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                                                                     EXHIBIT 4.1

                              IVC INDUSTRIES, INC.
                              --------------------
                                  SAVINGS PLAN
                                  ------------


         IVC Industries, Inc., a Corporation organized under the laws of the
State of Delaware, having offices and its principal place of business at 500
Halls Mill Road, Freehold, New Jersey, hereby establishes this Employees 401(k)
Profit Sharing Plan, to provide supplemental retirement benefits exclusively for
employees of the Company, effective April 1, 1997.

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                                    ARTICLE I
                                    ---------

                                   DEFINITIONS
                                   -----------


         The following terms when used herein shall have the designated meaning
unless a different meaning is plainly required by the context.

         1.01 Accrued Benefit. Accrued Benefit shall mean the balance in a
Participant's Regular, Elective, Matching Contribution, and Segregated Accounts,
calculated as provided in Article IV.

         1.02 Annual Compensation. Annual Compensation shall mean all monies
received while a Participant, from the Company during a Plan Year; being the sum
of the amounts of salary or wages regularly payable during such Plan Year, also
including overtime pay, bonuses paid or accrued, and commissions, but excluding
any amounts paid by the Company to the Trust Fund hereunder, or to any other
employee benefit plan now or hereafter adopted, with the exception of any amount
contributed by the Company pursuant to a salary reduction agreement, which
amount shall be included if such contributions are excluded from gross income by
reason of Code Sections 125, 402(a)(8), 402(h) or 403(b). Annual Compensation,
for purposes of this Plan, shall be limited to a maximum of $200,000, as
adjusted by the Secretary of the Treasury or his delegate at the same time and
in the same manner as under Section 415(d) of the Internal Revenue Code. In
determining the compensation of a Participant for purposes of this limitation,
the rules of Code Section 414(q)(6) shall apply, except that in applying such
rules the "family" shall only include the spouse and lineal descendants of the
Participant who have not attained age 19 before the close of the year. If the
$200,000 limitation (as adjusted) is exceeded due to the application of this
rule, then such limitation shall be prorated among the affected individual's
compensation as determined without regard to this limitation. If the period for
determining compensation to be used in calculating an employee's allocation for
a determination period is a

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short Plan Year (less than 12 months), the $200,000 limitation (as adjusted)
shall be multiplied by a fraction, the numerator of which is the number of
months in the short Plan Year and the denominator of which is 12.

         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
adjustment 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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         1.03 Annuity Starting Date. The first date on which all events have
occurred which entitle the Participant to a benefit under this Plan, or, if the
benefit is payable in the form of an annuity, the first day of the first period
for which an amount is payable as an annuity.

         1.04 Beneficiary. Beneficiary shall mean the person designated as
Beneficiary (or Beneficiaries) by the Participant for the purposes of Section
5.02.

         1.05 Board. The Board of Directors of the Company.

         1.06 Break-in-Service. An employee shall have a Break-in-Service if he
is credited with 500 or less Hours of Service in any Plan Year.

         1.07 Committee. The Committee appointed under Article VII hereof to
administer the Plan. If no Committee is appointed, the "Committee" shall mean
the "Company".

         1.08 Company. IVC Industries, Inc., and any successor or successors of
the aforesaid by merger, purchase, or otherwise, and any corporation that is or
becomes a subsidiary or an affiliate thereof, and assumes the obligations of
this Plan by action of its Board of Directors with the approval of the Company.

         1.09 Company Stock. Company Stock means the voting common stock of the
Company, or, if there are several classes of voting common stock, that class of
common stock issued by the Company having a combination of voting power and
dividend rights greater than or equal to (i) that class of common stock of the
Company having the greatest voting power, and (ii) that class of common stock of
the Company having the greatest dividend rights.

         1.10 Direct Rollover. A direct rollover is a payment by the plan to the
eligible retirement plan specified by the distributee.

         1.11 Distributee. A distributee includes an employee or former
employee. In addition, the employee's or former employee's surviving spouse and
the employee's or former employee's

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spouse or former spouse who is the alternate payee under a qualified domestic
relations order, as defined in section 414(p) of the Code, are distributees with
regard to the interest of the spouse or former spouse.

         1.12 Eligible Retirement Plan. An eligible retirement plan is an
individual retirement account described in section 408 (a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover distribution
to the surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

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

         1.14 Employee. Each person who is employed by the Company or other
employer required to be aggregated with the Company under Sections 414(b), (c),
(m), or (o) of the Internal Revenue Code. The term "Employee" shall include
"leased employees". The term "leased employee" means any person (other than an
employee of the recipient) who pursuant to

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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 section 414(n)(6) of the Code) 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. Contributions or benefits provided a leased employee
by the leasing organization which are attributable to services performed for the
recipient employer shall be treated as provided by the recipient employer.
Notwithstanding the foregoing, if such leased employees constitute less than
twenty percent of the employer's non-highly compensated work force within the
meaning of Section 414(n)(5)(A)(ii) of the Internal Revenue Code, the term
"Employee" shall not include those leased employees covered by a Plan which is a
money purchase pension plan with a non-integrated employer contribution rate for
each Participant of at least 10 percent of compensation, which plan provides for
full and immediate vesting and for immediate participation (other than for
employees who perform substantially all their services for the leasing
organization or employees who earned less than $1,000 in each plan year during
the four year period ending with the plan year).

         1.15 Forfeiture. A forfeiture is the non-vested portion of a terminated
Participant's accrued benefit calculated in accordance with Section 4.05.

         1.16 Hour of Service. Each Employee will be credited with an hour of
service for:

            (1) Each hour for which he is directly or indirectly paid or
entitled to payment by the Company for the performance of his duties. These
hours shall be credited to the computation period or periods in which the duties
are performed; and

            (2) Each hour for which he is directly or indirectly paid or
entitled to payment by the Company other than for the performance of his duties,
such as vacation, illness,


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disability leave, termination leave, jury duty, military duty and authorized
periods of absence (irrespective of the date services have terminated). These
hours shall be credited to the Plan Year or Years during which such period of
non-performance occurred. No more than five hundred and one (501) hours of
service shall be credited under this provision for any Employee on account of
any single continuous period in which the Employee performs no duties. The
Company shall not be considered to be making payments with respect to any
absence if the Employee receives funds solely under workmen's compensation,
unemployment or disability insurance required to be maintained under appropriate
statutes pertaining or payments limited to reimbursement of medical expenses
incurred by the Employee; and

            (3) Each hour for which back pay, irrespective of mitigation of
damage, has been either awarded or agreed to by the employer. These hours shall
be credited to the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement, or
payment was made.

            (4) In the event of a Maternity or Paternity Absence, each hour of
service which otherwise would normally have been credited to such Employee but
for such Maternity or Paternity Absence, but limited to that number of hours
necessary to prevent a break in service in a Plan Year, up to a maximum of 501
hours of service. In any case in which the Plan is unable to determine such
number of hours of service, eight hours of service per normal weekday of absence
shall be credited. The hours of service credited pursuant to this paragraph
shall be credited (1) in the computation period in which the absence begins, if
the crediting is necessary to prevent a break in service in that period, or (2)
in all other cases, in the following computation period.


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            (5) Labor Regulations Section 2530.200b-2(b) and (c) shall be
applicable in computing hours of service creditable for reasons other than
performance of duties.

            (6) For purposes of this Section 1.11 the term Company shall include
all commonly controlled trades or businesses as that term is defined in Code
Sections 414 (b), (c), (m) or (o) or regulations thereunder.

            (7) In the event that the Company finds it administratively
difficult or impractical to determine the actual Hours of Service of any
employees, the Company may, pursuant to Department of Labor regulations, utilize
an equivalence basis of determination here each week that such employees are
known to have worked at least one Hour of Service shall result in the crediting
of 45 Hours of Service for each such employee.

         1.17 Limitation Year. The Limitation Year shall be the Plan Year.

         1.18 Maternity or Paternity Absence. An absence from work by reason of
the pregnancy of an Employee, by reason of the birth of a child of the Employee,
in connection with the adoption of such child by such Employee, or for the
purpose of caring for such child for a period beginning immediately following
such birth or placement. No period of absence shall qualify as a Maternity or
Paternity Absence if (1) the placement of the child is with respect to a foster
home or (2) at the election of the Plan Committee the Employee is unable to
provide such documentary evidence as the Plan Committee shall reasonably require
proving that the absence was for any of the reasons identified above.

         1.19 Retirement Date. The Normal Retirement Date shall be the
Participant's 65th birthday.

         1.20 Participant. An Employee who satisfies the requirements of Article
II.

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         1.21 Plan. The Savings Plan of the Company as herein set forth and as
amended from time to time. The Plan may be referred to as the IVC Industries,
Inc. Savings Plan.

         1.22 Plan Administrator. The Plan Administrator shall be the Company.

         1.23 Plan Year. The Plan Year shall be each twelve month period
commencing on January 1 and ending on the following December 31.

         1.24 Regular Account. Regular Account shall mean the bookkeeping
account kept for each Participant pursuant to Article IV, Section 4.01
reflecting his portion of the Company's contribution to the Trust Fund and the
earnings and losses thereon.

         1.25 Segregated Account. Segregated Account shall mean the Account kept
for each Participant, pursuant to Article VI, for assets contributed to the Plan
by a Participant by direct transfer of assets or rollover from another tax
qualified employee benefit plan, and the earnings and losses thereon.

         1.26 Elective Account, Matching Contribution Account. Elective Account
shall mean the Account kept for each Participant, pursuant to Article VI, for
Elective Contributions to the Plan, and Matching Contribution Account shall mean
the Account kept for each Participant, pursuant to Article VI, for Matching
Contributions to the Plan, and includes all earnings and losses on such
Accounts.

         1.27 Total and Permanent Disability. Incapacity, physical or mental,
permanent in nature, resulting from bodily injury or disease, to perform the
requirements of an employee's job or position, provided, however, the term shall
not include any injury or disease which:

            a. Results from or consists of habitual drunkenness, addiction to
               narcotics, or

            b. Was treated, suffered or occurred while the employee was engaged
               in felonious enterprise, or

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            c. Was intentionally self-inflicted.

         Whether an employee is totally and permanently disabled shall be
established by medical proof satisfactory to any physician appointed by the
Committee and his decision as to the competence of such medical proof, shall be
binding upon the Employee and all interested parties and in no manner subject to
review. With the exception of the provisions in a, b and c above, any employee
who has qualified to receive disability benefits for total and permanent
disability under the Social Security Act shall be deemed to be totally and
permanently disabled for purposes of the Plan.

         1.28 Trust Agreement. The agreement or agreements made and entered into
for the establishment of a trust or trusts of all contributions which may be
made under the Plan and any and all amendments of such agreements.

         1.29 Trust Fund. All contributions received by the Trustees under the
Plan and any and all securities and other property purchased or otherwise
acquired out of such funds, together with the income therefrom, less any and all
distributions made therefrom and any and all losses, expenses and amounts
chargeable thereto.

         1.30 Year of Service For Eligibility. For the purposes of determining
eligibility for participation in the plan, a "Year of Service" shall mean the
completion of one thousand (1000) Hours of Service by an Employee during an
initial twelve (12) consecutive month period beginning on the Employee's
employment or re-employment commencement date, and thereafter in any Plan Year,
commencing with the Plan Year which includes the anniversary date of such
Employee's employment or re-employment date. Should an Employee complete 1,000
Hours of Service in both the initial 12 consecutive month period and in the Plan
Year which includes the anniversary date of the Employee's employment or
re-employment date, the Employee shall be

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credited with two (2) Years of Service for Eligibility. A "Half Year of Service"
shall follow the rules herein, but shall mean 500 continuous Hours of Service as
defined in Section 1.16(1) instead of 1000 Hours of Service generally, during a
12 consecutive month period.

         An Employee's employment date shall be the date on which he first earns
an Hour of Service. An Employee's re-employment commencement date shall be the
first day on which the Employee is entitled to be credited with an Hour of
Service after the Plan Year, or the initial 12 consecutive month period, in
which the Employee incurs a one year break-in-service following a Plan Year, or
initial 12 consecutive month period, in which the Employee is credited with more
than 500 Hours of Service. In the case of an Employee who is credited with no
Hours of Service in a Plan Year or initial 12 consecutive month period beginning
after the Employee's reemployment commencement date, the Employee shall be
treated as having a new reemployment commencement date as of the first day on
which the Employee is entitled to be credited with an Hour of Service after such
Plan Year or initial 12 consecutive month period.

         1.31 Year of Service for Vesting. For the purposes of determining the
vesting of benefits, a "Year of Service" shall mean any Plan Year during which
an Employee completes at least one thousand (1000) Hours of Service, except that
the following Years of Service shall be excluded:

            (a) Years of Service prior to any one year break-in-service until
the employee has completed one (1) year of service after such break.

            (b) For purposes of vesting and credited service, if a Participant
incurs a Break-In-Service in any Plan Year which begins before January 1, 1985
and at the time of the Break-In-Service is not vested and later becomes a
Participant in the Plan, his pre-break Years of Service shall be combined with
his post-break Years of Service if the number of aggregate pre-

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break Years of Service for vesting purposes exceeds his consecutive
break-in-service years. If his aggregate pre-break years of service for vesting
is less than his consecutive break-in-service years, his aggregate pre-break
years of service shall be ignored in computation of vesting and credited
service.

            (c) If a non-vested Participant incurs a Break-in-Service in any
Plan Year beginning on or after January 1, 1985, and later becomes a Participant
in the Plan, then for purposes of vesting service his pre-break Years of Service
shall be combined with his post-break Years of Service if (1) his pre-break
Years of Service equals or exceeds the number of consecutive break-in-service
years or (2) the number of consecutive Break-In-Service years is less than five
(5).

                                   ARTICLE II
                                   ----------

                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

         2.01 Each Employee, other than a leased employee, a non-resident alien,
and employees included in a unit of employees covered by a collective bargaining
agreement between employee representatives and one or more employers, if
retirement benefits were the subject of good faith bargaining between the
parties and they have not agreed to include the bargaining unit in this Plan,
shall become a Participant hereunder on the first day of the month coincident
with or next following the date on which he has first satisfied all of the
following conditions:

            (a) He has completed a Half Year of Service for Eligibility;

            (b) He has reached the age of 21.

         2.02 A Participant shall cease to be such hereunder upon his death,
retirement or other termination of employment with the Company. No Employee
shall be entitled to a contribution from the Company in any Plan Year during
which he is credited with less than 1,000 Hours of

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Service, unless the reason for being credited with less than 1,000 Hours of
Service is such Participant's death, total and permanent disability, or
retirement on or after the Normal Retirement Date.

         2.03 In the case of an Employee who commences participation in the Plan
(or recommences participation in the plan upon the Employee's return after one
or more one-year breaks in service) on a date other than the first day of a Plan
Year, all Hours of Service credited to the Employee for the portion of the Plan
Year before the date on which the Employee commences (or recommences)
participation, shall be taken into account in determining Hours of Service. If
such Employee's service is not less than 1,000 hours in such Plan Year, the
Employee must be credited with a partial year of participation which is
equivalent to a ratable portion of a full year of participation for service
credited to the Employee for the portion of the Plan Year after the date of
commencement (or recommencement) of participation.

         2.04 If a Participant has a one-year break-in-service, he will be
required to complete a year of service for eligibility purposes before again
becoming a participant. Upon satisfying such eligibility requirement he will be
deemed to be readmitted as of the date he again performs an Hour of Service.

         2.05 Every Employee shall become a Participant as provided in this
Article unless he shall waive participation on a waiver form filed with the Plan
Administrator. An Employee who waives participation shall continue to accrue a
Year of Service for Eligibility and a Year of Service for Vesting purposes under
Sections 1.30 and 1.31.

                                   ARTICLE III
                                   -----------

                                  CONTRIBUTIONS
                                  -------------

         3.01 All contributions under the Plan shall be made by the Company and
no contributions shall be required of any employee.

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         3.02 Subject to the provisions of Article IX hereof relating to
termination of the Plan and liability of the Company under the Plan, the Company
shall contribute to the Trust Fund whatever amount may be determined by the
Board, in its sole discretion.

         3.03 The amount of the Company's contributions for each fiscal year
shall be paid to the Trustees in a single payment or in installments.
Contributions may be made in cash or other property, including Company Stock. If
made in other property the contribution shall be valued at its fair market value
determined at the time of the contribution. Contributions for each fiscal year
shall be made within the period provided for in Section 404(a)(6) of the
Internal Revenue Code of 1954 or other statute of similar import, or any rule or
regulation thereunder.

         3.04 The contributions of the Company hereunder and all computations of
any and all amounts relevant to such contributions shall be determined by the
Board. The determination of the Board shall be final and conclusive on all
persons. Neither the Trustees nor the Committee nor any other person shall be
under any duty to inquire into the correctness of the amount contributed and
paid over to the Trustees hereunder, nor shall the Trustees or the Committee or
any other person be under any duty to enforce the payment of the contributions
to be made hereunder by the Company.

         3.05 All amounts contributed by the Company to the Trustees shall
represent irrevocable contributions of the Company to the Trust except as
provided in Article 9.05 hereof or the Trust Agreement. It shall be impossible
at any time under this Trust for any part of the Trust Fund to be used for or
diverted to purposes other than for the exclusive benefit of the Participants or
their beneficiaries.

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                                   ARTICLE IV
                                   ----------

                            ACCOUNTS OF PARTICIPANTS
                            ------------------------

         4.01 The Committee shall open a Regular Account in the name of each
Participant. A Participant's Regular Account shall be credited with that portion
of each contribution of the Company to the Trust as is provided by Article III
and Section 4.02.

         4.02 The Company, as of the last day of each Plan Year for which the
Company shall have made a contribution or there shall have been a forfeiture,
shall allocate such contribution and forfeiture to the Participants in
proportion to Annual Compensation. The Company may make such contribution
entirely in Company Stock. For the 1997 Plan Year, the Company shall make an
Initial Contribution of 50 shares of Common Stock to the Regular Account of each
Participant, to be l00% vested one year from deposit, provided the Participant
is still employed at that date. The Initial Contribution shall be in addition to
any other contribution made by the Company, if any, under this Section.

         4.03 (a) Notwithstanding the provisions of Section 4.02, the maximum
"Annual Addition" to any Participant's account for any Limitation Year shall not
exceed the lesser of $30,000 (or, if greater, one-fourth of the defined benefit
dollar limitation set forth in Section 415(b)(1) of the Internal Revenue Code)
or twenty-five percent (25%) of the Participant's compensation (as defined in
Section 1.415-2(d) of the regulations) for the Plan Year. For this purpose
"Annual Addition" means the total of (1) the Company's contribution and
forfeitures allocated to the Participant, (2) the Employee's contribution
(including excess contributions as defined in Section 401(k)(8)(B) of the
Internal Revenue Code, excess aggregate contribution as defined in Section
401(m)(6)(B) of the Internal Revenue Code and excess deferrals as described in
Section 402(g) of the Internal Revenue Code, whether such amounts are
distributed or forfeited), (3) contributions to the Participant's Individual
Medical Account as defined in Section

                                       15
<PAGE>

415(1)(2) of the Code, (4) amounts derived from contributions paid or accrued
after December 31, 1985, in taxable years ending after such date, which are
attributable to post-retirement medical benefits, allocated to the separate
account of a key employee, as defined in Section 419A(d)(3) of the Code, under a
welfare benefit fund, as defined in Section 419(e) of the Code, maintained by
the employer. Notwithstanding the foregoing, for purposes of the twenty-five
percent (25%) limitation described above, any contribution attributable to
medical benefits (within the meaning of Section 401(h) or 419A(f)(2) of the
Code) that is otherwise treated as an annual addition under Code Sections
415(1)(1) or 419A(d)(2) shall not be considered. When used with respect to
contributions or allocations under any other plan maintained by the Employer,
the term "Annual Addition" has the meaning given it in Section 415(c)(2) of the
Code, subject to the special rules set forth under Section 415(c)(6) of the
Code. The term Individual Medical Account means any separate account which is
established for one Participant in a pension and annuity plan maintained by the
Company and from which benefits described in Section 401(h) of the Code are
payable solely to such Participant, his spouse or his dependents.


         To the extent necessary to limit Annual Additions to a Participant's
account to the amount provided in this Section, the Annual Additions arising
under this Plan shall be reduced in the following order:

            (i) A Participant's contributions shall be repaid to him. Such
payment shall be made within two and one-half months of the end of the Plan
Year, and shall be made by the Company, if such sums have not yet been paid over
to the Trustee, or by the Trustee after notice of the required repayment by the
Employer.

            (ii) Forfeitures allocated to the Participant's Account shall be
reallocated in accordance with Section 4.02 to all other Participants within the
limitations of this Section.

                                       16
<PAGE>

            (iii) The Company's contributions for the Plan Year allocable to
such Participant shall be reduced to the extent necessary to alleviate such
excess. Any excess Company contribution made on behalf of such Participant shall
not be allocated for the Limitation Year for which such contribution was made
but shall be allocated for the next Limitation Year and (for each succeeding
year) to such Participant to the extent permitted by this section. In the event
that the Participant is not in the service of Company at the end of the next
Limitation Year, then any excess Company contribution shall be allocated in
accordance with subsection (iv) below.

            (iv) Any remaining amount which cannot be allocated to Participants
as a result of the limitations specified in this subsection shall be maintained
in a separate account under the Trust to be allocated among Participants in the
next succeeding Plan Year prior to the allocation of any contributions or
forfeitures for such next Plan Year. Such separate account shall not share in
any investment gains, losses or other income earned by the Trust. In the event
the Plan is terminated or contributions completely discontinued, the separate
account shall be allocated pursuant to the terms of this subsection, to the
extent permitted by Section 415 of the Internal Revenue Code. To the extent the
separate account is not fully depleted by such allocation it shall revert to the
Company.

            (v) The limitations on Annual Additions contained in this subsection
shall be applied as if (i) all defined contribution plans of those companies
which are commonly controlled trades or businesses, as that term is defined in
Code Sections 414(b), (c), (m) or (o) and the regulations thereunder, were a
single defined contribution plan; and (ii) all Annual Compensation earned by an
employee from all such companies were aggregated.

                                       17
<PAGE>

            (b) If the Company maintains a defined benefit plan then in no event
shall a Participant be entitled to receive an annual allocation of contribution
hereunder in an amount which would cause the sum of the Defined Benefit Plan
Fraction and the Defined Contribution Plan Fraction to exceed 1.0 for any
calendar year. If the sum of the Defined Benefit Plan Fraction in the Company's
defined benefit plan and the Defined Contribution Plan Fraction in the Company's
defined contribution plan shall exceed 1.0 for any Participant in any year, the
Company shall reduce the contribution hereunder to the extent necessary to bring
the sum of such fractions to 1.00. If the Defined Contribution Plan Fraction
cannot be sufficiently reduced the Company shall adjust or freeze the rate of
benefit accrual under its defined benefit plan so that the sum of both fractions
shall not exceed 1.0 for such Participant for such year.

         For purposes of this subsection (b):

               (1) The "Defined Benefit Plan Fraction" for any Limitation Year
is a fraction, the numerator of which is the Participant's projected annual
retirement benefit under all defined benefit plans of the employer, whether or
not terminated (determined at the close of the Limitation Year) and the
denominator of which is the lesser of (i) 1.25 multiplied by $90,000 (as
increased by the Secretary of the Treasury under Code Section 415(d)(1)(A)) or
(ii) 1.4 multiplied by 100% of the Participant's average compensation as defined
in Treasury Regulations Section 1.415-2(d)(1)(i) during the three (3)
consecutive calendar years when he had the greatest aggregate compensation from
the Company and during which he was a Participant in the Plan or in any prior
plan. The term "projected annual retirement benefit" shall mean the annual
retirement benefit (adjusted to an actuarially equivalent straight life annuity
if such benefit is expressed in a form other than a straight life annuity or
qualified joint and survivor annuity) to which the participant would be entitled
under the terms of the Plan, assuming: (a) the

                                       18
<PAGE>

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.

               (2) The "Defined Contribution Plan Fraction" for any Limitation
Year is 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 Section 419(e) of the
Code, and Individual Medical Accounts, as defined in Section 415(1)(2) of the
Code, 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 any limitation year
is the lesser of 125 percent of the dollar limitation determined under Section
415(b) and (d) of the Code in effect under Section 415(c)(1)(A) of the Code 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 (1)
the

                                       19
<PAGE>

excess of the sum of the fractions over 1.0 times (2) the denominator of this
fraction, will be permanently subtracted from the numerator of this fraction.
The adjustment is calculated using the fractions as they would be computed as of
the end of the last limitation year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the plan made after May
5, 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 recomputed to treat all employee contributions as Annual
Additions.

               (3) All defined benefit plans of the Company, whether or not
terminated, are to be treated as one defined benefit plan and all defined
contribution plans of the Company, whether or not terminated, are to be treated
as one defined contribution plan.

               (4) The term "Company" shall include:

                    (i) each corporation which is a member of a controlled group
of corporations (as defined in Section 414(b) of the Code and as modified by
Section 415(h) of the Code) of which the Company is a member,

                    (ii) each trade or business controlled by or under common
control (as defined in Section 414(c) of the Code and as modified by Section
415(h) of the Code) with the Company; and

                    (iii) each member of an affiliated service group (as defined
in Section 414(m) of the Code) of which the Company is a member.

                    (iv) each employer that is required to be aggregated with
the Company by reason of Treasury Regulations under Section 414(o) of the Code.

         4.04 (a) The Trustees shall value the Trust Fund at its fair market
value:

                                       20
<PAGE>

                    (i) at the end of each calendar quarter of the Plan Year;
and

                    (ii) on any other date (the Special Valuation Date) in order
to avoid prejudice either to continuing Participants or to terminating
Participants; provided such dates are chosen on a non-discriminatory basis.


         For purposes of this Plan, the "fair market value" of Company Stock
shall be the average trading price during the seven day period ending on the
last day of the calendar quarter most recently ended.

               (b) Within a reasonable time after any such valuation the
Trustees shall notify the Committee of the amount of net earnings or losses of
the Trust Fund during the Plan Year. The Committee shall apportion such net
earnings or losses among those Participants who shall have a dollar and cents
credit on the books of the Trust. Net earnings or losses for each year shall be
credited or debited to such Participants proportionately in accordance with the
ratios which the dollar and cents credit of such Participant as of the beginning
of the Plan Year in which such earnings or losses are to be credited or debited
bears to the aggregate of all such dollars and cents credits as of such date.

         For the purposes of this Article:

            (1) the phrase "dollars and cents credit" shall mean the dollars and
cents value of all cash or investments credited to the account of an individual
Participant disregarding, however, the amount of any premiums which shall have
been paid on any Contract or the cash value thereof credited to the account of
the Participant.

            (2) the term "net earnings or losses" shall mean gross earnings less
all expenses and taxes, and shall include any increases or decreases in the
market values of the investments of the Trust Fund during the year. In the case
of investments in a common trust

                                       21
<PAGE>

fund, or similar investment media, the valuation of such investments on the most
recent valuation date of such fund shall be taken as the value of such
investments.

         Anything hereinabove to the contrary notwithstanding, the allocation
among Participants shall also include retired Participants, disabled
Participants and terminated Participants for whom accounts are held by the
Trustee subject to the provisions of Article V.

         4.05 (a) Upon any distribution to a Participant or his beneficiaries
under Article V hereof, the Company shall debit the account of such Participant
by the amount of cash or fair market value of other property distributed. In the
event that any Participant shall, by reason of termination of his employment
with the Company other than by death, retirement or total and permanent
disability receive less than the full amount of his account, in accordance with
Article V, the balance shall remain in the account and share in the adjustments
provided for in Section 4.04 hereof.

            (b) If during any Plan Year the Participant suffers a
Break-In-Service which prevents any post-Break-In-Service Years of Service for
Vesting to be combined with his pre-Break-In-Service Years of Service for
Vesting with respect to his pre-Break-In-Service Accrued Benefit, then as of the
last day of such Plan Year before the adjustments provided in Section 4.04
hereof, the Company shall debit that terminated Participant's account by an
amount equal to its credit balance and such amount shall be allocated in
accordance with provisions of Section 4.02.

            (c) In the event the Participant's service after his termination may
be combined with his pre-termination service, then:

                    (i) The Participant shall be permitted to repay to the
Trustees the sum received, prior to the earlier of 5 years after the date the
Participant is re-employed by the Company or the end of the fifth consecutive
one year break in service after distribution of the

                                       22
<PAGE>

benefit (if the distribution was made on account of separation from service) or
5 years after the date of distribution in all other events, and the
Participant's Accrued Benefit attributable to employer contributions shall be
restored to the amount of said Accrued Benefit on the date the distribution of
the vested portion of his Accrued Benefit was made. If the value of a
Participant's vested Accrued Benefit was zero at the time of a deemed
distribution under Article V, the Participant's Accrued Benefit attributable to
employer contributions shall be restored to the amount of said Accrued Benefits
on the date of the deemed distribution, provided the Participant is rehired
before incurring five consecutive Breaks-in-Service over five consecutive Plan
Years.

                    (ii) If a distribution was made at a regular or Special
Valuation Date to a Participant who is less than 100 percent vested in his
employer contributions, a separate account will be established for the
Participant's interest in the Plan as of the time of the distribution. At any
time thereafter the Participant's vested portion in the separate account will
not be less than an amount ("X") determined by the formula: X=P(AB+(RxD)) -
(RxD). For purposes of applying the formula: P is the vested percentage at any
time after distribution; AB is the account balance at any time after
distribution; D is the amount of the distribution; and R is the ratio of the
account balance at any time after distribution to the account balance after
distribution.

                                   ARTICLE V
                                   ---------

                                  DTSTRIBUTIONS
                                  -------------

         5.01 Distribution hereunder shall be made to Participants, their
beneficiaries and their estates only by reason of the following events and only
as herein provided:

            (a) Death of a Participant;

                                       23
<PAGE>

            (b) Retirement of a Participant on or after Normal Retirement Date,
or on the Participant's Early Retirement Date, if fully vested;

            (c) Termination of employment due to total and permanent disability;

            (d) Other termination of employment; and

            (e) Withdrawal on or after age 59 1/2 under Section 5.15, or
Hardship Withdrawal under Section 6.08.

         5.02 (a) As soon as administratively practicable following the date of
death of a Participant who did not earn an Hour of Service after August 23, 1984
or is not married on the date of his death, provided the date of death is prior
to the Participant's Annuity Starting Date, the Participant's full Accrued
Benefit as of the Valuation Date coincident with or immediately preceding his
date of death, or a Special Valuation Date, shall be distributed to the
Participant's Beneficiary in a single lump sum, unless the Participant elects
(as provided in Section 5.03(a) (iii)) to have his death benefit paid in
accordance with one of the distribution methods described in Section 5.04(b).

            (b) If insurance contracts are distributed, the modes of settlement
of the contracts shall be limited to the provisions of this Article. Any annuity
contract distributed from this Plan shall be nontransferable.

            (c) If any part of the amount attributable to such accounts is
payable to a Beneficiary who shall have predeceased the Participant, or if the
Participant shall have failed to designate a Beneficiary, such amounts shall be
paid to the legal representative of such Participant, and the Trustees shall not
be responsible for the disposition of such amount in accordance with any Will or
other testamentary disposition made by such Participant or for a disposition in
accordance with the laws of intestacy or otherwise.



                                       24
<PAGE>

            (d) Each Participant shall have the right, at any time, to select
the beneficiary or beneficiaries to receive the benefits payable by reason of
his death. Each such designation of beneficiary or beneficiaries may, from time
to time, be changed by the Participant by delivering written notice thereof to
the Trustees.

         5.03 (a) In the event of the death of a Participant prior to his
Annuity Starting Date who was married on the date of his death and who earned an
hour of service after August 23, 1984, the Beneficiary of such Participant shall
be entitled to a death benefit in accordance with the terms of this Section
5.03. The death benefit payable pursuant to this Section shall commence as soon
as administratively practicable following the death of a Participant.

               (i) In the event this Plan is not a direct or indirect transferee
of a defined benefit plan or a defined contribution plan subject to the funding
standards of Section 412 of the Code (all as defined in Section 401(a)(11) of
the Code) or is not otherwise subject to Section 417 of the Code, the benefit
due hereunder shall be paid to the Participant's surviving spouse in a lump sum,
unless the provisions of subsections (iii) or (iv) below are elected.

               (ii) In the event this Plan is a direct or indirect transferee of
a defined benefit plan or a defined contribution plan subject to the funding
standards of Section 412 of the Code (all as defined in Section 401(a)(11) of
the Code) or is otherwise subject to Section 417 of the Code, the death benefit
shall be paid to the Participant's spouse in the form of a life annuity, unless
a Participant elects otherwise, in accordance with the provisions of subsections
(iii) or (iv). The amount of such annuity shall be the amount that can be
provided by the Participant's full Accrued Benefit, determined as of the
Valuation Date coincident with or immediately preceding his date of death, or as
of a Special Valuation Date. If the Participant's beneficiary shall die before
or after benefit distribution has commenced, but prior to receiving

                                       25
<PAGE>

the full amount of the death benefit, the remaining unpaid death benefit amount,
as of the Valuation Date coincident with or immediately preceding the
beneficiary's date of death, shall be paid in a lump sum, within ninety (90)
days of the beneficiary's date of death, to the Participant's contingent
beneficiary, if any, or otherwise to his estate.

               (iii) A Participant may elect to have his death benefit paid in
accordance with one of the distribution methods described in Section 5.04(b),
provided the time for completion of all payments will be no longer than the
expectancy of the beneficiary, by filing a written election of the form of
distribution, on the form prescribed by the Committee. If the Participant is
married, the Participant's spouse must consent to such an alternative
distribution method in writing, in accordance with the procedure set forth
below.

               (iv) A Participant may elect to waive the payment of a death
benefit to his spouse by filing a written election on the form prescribed by the
Committee. In the event of a waiver of the death benefit to the spouse, any
death benefit due hereunder shall be paid to the Beneficiary in the form of a
single lump sum as soon as administratively practicable after the death of the
Participant, unless the Participant has elected an alternative distribution
method under subparagraph (iii) above. Any election to waive may be made at any
time during the period which begins on the first day of the Plan Year in which
the Participant attains age 35 (or with respect to a Participant who separates
from service before attaining age 35, beginning on the date of such separation
of service, but only with respect to his Accrued Benefit earned to such date)
and which ends on the date of his death. A Participant may elect to waive prior
to age 35 provided such Participant has received the explanation of benefits set
forth in subparagraph (vi) below; provided however, that any election prior to
age 35 must be again elected on or after

                                       26
<PAGE>

the first day of the Plan Year in which the Participant will attain age 35, or
otherwise will be void on the first day of said Plan Year.

               (v) Any election to waive the payment of a death benefit to a
spouse under subparagraph (iv), above, and any election of an alternative
distribution method under subparagraph (iii), above must be consented to in
writing by the Participant's spouse. The spouse's consent to the election must
acknowledge the effect of such election and be witnessed by a member of the
Committee or Notary Public. The spouse's consent to the election, and the
Participant's election itself shall name the specific beneficiary or
beneficiaries, including any contingent beneficiaries, or the spouse's consent
to the election shall state that the spouse consents to the election of an
alternate distribution method, acknowledges a right to restrict the beneficiary
designation, and voluntarily relinquishes the right to the spousal death benefit
in annuity form and the right to limit consent to a specific beneficiary. If the
Participant establishes to the satisfaction of a member of the Committee that
such consent may not be obtained because there is no spouse or the spouse cannot
be located, or if the Participant has a court order declaring the Participant as
abandoned or legally separated from his spouse, the election will be deemed
effective. Any consent will be valid only with respect to a spouse who signs the
consent (or is identified in the consent in circumstances described in the
preceding sentence). A Participant may revoke an election to waive without the
consent of a spouse at any time. Any consent will be valid only to the extent
that it identifies a specific beneficiary. A Participant may not change a
beneficiary designation without complying with the spousal consent requirements
of this Section unless the original consent relinquishes the right of the spouse
to limit consent to a specific beneficiary.

                                       27
<PAGE>

               (vi) The Plan Committee shall provide each Participant a written
explanation of the benefits described in this subsection. The written
explanation shall be comparable to the explanation provided pursuant to Section
5.04(e). Such a written explanation shall be provided within a period beginning
one year prior to 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, or, if ending later, the period
beginning one year prior to and ending one year after the date the Participant
first entered participation in the Plan. If a Participant separates from service
before the Plan Year in which he attains age 35, the written explanation shall
be provided within the period beginning one year prior to separation from
service and ending one year after separation from service.

          (b) In no event may the date all death benefits are fully distributed
be deferred to a date later than December 31 of the calendar year in which falls
the fifth anniversary of the date of the Participant's death, unless:

               (i) If payable to a designated beneficiary other than the
Participant's spouse, the distribution is paid over the life of the designated
beneficiary (or over a period not extending beyond the life expectancy of such
beneficiary); provided that such distributions must begin not later than
December 31 of the calendar year following the calendar year of the
Participant's death; and

               (ii) If payable to the spouse of the Participant, distributions
need not commence prior to the later of December 31 of the calendar year during
which the Participant would have attained age 70-1/2 or December 31 of the
calendar year immediately following the calendar year in which the Participant
died; and if the surviving spouse shall die

                                       28
<PAGE>

before distributions begin then this provision shall apply as if the surviving
spouse were the Participant.

               (iii) For purposes of this Section, the life expectancy of a
beneficiary shall be calculated pursuant to Section 5.04(b).

            (c) The Committee may pay the present value of the life annuity due
pursuant to this Section in a single lump sum, within ninety (90) days of the
date of death of a Participant, if the value of a Participant's vested account
balance derived from employer and employee contributions does not exceed (or at
the time of any prior distribution did not exceed) $3,500, or, if the benefit
does exceed $3,500 as calculated above, with the written consent of the spouse
of the Participant. For purpose of this subsection the amount of a benefit shall
be determined as of the date of distribution. The benefit payable hereunder
shall be reduced by any death benefit payable to other than a surviving spouse
pursuant to the terms of any Qualified Domestic Relations Order as that term is
defined in Section 414(p) of the Code.

            (d) In the event of the death of a Participant who has filed an
election effective pursuant to the terms of Section 242(d) of the Tax Equity and
Fiscal Responsibility Act of 1982 the death benefit of such Participant shall be
paid at such time and in such form as such election provides.

         5.04 (a) A Participant shall be fully vested on and entitled to retire
on his Normal Retirement Date. A Participant may continue in the service of the
Company beyond his Normal Retirement Date and shall be entitled to retire at any
time during such period. Until the actual retirement of a Participant he shall,
for all purposes of the Plan, continue to be a Participant hereunder.

                                       29
<PAGE>

            (b) As of the end of the next complete calendar quarter after the
termination of a Participant's employment by reason of his retirement on or
after his Normal Retirement Date, the vested portion of Participant's full
Accrued Benefit as of the Valuation Date coincident with or immediately
preceding the date of such termination, or a Special Valuation Date, shall be
distributed to the Participant in cash, Company Stock, or both, in a single lump
sum.

            (c) Notwithstanding anything contained in Section 5.04(b), if the
Plan is a direct or indirect transferee of a defined benefit plan or a defined
contribution plan subject to the funding standards of Section 412 of the Code
(all as defined in Section 401(a)(11) of the Code) or is otherwise subject to
Section 417 of the Code, he shall be paid, within 90 days of his termination of
employment by reason of retirement as set forth in Section 5.04(a), in the form
of an immediate life annuity (i) for his life if he is not married on the date
his benefits commence; or (ii) for his life with payments equal to 1/2 the
Participant's individual annuity continuing to his spouse if he is married on
the date his benefits commence. Payments to the spouse shall end with the
monthly payment coinciding with or next following the later of the date of death
of the Participant or his spouse. The amount of the annuity shall be that amount
as can be provided by the Participant's Accrued Benefit. In lieu of the benefit
payable under this Section 5.04(c), a Participant may elect, under Section
5.04(d), to receive a benefit in one or more of the forms of benefit specified
in Section 5.04 (b).

            (d) If subsection (c) applies, any election by a Participant to have
benefits payable in any form other than the life annuity or joint and survivor
annuity described in subsection (c) shall be made by filing a written election,
on a form prescribed by the Committee, which shall specify the form of
distribution under Section 5.04(b) which is to apply. Any election superceding a
joint and survivor annuity shall not take effect unless the spouse of the

                                       30
<PAGE>

Participant consents in writing to such election, such consent acknowledges the
effect of the election, and is witnessed by a member of the Committee or notary
public. The spouse's consent to the election, and the Participant's election
itself, shall name the specific beneficiary or beneficiaries, including any
contingent beneficiaries, or the spouse's consent to the election shall state
that the spouse consents to the election of an alternate distribution method,
acknowledges a right to restrict the beneficiary designation, and voluntarily
relinquishes the right to the spousal death benefit in annuity form and the
right to limit consent to a specific beneficiary. If the Participant establishes
to the satisfaction of a member of the Plan Committee that such consent may not
be obtained because there is no spouse or the spouse cannot be located, or if
the Participant has a court order declaring the Participant as abandoned or
legally separated from his spouse, the election will be deemed effective. Any
consent will be valid only with respect to the spouse who signs the consent (or
is identified in the consent described in the preceding sentence). A married
Participant may revoke an election without the consent of the spouse at any time
before the commencement of benefits. Elections shall be made at any time within
the ninety (90) day period ending on the Annuity Starting Date, but not before
the Participant has received the explanation described in Section 5.04(e). Any
written consent of the spouse will be valid only to the extent that it
identifies a specific beneficiary. A Participant may not change a beneficiary
designation without complying with the spousal consent requirements of this
Section, unless the original written consent of spouse voluntarily relinquishes
the right to limit consent to a specific beneficiary.

            (e) If subsection (c) requires the payment of a joint and survivor
annuity, 90 days prior to the Participant's Annuity Starting Date the Plan
Committee will provide each Participant with a written explanation of (i) the
terms and conditions of the qualified joint and

                                       31
<PAGE>

survivor annuity described in subsection (c); (ii) the Participant's right to
make and the effect of an election to waive the qualified joint and survivor
annuity form of benefit; (iii) the rights of a Participant's spouse with respect
to the consent to receive benefits in other than a qualified joint and survivor
annuity format; and (iv) the right to make, and the effect of, a revocation of a
previous election to waive the qualified joint and survivor annuity. Upon
written request the Committee will supply a Participant with a written
explanation in non-technical language of the financial effect upon the
particular Participant's annuity of making any election of benefits.

            (f) Notwithstanding anything to the contrary, if the value of the
Participant's vested account balance derived from employer and employee
contributions exceeds (or at the time of any prior distribution exceeded)
$3,500, no distribution may be made to the Participant prior to the later of age
62 or normal retirement age without the approval of the Participant, and, if he
is then married and Section 5.04(c) applies, his spouse, in the manner provided
in Section 5.04(d). If the Participant's vested account balance is less than
$3,500, calculated as stated above, then the Committee shall make a distribution
of the Participant's benefit in a lump sum, at the time specified herein. If the
value of a Participant's vested Accrued Benefit is zero, the Participant shall
be deemed to receive a distribution of his vested Accrued Benefit.

         5.05 (a) As of the end of the next complete calendar quarter after the
termination of a Participant's employment otherwise than by death or retirement,
if such termination is found by the Committee to be by reason of the Total and
Permanent Disability of the Participant, the Participant's full Accrued Benefit
shall be distributed to the Participant in the same manner as provided in
Sections 5.04(b) or (c), as the case may be.

            (b) Notwithstanding anything to the contrary, if the value of the
Participant's vested account balance derived from employer and employee
contributions exceeds (or at the

                                       32
<PAGE>

time of any prior distribution exceeded) $3,500, no distribution may be made to
the Participant prior to the later of age 62 or normal retirement age without
the approval of the Participant, and, if he is then married and Section 5.04(c)
applies, his spouse, in the manner provided in Section 5.04(d). If the
Participant's vested account balance is less than $3,500, calculated as stated
above, then the Committee shall make a distribution of the Participant's benefit
in a lump sum, at the time specified herein. If the value of a Participant's
vested Accrued Benefit is zero, the Participant shall be deemed to receive a
distribution of his vested Accrued Benefit.

         5.06 (a) As of the end of the next complete calendar quarter following
a termination of employment by a Participant, otherwise than by death, normal
retirement, or Total and Permanent Disability, the vested amount of his Accrued
Benefit, if any, as of the Valuation Date coincident with or immediately
preceding the close of said Plan Year, or a Special Valuation Date, shall be
distributed to the Participant in the manner provided in Sections 5.04(b) or
(c), as the case may be.

            (b) The vested amount of the Participant's Regular Account and
Matching Contribution Account shall be that percentage of the Participant's
Regular Account and Matching Contribution Account determined by the number of
Years of Service for Vesting of the Participant as indicated in the following
schedule:


  Years of Service for Vesting                 % of Account Vested
  ----------------------------                 -------------------

Less than 2 years of service                               0%
2 years but less than 3 years                             20%
3 years but less than 4 years                             40%
4 years but less than 5 years                             60%
5 years but less than 6 years                             80%
6 years of service or more                               100%

                                       33
<PAGE>

         Provided, however, that the Initial Contribution under Section 4.02
shall be 100% vested for any Participant whose Regular Account receives such
contribution, provided the Participant is continuously employed for one year
from the date the Company Stock is deposited.

         If the Plan's vesting schedule is amended, or the Plan is amended in
any way that directly or indirectly affects the computation of the 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 (3) Years of Service for Vesting may elect, within a reasonable period
after the adoption of the amendment or change, to have the nonforfeitable
percentage computed under the Plan without regard to such amendment or change.
For participants who do not have at least one (1) hour of service in any Plan
Year beginning after December 31, 1988, the preceding sentence shall be applied
by substituting "5 years of service" for "3 years of service" where such
language appears. If the vesting schedule of the Plan is amended, in the case of
an employee who is a Participant as of the later of the date the amendment is
adopted or the date the amendment is effective, the Participant's nonforfeitable
percentage under this Plan (as of such date) will not be less than his
nonforfeitable percentage under the Plan prior to such amendment.

         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
latest of:


            1. 60 days after the amendment is adopted;

            2. 60 days after the amendment becomes effective; or

            3. 60 days after the Participant is issued written notice of the
amendment by the Company.

            (c) Notwithstanding anything to the contrary, if the value of the
Participant's vested account balance derived from employer and employee
contributions exceeds (or at the

                                       34
<PAGE>

time of any prior distribution exceeded) $3,500, no distribution may be made to
the Participant prior to the later of age 62 or normal retirement age without
the approval of the Participant, and, if he is then married and Section 5.04(c)
applies, his spouse, in the manner provided in Section 5.04(d). For purposes of
this paragraph, a Participant's vested account balance shall not include
accumulated deductible employee contributions, within the meaning of Code
Section 72(o)(5) (B), for Plan Years beginning prior to January 1, 1989. If the
Participant's vested account balance is less than $3,500, calculated as stated
above, then the Committee shall make a distribution of the Participant's benefit
in a lump sum, at the time specified herein. If the value of a Participant's
vested Accrued Benefit is zero, the Participant shall be deemed to receive a
distribution of his vested Accrued Benefit.

         5.07 All references to the amounts allocated to a Participant's
Regular, Elective, Matching Contribution, or Segregated Account as of a date
other than a date which coincides with the last day of a calendar quarter of a
Plan Year shall mean the amounts allocated to the Participant's account as of
the last day of the immediately preceding calendar quarter of a Plan Year or at
a Special Valuation Date, if any. The Trustees shall be under no obligation to
make any distribution except as directed by the Committee and shall be fully
protected in relying upon any such direction.

         5.08 If a Participant or Beneficiary directs that a distribution be
deferred, the vested amount of his benefit shall be held as part of the Trust
and shall be subject to adjustment as provided in Section 4.04.

         5.09 Notwithstanding anything to the contrary stated herein, with the
exception stated below, unless the Participant makes a written election to have
benefits commence at a later date, payment of benefits will commence not later
than the sixtieth (60th) day after the latest of (1) the

                                       35
<PAGE>

close of the Plan Year in which the Participant attains the earlier of age 65 or
his Normal Retirement Date specified under the Plan, (2) the close of the Plan
Year during which occurs the tenth (10th) anniversary of the year in which the
Participant commenced participation or (3) the close of the Plan Year in which
the Participant terminates his service with the Company. There shall be an
exception to the above requirement if the Participant, and if the Participant is
married, the Participant's spouse, fail to approve a distribution prior to the
later of age 62 or normal retirement age, as required by Sections 5.04(g),
5.05(b), and 5.06(c), in which case the Participant shall be deemed to have made
a written election to have benefits commence at age 65.

         5.10 Notwithstanding any provision in this Article V to the contrary,
with the exception noted below, benefits shall begin no later than April 1 of
the calendar year following the calendar year in which a Participant attains age
70 1/2. If more than one benefit payment is to be made, the second payment shall
be made no later than December 31 of such year, with subsequent payments, if
any, to be made no later than December 31 of each following year until the
benefit is paid in full. Notwithstanding the above, benefits need not begin
until the later of April 1 of the calendar year following the date of retirement
or April 1 of the calendar year following the calendar year in which the
Participant attains age 70 1/2, if the Participant attains age 70 1/2 before
January 1, 1988 and is not a 5 percent owner. A 5 percent owner is a Participant
who meets the definition of 5 percent owner in Section 416(i) of the Code in the
Plan Year ending with or within the calendar year in which the Participant
attains age 66 1/2, or in any subsequent Plan Year.

         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

                                       36
<PAGE>

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. 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 Section
1.401(a)(9)-2 of the proposed regulations. Distributions after the death of the
Participant shall be distributed using the applicable life expectancy above as
the relevant divisor without regard to Proposed Regulations Section 1.401(a)
(9)-2.

         5.11 Payment Under Qualified Domestic Relations Order. Notwithstanding
any provisions of the Plan to the contrary, if there is entered any Qualified
Domestic Relations Order that affects the payment of benefits hereunder, such
benefits shall be paid in accordance with the applicable requirements of such
Order and the amounts due any Participant or Beneficiary shall be reduced
accordingly. For purposes of this Section the term Qualified Domestic Relations
Order means any judgment, decree or order (including approval of a property
settlement agreement) which:

            (a) relates to the provision of child support, alimony payments, or
         marital property rights to a spouse, former spouse, child or other
         dependent of a Participant;

            (b) is made pursuant to a state domestic relations law (including a
         community property law); and

                                       37
<PAGE>

            (c) constitutes a "qualified domestic relations order" within the
         meaning of Code Section 414(p) and ERISA Section 206(d)(3)(B), as added
         by the Retirement Equity Act of 1984.

         5.12 Grandfather Rules. The restrictions imposed by this Section with
respect to benefit commencement dates and benefit forms shall not apply if a
Participant has filed an election effective pursuant to the terms of Section
242(d) of the Tax Equity and Fiscal Responsibility Act of 1982. In any such case
the provisions of such election shall apply.

         5.13 Lost Beneficiary. If any benefit is payable under this Plan, and
the beneficiary cannot be located after reasonable efforts by the Company,
including registered mail to the last known address of the beneficiary, said
benefit shall no longer be payable and will be forfeited. However, if a claim is
made for the benefit by the beneficiary, the legal representative of the
beneficiary, or any other person to whom a benefit is payable, and said benefit
has not been paid because the beneficiary could not be located, then the benefit
shall be fully restored and shall again be payable, under the terms of the Plan
which may apply.

         5.14 Direct Rollover. This section applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the plan to the contrary
that would otherwise limit a distributee's election under this section, a
distributee 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 distributee in a direct
rollover.

         5.15 Right to Withdraw. Any Participant who has attained age 59 1/2
shall have the right to withdraw funds from any Accounts in which he is 100%
vested. Payment of withdrawals shall be made at the end of the next complete
calendar quarter following the date of the Participant's withdrawal request.

                                       38
<PAGE>

                                   ARTICLE VI
                          CONTRIBUTIONS BY PARTICIPANT

         6.01 Definition. The following definitions shall apply for purposes of
this Article VI.

            (a) "Compensation" with respect to any Employee means his Deferred
Compensation plus Compensation as defined in Section 4.03(a), paid during a Plan
Year. The amount of "414(s) Compensation" with respect to any Employee shall
include "414(s) Compensation" during the entire twelve (12) month period ending
on the last day of such Plan Year, except that for Plan Years beginning prior to
the later of January 1, 1992 or the date that is sixty (60) days after the date
final Regulations are issued, "414(s) Compensation" shall only be recognized as
of an Employee's effective date of participation. For purposes of this Section,
the determination of "414(s) Compensation" shall be made by including salary
reduction contributions made on behalf of an Employee to a plan maintained under
Code Section 125. "414(s) Compensation" in excess of $200,000 shall be
disregarded. Such amount shall be adjusted at the same time and in such manner
as permitted under Code Section 415 (d). Notwithstanding the foregoing, for Plan
Years beginning prior to January 1, 1989, the $200,000 limit shall apply only
for Top Heavy Plan Years and shall not be adjusted.

            (b) "Deferred Compensation" with respect to any Participant means
that portion of the participant's total Compensation which has been contributed
to the Plan in accordance with the Participant's deferral election.

            (c) "Elective Contribution" means the Company's contributions to the
Plan that are made pursuant to the Participant's deferral election. Any such
contributions deemed to be Elective Contributions shall be subject to the
requirements of this Article VI and shall further be required to satisfy the
discrimination requirements of Regulation l.401(k)-l(b), the provisions of which
are specifically incorporated herein by reference.


                                       39
<PAGE>

            (d) "Excess Aggregate Contributions" means, with respect to any Plan
Year, the excess of the aggregate amount of the voluntary Employee contributions
made pursuant to Section 6.02(a) over the maximum amount of such contributions
permitted under the limitations of Section 6.04 and 6.06.

            (e) "Excess Contributions" mean, with respect to a Plan Year, the
excess of Elective Contributions made on behalf of Highly Compensated
Participants for the Plan Year over the maximum amount of such contributions
permitted under Section 6.04(a). Excess Contributions shall be treated as an
"annual addition" pursuant to Section 4.03.

            (f) "Excess Deferred Compensation" means, with respect to any
taxable year of a Participant, the excess of the aggregate amount of such
Participant's Deferred Compensation and the elective deferrals specified in
Section 6.03(e) actually made on behalf of such Participant for such taxable
year, over the dollar limitation provided for in Code Section 402(g), which is
incorporated herein by reference. Excess Deferred Compensation shall be treated
as an "annual addition" pursuant to Section 4.03, unless such amounts are
distributed no later than the first April 15th following the close of the
Participant's taxable year.

            (g) "415 Compensation" means the compensation defined by Regulation
1.415-2(d).

            (h) "Highly Compensated Employee" means highly compensated active
employees and highly compensated former employees. A highly compensated active
employee includes any employee who performs service for the employer during the
determination year and who, during the look-back year: (1) received compensation
from the employer in excess of $75,000 (as adjusted pursuant to Section 415(d)
of the Code); (ii) received compensation from the employer in excess of $50,000
(as adjusted pursuant to Section 415(d) of the Code) and was

                                       40
<PAGE>

a member of the top-paid group for such year; or (iii) 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 Section 415(b)(1)(A)of the
Code. The term highly compensated employee also includes: (i) employees who are
both described in the preceding sentence if the term "determination year" is
substituted for the term "look-back year" and the employee is one of the 100
employees who received the most compensation from the employer during the
determination year; and (ii) employees who are 5 percent owners at any time
during the look-back year or determination year. If no officer has satisfied the
compensation requirement of (iii) above during either a determination year or
look-back year, the highest paid officer for such year shall be treated as a
highly compensated employee. For this purpose, the determination year shall be
the plan year. The look-back year shall be the twelve-month period immediately
preceding the determination year. A highly compensated former employee includes
any employee who separated from service (or was deemed to have separated) prior
to the determination year, performs no service for the employer during the
determination year, and was a highly compensated active employee for either the
separation year or any determination year ending on or after the employee's 55th
birthday.

            (i) "Income" means the income allocable to "excess amounts" which
shall equal the sum of the allocable gain or loss for the "applicable
computation

                                       41
<PAGE>

period" and the allocable gain or loss for the period between the end of the
"applicable computation period" and the date of distribution ("gap period"). The
income allocable to "excess amounts" for the "applicable computation period" and
the "gap period" is calculated separately and is determined by multiplying the
income for the "applicable computation period" or the "gap period" by a
fraction. The numerator of the fraction is the "excess amount" for the
"applicable computation period". The denominator of the fraction is the total
"Accrued Benefit" attributable to Company contributions as of the end of the
"applicable computation period" or the "gap period", reduced by the gain
allocable to such total amount for the "applicable computation period" or the
"gap period" and increased by the loss allocable to such total amount for the
"applicable computation period' or the "gap period". The provisions of this
Section shall be applied:

               (i) For purposes of Section 6.03(e), by substituting:

                    (1) "Excess Deferred Compensation" for "excess amounts";

                    (2) "taxable year of the Participant" for "applicable
               computation period";

                    (3) "Deferred Compensation" for "Company contributions"; and

                    (4) "Participant's Elective Account" for "Accrued Benefit".

               (ii) For purposes of Section 6.05, by substituting:

                    (1) "Excess Contributions" for excess amount;

                    (2) "Plan Year" for "applicable computation period";

                    (3) "Elective Contributions" for "Company contributions";
               and

                    (4) "Participant's Elective Account" for "Accrued Benefit"

               (iii) For purposes of Section 6.07, by substituting:

                    (1) "Excess Aggregate Contributions" for "excess amounts";

                    (2) "Plan Year" for "applicable computation period";

                    (3) Matching contributions made pursuant to Section 6.02 and
               any qualified non-elective contributions or elective deferrals
               taken into account pursuant to Section 6.02(c)" for "Company
               contributions"; and


                                       42
<PAGE>

                    (4) "Matching Contribution Account" for "Accrued Benefit".

         In lieu of the "fractional method" described above, a "safe harbor
method" may be used to calculate the allocable Income for the "gap period".
Under such "safe harbor method", allocable Income for the "gap period" shall be
deemed to equal ten percent (10%) of the Income allocable to "excess amounts"
for the "applicable computation period" multiplied by the number of calendar
months in the "gap period". For purposes of determining the number of calendar
months in the "gap period", a distribution occurring on or before the fifteenth
day of the month shall be treated as having been made on the last day of the
preceding month and a distribution occurring after such fifteenth day shall be
treated as having been made on the first day of the next subsequent month.

         Income allocable to any distribution of Excess Deferred Compensation on
or before the last day of the taxable year of the Participant shall be
calculated from the first day of the taxable year of the Participant to the date
on which the distribution is made pursuant to either the "fractional method" or
the "safe harbor method".

         Notwithstanding the above, for "applicable computation periods" which
began in 1987, Income during the "gap period" shall not be taken into account.

         "Participant's Elective Account" means the account established and
maintained by the Committee for each Participant with respect to his total
interest in the Plan and Trust resulting from Company's Elective Contributions.

         6.02 Contributions.

            (a) Each Participant shall have the right, at his option, to make an
Elective Contribution to the Trust Fund. However, a Participant is prohibited
from making Elective Contributions at any time during' the 12 month period
following the date of distribution of a

                                       43
<PAGE>

Hardship Withdrawal under Section 6.08. No such contribution shall be required
of any employee as a condition of his participation in the Plan. The Company
shall maintain an account for each Participant who shall have made a
contribution to the Trust Fund pursuant to this Section, which account shall be
appropriately designated as an "Elective Account.

            (b) For each Plan Year, the Employer shall contribute to the Plan on
behalf of each Participant a Matching Contribution in Company Stock, with the
amount determined in accordance with a Participant's Elective Contributions for
the Plan Year, as follows:

               (1) For all Elective Contributions up to $500, a Matching
Contribution of Company Stock equal to 100% of the Elective Contributions.

               (2) For all Elective Contributions in excess of $500, no Matching
Contribution shall be made.

         The amount contributed pursuant to this subsection shall be deemed a
Company contribution and shall be credited to the Participant's Matching
Contribution Account. The Company shall maintain an account for each Participant
who shall have received a Company Matching Contribution made on his behalf,
which shall be designated a Participant Matching Contribution Account. The
Matching Contribution Account shall be subject to the vesting schedule at
Section 5.06(b). Company Stock for Matching Contributions shall be sent to the
Trustees' custodian no later than the 15th of the month following the end of
each calendar quarter.

            (c) The Trustees shall establish a Segregated Account containing
assets contributed to the plan by any direct transfer of assets or qualified
rollover from another qualified trust to the extent permitted by the Code.

                                       44
<PAGE>

            (d) The accounts created pursuant to this Article VI shall be
increased by contributions and shall be decreased in the event of distribution
out of such account to the Participant or his Beneficiaries. Such accounts shall
share in the allocation based on the valuation of the assets of the Trust Fund
prescribed in Section 4.04 of the Plan, but shall not share in the allocations
with respect to Company contributions or allocation of forfeitures under the
Plan.

            (e) The interest of each Participant in his Segregated Account, and
Elective Account shall be non-forfeitable at all times. Distribution of the
Participant's interest in such accounts shall be made to the Participant or his
Beneficiaries only upon the circumstances provided for in Article V or VI
hereof.

         6.03 Deferral Elections.

            (a) Each Participant may elect to defer a portion of his
Compensation which would have been received in the Plan Year (except for the
deferral election) by up to the maximum amount which will not cause the Plan to
violate the provisions of Sections 6.04 and 4.03, or cause the Plan to exceed
the maximum amount allowable as a deduction to the Company under Code Section
404. Notwithstanding Section 2.01 of this Plan, if section 2.01(a) requires
more than 1 Year of Service for Eligibility to become a Participant, then for
purposes of this Section 6.03 the requirements of Section 2.01(a) shall be 1
Year of Service for Eligibility. A deferral election (or modification of an
earlier election) may not be made with respect to Compensation which is
currently available on or before the date the Participant executed such
election. Furthermore, a Participant is prohibited from making a deferral
election at any time during the 12 month period following the date of
distribution of a Hardship Withdrawal under Section 6.08.

                                       45
<PAGE>

            Additionally, each Participant may elect to defer and have allocated
for a Plan Year all or a portion of any cash bonus attributable to services
performed by the Participant for the Company during such Plan Year and which
would have been received by the Participant on or before two and one-half months
following the end of the Plan Year but for the deferral election. A deferral
election may not be made with respect to cash bonuses which are currently
available on or before the date the Participant executed such election.
Notwithstanding the foregoing, cash bonuses attributable to services performed
by the Participant during a Plan Year but which are to be paid to the
Participant later than two and one-half months after the close of such Plan Year
will be subjected to whatever deferral election is in effect at the time such
cash bonus would have otherwise been received.

            The amount by which Compensation and/or cash bonuses are reduced
shall be that Participant's Deferred Compensation and be treated as a Company
Elective Contribution and allocated to that Participant's Elective Account.

            (b) The balance in each Participant's Elective Account shall be
fully vested at all times and shall not be subject to forfeiture for any reason.

            (c) Amounts held in the Participant's Elective Account may not be
distributable earlier than:

                    (1) a Participant's termination of employment, Total and
               Permanent Disability, or death;

                    (2) a Participant's attainment of age 59 1/2;

                    (3) the termination of the Plan without the establishment of
               another defined contribution plan (other than an employee stock

                                       46
<PAGE>

               ownership plan as defined in Code Section 4975(e)(7) or a
               simplified employee pension plan as defined in Code Section 408
               (k);

                    (4) The date of disposition by the Company of substantially
               all of the assets (within the meaning of Code Section 409(d)(2))
               used in a trade or business if the Company continues to maintain
               this Plan with respect to a Participant who continues employment
               with the corporation acquiring such assets and such corporation
               does not maintain this Plan; or

                    (5) the date of disposition by the Company who maintains the
               Plan of its interest in a subsidiary (within the meaning of Code
               Section 409(d)(3)) but only with respect to a Participant who
               continues employment with such subsidiary.

                    (6) the Participant's Hardship Withdrawal under Section
               6.08.

            All of the above distributions are subject to the spousal consent
requirements of Section 5.04(d) if section 5.04(c) applies, within the 90 day
period prior to the proposed date of distribution. If Section 5.04(c) does not
apply, a distribution under paragraphs 3, 4 and 5 may only be made in a lump
sum.

            (d) In any Plan Year beginning after December 31, 1987, a
Participant's Deferred Compensation under this Plan and all other plans,
contracts or arrangements of the Company maintaining this Plan shall not exceed,
during any taxable year, the limitation imposed by Code Section 402(g), as in
effect at the beginning of such taxable year. This dollar limitation shall be
adjusted annually pursuant to the method provided in Code Section 415(d) in
accordance with Regulations. This dollar limitation shall be reduced, in the
Participant's taxable year immediately following the taxable year in which the
Participant receives distribution of a


                                       47
<PAGE>

Hardship Withdrawal under Section 6.08, by the amount of Participant's Deferred
Compensation in said taxable year of distribution of a Hardship Withdrawal.

            (e) If a Participant's Deferred Compensation under this Plan
together with any elective deferrals (as defined in Regulation 1.402(g)-1(b))
under another qualified cash or deferred arrangement (as defined in Code Section
401(k)), a simplified employee pension (as defined in Code Section 408 (k)), a
salary reduction arrangement (within the meaning of Code Section 3121(a)(5)(D)),
a deferred compensation plan under Code Section 457, or a trust described in
Code Section 501(c)(18) cumulatively exceed the limitation imposed by Code
Section 402(g) (as adjusted annually in accordance with the method provided in
Code Section 415(d) pursuant to Regulations) for such Participant's taxable
year, the Participant may, not later than March 1 following the close of his
taxable year, notify the Committee in writing of such excess and request that
his Deferred Compensation under this Plan be reduced by an amount specified by
the Participant. In such event, the Committee may direct the Trustee to
distribute such excess amount (and any Income allocable to such excess amount)
to the Participant not later than the first April 15th following the close of
the Participant's taxable year. Any distribution of less than the entire amount
of Excess Deferred Compensation and Income shall be treated as a pro rata
distribution of Excess Deferred Compensation and Income. The amount distributed
shall not exceed the Participant's Deferred Compensation under the Plan for the
taxable year. Any distribution on or before the last day of the Participant's
taxable year must satisfy each of the following conditions:

                    (1) the Participant shall designate the distribution as
               Excess Deferred Compensation;


                                       48
<PAGE>

                    (2) the distribution must be made after the date on which
               the Plan received the Excess Deferred Compensation; and

                    (3) the Plan must designate the distribution as a
               distribution of Excess Deferred Compensation.

          (f) Notwithstanding Section 6.03(e) above, a Participant's Excess
Deferred Compensation shall be reduced, but not below zero, by any distribution
of Excess Contributions pursuant to Section 6.05 for the Plan Year beginning
with or within the taxable year of the Participant.

          (g) At Normal Retirement Date, or such other date when the Participant
shall be entitled to receive benefits, the fair market value of the
Participant's Elective Account shall be used to provide additional benefits to
the Participant or his Beneficiary in accordance with the terms of Article V.

          (h) The Company and the Committee shall implement the salary reduction
elections provided for herein in accordance with the following:

                    (1) A Participant must make his initial salary deferral
               election within a reasonable time, not to exceed thirty (30)
               days, after entering the Plan. An election to defer a cash bonus
               shall be made prior to the date that the bonus is currently
               available. If the Participant fails to make an initial salary
               deferral election within such time, then such Participant may
               thereafter make an election in accordance with the rules
               governing modifications. The Participant shall make such an
               election by entering into a written salary reduction agreement
               with the Company and filing such agreement with the Committee.
               Such election shall initially be effective beginning with the pay
               period following the acceptance of

                                       49
<PAGE>

               the salary reduction agreement by the Committee, shall not have
               retroactive effect and shall remain in force until revoked.

                    (2) A Participant may modify a prior election quarterly,
               during election periods established by the Committee. Any
               modification shall not have retroactive effect and shall remain
               in force until revoked. Salary reductions may be made from 1% to
               10% of pay, in whole percentages.

                    (3) A Participant may elect to prospectively revoke his
               salary reduction agreement in its entirety at any time during the
               Plan Year by providing the Committee with thirty (30) days
               written notice of such revocation (or upon such shorter notice
               period as may be acceptable to the Committee). Such revocation
               shall become effective as of the beginning of the first pay
               period coincident with or next following the expiration of the
               notice period. Furthermore, the termination of the Participant's
               employment, or the cessation of participation for any reason,
               shall be deemed to revoke any salary reduction agreement then in
               effect, effective immediately following the close of the pay
               period within which such termination or cessation occurs.

         6.04 Maximum Annual Allocation.

            (a) For each Plan Year, the annual allocation derived from Company
Elective Contributions to a Participant's Elective Account shall satisfy one of
the following tests:

                    (1) The "Actual Deferral Percentage" for the Highly
               Compensated Participant group shall not be more than the "Actual
               Deferral Percentage" of the Non-Highly Compensated Participant
               group multiplied by 1.25; or

                                       50
<PAGE>

                    (2) The excess of the "Actual Deferral Percentage" for the
               Highly Compensated Participant group over the "Actual Deferral
               Percentage" for the Non-Highly Compensated Participant group
               shall not be more than two percentage points. Additionally, the
               "Actual Deferral Percentage" for the Highly Compensated
               Participant group shall not exceed the "Actual Deferral
               Percentage" for the Non-Highly Compensated Participant group
               multiplied by 2. The provisions of Code Section 401(k)(3) and
               Regulation 1.401(k)-l(b) are incorporated herein by reference.

                    Notwithstanding the foregoing, the Plan Years beginning
               after December 31, 1988, in order to prevent the multiple use of
               the alternative method described in (2) above and in Code Section
               401(m)(9)(A)1 any Highly Compensated Participant eligible to make
               elective deferrals pursuant to Section 6.03 and to make voluntary
               contributions under this Plan or under any other plan maintained
               by the Company shall have his actual contribution ratio reduced
               pursuant to Regulation 1.401(m)-2, the provisions of which are
               incorporated herein by reference.

            (b) For the purposes of this Section "Actual Deferral Percentage"
shall mean, for a specified group of participants for a Plan Year, the average
of the ratios (calculated separately for each participant in such group) of (1)
the amount of employer contributions actually paid over to the trust on behalf
of such participant for the Plan Year to (2) the participant's Compensation for
such Plan Year. Employer contributions on behalf of any participant shall
include: (1) any Elective Deferrals made pursuant to the participant's deferral
election (including Excess Elective Deferrals of Highly Compensated Employees),
but excluding

                                       51
<PAGE>

(a) Excess Elective Deferrals of Non-Highly Compensated Employees that arise
solely from Elective Deferrals made under the plan or plans of this employer and
(b) 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); and (2) 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 Deferral shall be treated as a
participant on whose behalf no Elective Deferrals are made.

            (c) For the purpose of determining the actual deferral ratio of a
Highly Compensated Employee who is subject to the Family Member aggregation
rules of Code Section 414(q)(6) because such Participant is either a "five
percent owner" of the employer or one of the ten (1) Highly Compensated
Employees paid the greatest "415 Compensation" during the year, the following
shall apply:

                    (1) The combined actual deferral ratio for the family group
               (which shall be treated as one Highly Compensated Participant)
               shall be determined by aggregating Company Elective Contributions
               and "414(s) Compensation" of all eligible Family Members
               (including Highly Compensated Participants). Notwithstanding the
               foregoing, in applying the $200,000 limit to "414(s)
               Compensation", Family Members shall include only the affected
               Employee's spouse and any lineal descendants who have not
               attained age 19 before the close of the Plan Year.
               Notwithstanding the foregoing, with respect to Plan Years
               beginning prior to January 1, 1990, compliance with the
               Regulations then in effect shall be deemed to be compliance with
               this paragraph.

                                       52
<PAGE>

                    (2) The Company Elective Contributions and "414(s)
               Compensation" of all Family Members shall be disregarded for
               purposes of determining the "Actual Deferral Percentage" of the
               Non-Highly Compensated Participant group except to the extent
               taken into account in paragraph (1) above.

                    (3) If a Participant is required to be aggregated as a
               member of more than one family group in a plan, all Participants
               who are members of those family groups that include the
               Participants are aggregated as one family group in accordance
               with paragraphs (1) and (2) above.

            (d) For the purposes of Sections 6.04 and 6.05, a Highly Compensated
participant and a Non-Highly Compensated participant shall include any Employee
eligible to make a deferral election pursuant to Section 6.03, whether or not
such deferral election was made or suspended pursuant to Section 6.03.

            (e) For the purposes of this Section and Code Sections 401(a)(4),
410(b) and 401(k), if two or more plans which include cash or deferred
arrangements are considered one plan for the purposes of Code Section 401(a)(4)
or 410(b) (other than Code Section 410(b)(2)(A)(ii) as in effect for Plan Years
beginning after December 31, 1988), the cash or deferred arrangement included in
such plans shall be treated as one arrangement. In addition, two or more cash or
deferred arrangements may be considered as a single arrangement for purposes of
determining whether or not such arrangements satisfy Code Sections 401(a)(4),
410(b) and 401(k). In such a case, the cash or deferred arrangements included in
such plans and the plans including such arrangements shall be treated as one
arrangement and as one plan for purposes of this Section and Code Sections
401(a)(4), 410(b) and 401(k). For Plan Years

                                       53
<PAGE>

beginning after December 31, 1989, plans may be aggregated under this paragraph
(d) only if they have the same plan year.

            Notwithstanding the above, for Plan Years beginning after December
31, 1988, an employee stock ownership plan described in Code Section 4975(e)(7)
may not be combined with this Plan for purposes of determining whether the
employee stock ownership plan or this Plan satisfies this Section and Code
Sections 401(a)(4), 410(b) and 401(k).

            (f) For the purposes of this Section, if a Highly Compensated
participant is a participant under two or more cash or deferred arrangements
(other than a cash or deferred arrangement which is part of an employee stock
ownership plan of the Company as defined in Code Section 4975(e)(7) for Plan
Years beginning after December 31, 1988, all such cash or deferred arrangements
shall be treated as one cash or deferred arrangement for the purpose of
determining the actual deferral ratio with respect to such Highly Compensated
participant. For Plan Years beginning after December 31, 1988, if the cash or
deferred arrangements have different Plan Years, this paragraph shall be applied
by treating all cash or deferred arrangements ending with or within the same
calendar year as a single arrangements.

         6.05 Actual Deferral Percentage Tests. In the event that the initial
allocations of the Company's Elective Contributions made pursuant to Section
6.03 do not satisfy one of the tests set forth in Section 6.04 for Plan Years
beginning after December 31, 1986, the Committee shall adjust Excess
Contributions pursuant to the options set forth below:

            (a) On or before the fifteenth day of the third month following the
end of each Plan Year, the Highly Compensated participant having the highest
actual deferral ratio shall have his portion of Excess Contributions distributed
to him until one of the tests set forth in Section 6.04 is satisfied, or until
his actual deferral ratio equals the actual deferral ratio of the Highly

                                       54
<PAGE>

Compensated participant having the second highest actual deferral ratio. This
process shall continue until one of the tests set forth in Section 6.04 is
satisfied. For each Highly Compensated participant, the amount of Excess
Contributions is equal to the Elective Contributions on behalf of such Highly
Compensated Participant (determined prior to the application of this paragraph)
minus the amount determined by multiplying the Highly Compensated participant's
actual deferral ratio (determined after application of this paragraph) by his
"414(s) Compensation". However, in determining the amount of Excess
Contributions to be distributed with respect to an affected Highly Compensated
participant as determined herein, such amount shall be reduced by any Excess
Deferred Compensation previously distributed to such affected Highly Compensated
participant for his taxable year ending with or within such Plan Year.

            (b) With respect to the distribution of Excess Contributions
pursuant to (a) above, such distribution:

                    (i) may be postponed but not later than the close of the
               Plan Year following the Plan Year to which they are allocable;

                    (ii) shall be adjusted for Income; and

                    (iii) shall be designated by the Company as a distribution
               of Excess Contributions (and income).

            (c) Any distribution of less than the entire amount of Excess
Contributions shall be treated as a pro rata distribution of Excess
Contributions and Income.

            (d) If the determination and correction of Excess Contributions is
of a Highly Compensated participant whose actual deferral ratio is determined
under the family aggregation rules, then the actual deferral ratio shall be
reduced as required herein, and the Excess

                                       55
<PAGE>

Contributions for the family unit shall be allocated among the family Members in
proportion to the Elective Contributions of each family Member that were
combined to determine the group actual deferral ratio. Notwithstanding the
foregoing with respect to Plan Years beginning prior to January 1, 1990,
compliance with the regulations then in effect shall be deemed to be compliance
with this paragraph.

            (e) Within twelve (12) months after the end of the Plan Year,
Company may make a special contribution of behalf of Non-Highly Compensated
participants in an amount sufficient to satisfy one of the tests set forth in
Section 6.04. Such contribution shall be allocated to the participant's Elective
Account of each Non-Highly Compensated participant in the same proportion that
each Non-Highly Compensated Participant's Compensation for the year bears to the
total Compensation of all Non-Highly Compensated Participants.

         6.06 Actual Contribution Percentage Tests.

            (a) The "Actual Contribution Percentage" for Plan Years beginning
after December 31, 1986 for the Highly Compensated participant group shall not
exceed the greater of:

                    (1) 125 percent of such percentage for the Non-Highly
               Compensated participant group; or

                    (2) the lesser of 200 percent of such percentage for the
               Non-Highly Compensated Participant group, or such percentage for
               the Non-Highly Compensated participant group plus 2 percentage
               points. However, for Plan Years beginning after December 31,
               1988, to prevent the multiple use of the alternative method
               described in this paragraph and Code Section 401(m)(9)(A), the
               Highly Compensated Participant eligible to make elective
               deferrals pursuant

                                       56
<PAGE>

               to Section 6.03 or any other cash or deferred arrangement
               maintained by the Company shall have his actual contribution
               ratio reduced pursuant to Regulation 1.401(m)-2. The provisions
               of Code Section 401(m) and Regulations 1.401(m)l(b) and
               1.401(m)-2 are incorporated herein by reference.

            (b) For the purposes of this Section and Section 6.07, "Actual
Contribution Percentage" for a Plan Year means, with respect to the Highly
Compensated Participant group and Non-Highly Compensated Participant group, the
average of the ratios (calculated separately for each participant in each group)
of:

               (1) the sum of Matching Contributions made under the plan on
            behalf of the participant for the Plan Year. Such Contribution
            Percentage Amounts shall not include Matching Contributions that are
            forfeited either to correct Excess Aggregate Contributions or
            because the contributions to which they relate are Excess Deferrals,
            Excess Contributions, or Excess Aggregate Contributions. The
            employer may include Qualified Non-elective Contributions in the
            Contribution Percentage Amounts. The employer also may elect to use
            Elective Deferrals so long as the ADP test is met before the
            Elective Deferrals are used in the ACP test and continues to be met
            following the exclusion of those Elective Deferrals that are used to
            meet the ACP test; to

               (2) the participant's "414(s) Compensation" for such Plan Year.

            (c) For the purposes of determining the actual contribution ratio of
a Highly Compensated Employee who is subject to the Family Member aggregation
rules of Code Section 414(q) (6) because such Employee is either a "five percent
owner" of the Company or one of the

                                       57
<PAGE>

ten (10) Highly Compensated Employees paid the greatest "415 Compensation"
during the year, the following shall apply:

               (1) The combined actual contribution ratio for the family group
            (which shall be treated as one Highly Compensated Participant) shall
            be determined by aggregating voluntary Employee contributions made
            pursuant to Section 6.02(a) and "414(s) Compensation" of all
            eligible Family Members (including Highly Compensated Participants).
            However, in applying the $200,000 limit to "414(s) Compensation" for
            Plan Years beginning after December 31, 1988, Family Members shall
            include only the affected Employee's spouse and any lineal
            descendents who have not attained age 19 before the close of the
            plan Year. Notwithstanding the foregoing, with respect to Plan Years
            beginning prior to January 1, 1990, compliance with the Regulations
            then in effect shall be deemed to be compliance with this paragraph.

               (2) The "414(s) Compensation" of all Family Members shall be
            disregarded for purposes of determining the "Actual Contribution
            Percentage" of the Non-Highly Compensated Participant group except
            to the extent taking into account in paragraph (1) above.

               (3) If a Participant is required to be aggregated as a member of
            more than one family group in a plan, all participants who are
            members of those family groups that include the participant are
            aggregated as one family group in accordance with paragraphs (1) and
            (2) above.

            (d) For purposes of this Section and Code Sections 401(a)(4),
410(b) and 401(m), if two or more plans of the Employer to which Employee
contributions are made are

                                       58
<PAGE>

treated as one plan for purposes of Code Sections 401(a)(4) or 410(b) (other
than the average benefits test under Code Section 410(b)(2)(A)(ii) as in effect
for Plan Years beginning after December 31, 1988), such plans shall be treated
as one plan. In addition, two or more plans of the Company to which Employee
contributions are made may be considered as a single plan for purposes of
determining whether or not such plans satisfy Code Sections 401(a)(4), 410(b)
and 401(m). In such a case, the aggregated plans must satisfy this Section and
Code Sections 401(a)(4), 410(b) and 401(m) as though such aggregated plans were
a single plan. For Plan Years beginning after December 31, 1989, plans may be
aggregated under this paragraph (d) only if they have the same Plan Year.

            Notwithstanding the above, for Plan Years beginning after December
31, 1988, an employee stock ownership plan described in Code Section 4975(e)(7)
may not be aggregated with this Plan for purposes of determining whether the
employee stock ownership plan or this Plan satisfies this Section and Code
Sections 401(a)(4), 410(b) and 401 (m).

            (e) If a Highly Compensated participant is a participant under two
or more plans (other than an employee stock ownership plan as defined in Code
Section 4975(e)(7) for Plan Years beginning after December 31, 1988 which are
maintained by the Company to which Employee contributions are made, all such
contributions on behalf of such Highly Compensated participant shall be
aggregated for purposes of determining Company to which Employee contributions
are made, all such contributions on behalf of such Highly Compensated
participant's actual contribution ratio. However, for Plan Years beginning after
December 31, 1988, if the plans have different plan years, this paragraph shall
be applied by treating all plans ending with or within the same calendar year as
a single plan.

                                       59
<PAGE>
            (f) For purposes of Section 6.06 and 6.07, a Highly Compensated
participant and Non-Highly Compensated participant shall include any Employee
eligible to have a deferral election made pursuant to Section 6.03 allocated to
his account for the Plan Year.

         6.07 Adjustment to Actual Contribution Percentage Tests.

            (a) In the event that, for Plan Years beginning after December 31,
1986, the "Actual Contribution Percentage" for the Highly Compensated
participant group exceeds the "Actual Contribution Percentage" for the
Non-Highly Compensated participant group pursuant to Section 6.07, the Committee
(on or before the fifteenth day of the third month following the end of the Plan
Year, but in no event later than the close of the following Plan Year) shall
direct the Trustee to distribute to the Highly Compensated participant having
the highest actual contribution ratio, his portion of Excess Aggregate
Contributions (and Income allocable to such contributions) until either one of
the tests set forth in Section 6.06 is satisfied, or until his actual
contribution ratio equals the actual contribution ratio of the Highly
Compensated participant having the second highest actual contribution ratio.
This process shall continue until one of the tests set forth in Section 6.06 is
satisfied.

            (b) Any distribution of less than the entire amount of Excess
Aggregate Contributions (and Income) shall be treated as a pro rata distribution
of Excess Aggregate Contributions and Income. Distribution of Excess Aggregate
Contributions shall be designated by the Company as a distribution of Excess
Aggregate Contributions (and Income).

            (c) Excess Aggregate Contributions shall be treated as Company
contributions for purposes of Code Sections 404 and 415 even if distributed from
the Plan.

            (d) For each Highly Compensated participant, the amount of Excess
Aggregate Contributions is equal to the total voluntary Employee contributions
made pursuant to

                                       60
<PAGE>

Section 6.02(a) minus the amount determined by multiplying the Highly
Compensated Participant's actual contribution ratio, as adjusted by Section
6.07(a) above, by his "414(s) Compensation". The actual contribution ratio must
be rounded to the nearest one-hundredth of one percent for Plan Years beginning
after December 31, 1988. In no case shall the amount of Excess Aggregate
Contribution with respect to any Highly Compensated participant exceed the
amount of voluntary Employee contributions made pursuant to Section 6.02.

            (e) If the determination and correction of Excess Aggregate
Contributions is of a Highly Compensated participant whose actual contribution
ratio is determined under the family aggregate Contributions for the family unit
shall be allocated among the Family Members in proportion to the sum of
voluntary Employee contributions made pursuant to Section 6.02 of each Family
Member that were combined to determine the group actual contribution ratio.
Notwithstanding the foregoing with respect to Plan Years beginning prior to
January 1, 1990, compliance with the Regulations then in effect shall be deemed
to be compliance with this paragraph.

            (f) Notwithstanding the above, within twelve (12) months after the
end of the Plan Year, the Company may make a special contribution on behalf of
Non-Highly Compensated participants in an amount sufficient to satisfy one of
the tests set forth in Section 6.06. Such contribution shall be allocated to the
participant's Elective Account of each Non-Highly Compensated participant in the
same proportion that each Non-Highly Compensated participant's compensation for
the year bears to the total compensation of all Non-Highly Compensated
participants. A separate accounting shall be maintained for the purpose of
excluding such contributions from the "Actual Deferral Percentage" tests
pursuant to Section 6.04.

                                       61
<PAGE>

         6.08 Hardship Distributions. The total of a Participant's Company
Elective Contributions under Section 6.03, but not the earnings thereon, shall
be eligible for hardship withdrawal under this provision. Hardship distributions
are subject to the spousal consent requirements contained in Sections 401(a)(11)
and 417 of the Code, if applicable. The conditions are set forth in Section
5.04(c). If Section 5.04(c) would apply, the spousal consent rules of Section
5.04(d) must be followed.

            (a) The Committee, at the election of the Participant, shall direct
the Trustee to distribute to any Participant in any one Plan Year up to the
lesser of 100% of his Participant's Company Elective Contributions or the amount
necessary to satisfy the immediate and heavy financial need of the Participant.
Withdrawal under this Section shall be authorized only if the distribution is on
account of:

               (1) Medical expenses described in Code Section 213(d) incurred by
            the Participant, his spouse, or any of his dependents (as defined in
            Code Section 152);

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

               (3) Payment of tuition and related educational fees for the next
            12 months of post-secondary education for the Participant, his
            spouse, children, or dependents; or

               (4) The need to prevent the eviction of the Participant from his
            principal residence or foreclosure on the mortgage of the
            Participant's principal residence.

                                       62
<PAGE>

         (b) No distribution shall be made pursuant to this Section unless the
Committee, based upon the Participant's representation and other facts known to
the Committee, determines that all of the following conditions are satisfied:

               (1) The distribution is not in excess of the amount of the
            immediate and heavy financial need of the Participant (including the
            amount needed to pay taxes on the distribution);

               (2) The Participant has obtained all distributions, other than
            hardship distributions, and all nontaxable loans currently available
            under all plans maintained by the Company;

               (3) The Plan, and all other plans maintained by the Company,
            provide that the Participant's elective deferrals and voluntary
            contributions will be suspended for at least twelve (12) months
            after receipt of the hardship distribution; and

               (4) The Plan, and all other plans maintained by the Company,
            provide that the Participant may not make elective deferrals for the
            Participant's taxable year immediately following the taxable year of
            the hardship distribution in excess of the applicable limit under
            Code Section 402(g) for such next taxable year less the amount of
            such Participant's elective deferrals for the taxable year of the
            hardship distribution.

                                   ARTICLE VII
                                   -----------

                                    COMMITTEE
                                    ---------

         7.01 The Board may appoint a Committee to administer the Plan. If a
Committee is not appointed, or has no current members, the Company shall serve
as the Committee. The Committee shall serve at the pleasure of the Board. The
members of the Committee shall be

                                       63
<PAGE>

individuals and may but need not be directors of the Company or Participants.
The members of the Committee shall serve without compensation.

         7.02 The Committee shall act by a majority vote of its members at a
meeting or in writing without a meeting.

         7.03 The Committee shall appoint a secretary who may, but need not be,
one of its own members. He shall keep complete records of the administration of
the Plan.

         7.04 The Committee may authorize each or any one of its members or its
secretary to perform routine acts and to sign documents on its behalf. No
member, however, shall vote or act upon or sign any documents relating to his
own participation hereunder.

         7.05 The Committee may appoint agents and may employ an accountant and
legal counsel who may, but need not be, counsel for the Company. The Company
shall pay all expenses authorized and incurred by the Committee in the
administration of the Plan.

         7.06 The Committee may provide rules and regulations not inconsistent
with the terms and provisions hereof for the administration of the Plan and from
time to time may amend or supplement such rules and regulations. Any
construction or interpretation of the Plan or any determination of fact in
applying the Plan made in good faith by the Committee shall be final and
conclusive. The Committee will instruct the Trustees on all matters within its
discretion as provided in the Trust Agreement.

         7.07 Any member of the Committee may resign by giving written notice
addressed to the chief executive officer of the Company. Vacancies shall be
filled by the Board, but interim appointments may be made by the chief executive
officer of the Company.

                                       64
<PAGE>

         7.08 The Committee shall notify each Participant or Beneficiary upon
the Participant's termination of employment as to what benefits he is entitled
to from the Plan, and also advise him as to what arrangements have been made to
pay the benefits.

         If the benefits and/or the arrangements to pay them are not
satisfactory to the Participant or Beneficiary, he may file a written request
with the Committee for a review of the Committee's decision. Such request must
be made within sixty (60) days following the Committee's notification. In
connection with any request for review, the applicant may at any time review
pertinent documents and may submit issues and comments in writing. The Committee
shall notify the applicant of its determination within sixty (60) days following
the receipt of the request for review.

                                  ARTICLE VIII
                                  ------------

                                    TRUSTEES
                                    --------

         8.01 All contributions made by the Company hereunder shall be paid to
the Trustees designated in the Trust Agreements, to be held by them as Trust
Funds in accordance with the terms of the Trust Agreements between the Trustees
and the Company. The Trustees may make such investments as they deem advisable
(including life insurance and annuity contracts) in accordance with the terms of
Article V of said Trust Agreement.

         8.02 There shall be at least one Trustee acting hereunder. The actual
number of Trustees shall be set by the Board from Time to time. The Trustees may
be corporations having authority to act as such in the State of New Jersey or
individuals who may but need not be Directors of the Company or members of the
Committee or participating employees. The Trustees shall have the rights,
privileges, duties and immunities conferred upon them by the Trust Agreement.

                                       65
<PAGE>

         8.03 This Plan is intended to acquire and hold "qualifying employer
securities", as that term is defined in Section 407 of the Employee Retirement
Income Security Act of 1974, as amended. Company Stock may be contributed to the
Plan by the Company, or the investment of Trust Funds in Company Stock may be
authorized by the Company. Any securities received by the Trustees as a stock
split or dividend or as a result of a reorganization or other recapitalization
of the Company shall be allocated as of each accounting date in the same manner
as the stock to which it is attributable is then allocated. In the event any
rights, warrants or options are issued on Company Stock held in the Trust, the
Trustees shall exercise them for the acquisition of additional Company Stock to
the extent that cash is then available. Any Company Stock acquired in this
fashion shall be treated as Company Stock bought by the Trustees for the net
price paid. Any rights, warrants or options on common shares or other securities
of the Employer which cannot be exercised for lack of cash may be sold by the
Trustees and the proceeds treated as a current cash dividend received on Company
Stock.

         8.04 Every Participant under the Plan may request that all of his
Elective Account be invested in any form of investment selected by the
Participant from the choice of mutual fund or portfolio investments currently
offered by the Trustee. Provided, however, that if any Participant is permitted
to self-direct investments in his accounts in any particular form or type of
investment, all Participants shall have the same right. The right to self-direct
investments shall be administered in such a manner as meets the requirements of
Section 404(c) of the Employee Retirement Income Security Act of 1974, as
amended, and the Labor Regulations thereunder.

         Such accounts shall be called Self-Directed Accounts. Requests to
change investments in Self-Directed Accounts shall be made to the Plan
Administrator, and shall be limited in

                                       66
<PAGE>

frequency to one request for each period of time which the Plan Administrator
determines is reasonable for the type of investment offered.

         When a Participant has self-directed his Accounts, or any portion
thereof, the Plan Administrator shall so direct the Trustee hereunder. The
Trustee shall segregate on its books the amount in each Self-Directed Account,
and the amount so segregated shall not share in the net income, or losses, net
appreciation or depreciation of the Trust Fund. All costs attributable to each
Self-Directed Account shall be charged to such Self-Directed Account.

         In the event a Participant elects to self-direct the investment of his
accounts, he shall not be deemed to be a Fiduciary with respect to the Plan by
reason of such self-direction and neither the Trustee, the Plan Administrator
nor any other Fiduciary with respect to the Plan shall be liable for any loss or
breach resulting from the exercise of such Participant's right to self-direct
his accounts. Plan loans shall constitute a self-directed investment under this
Section.

                                   ARTICLE IX
                                   ----------

                         AMENDMENT, TERMINATION, MERGER
                         ------------------------------

         9.01 The Company reserves the right at any time and from time to time
by action of the Board to modify, suspend, amend or terminate the Plan and/or
Trust Agreement in whole or in part. Any such modification, suspension,
amendment or termination shall be made by delivering to the Trustees and the
Committee written notice executed by an officer of the Company at the direction
of the Board. The Company shall have no power to modify, suspend, amend or
terminate the Plan or Trust Agreement in such manner as will (i) reduce the
Accrued Benefit of a Participant (except to the extent permitted under Section
412(c)(8))(ii) cause or permit any part of the Trust Fund to be diverted to
purposes other than for the exclusive benefit of Participants or their
Beneficiaries or estate or (iii) will cause or permit any portion of the Trust
Fund to revert to or become the property of the Company (except as provided in
Section 9.05 hereof). No

                                       67
<PAGE>

amendment shall substantially increase the duties or responsibilities of the
Trustees without their written consent. For purpose of this paragraph, a plan
amendment which has the effect of (1) eliminating or reducing an early
retirement benefit or a retirement-type subsidy, or (2) eliminating an optional
form of benefit, with respect to benefits attributable to service before the
amendment shall be treated as reducing accrued benefits. In the case of a
retirement-type subsidy, the preceding sentence shall apply only with respect to
a Participant who satisfies (either before or after the amendment) the
preamendment conditions for the subsidy. In general, a retirement-type subsidy
is a subsidy that continues after retirement, but does not include a qualified
disability benefit, a medical benefit, a social security supplement, a death
benefit (including life insurance), or a plant shutdown benefit (that does not
continue after retirement age).

         9.02 Notwithstanding anything to the contrary herein contained, the
Company, upon any such termination of the Plan, shall have no obligation or
liability whatsoever to make any further payments to the Trustees and neither
the Trustees, the Committee nor any Participant or other person shall have any
right to compel the Company to make any payments after the termination of the
Plan.

         9.03 In the event of termination or partial termination of this plan or
upon the complete discontinuance of contributions under the plan, the rights of
each Participant to the amounts credited to his account at such time shall be
nonforfeitable. In the case of a partial termination only the account balances
of Participants affected by the partial termination shall be non-forfeitable.
The cash and other property attributable to such Participant shall remain in the
Trust Fund until they shall become distributable pursuant to the provisions of
Article V or until the termination of the Trust, as provided in Section 9.04
hereof.

                                       68
<PAGE>

         9.04 Upon termination of the Trust, unless the Board provides
otherwise, the Committee shall direct the Trustees to distribute all assets
remaining in the Trust Fund, after payment of any expenses properly chargeable
against the Trust, to the Participants, or their Beneficiaries. Such
distributions shall be made in accordance with the value of their accounts
determined as of the date of termination of the Trust and in such manner as the
Committee shall determine. The Committee's determination shall be final and
conclusive upon all persons.

         9.05 If the Internal Revenue Service determines that this Plan and the
Trust Agreements hereunder do not qualify initially under Section 401(a) of the
Internal Revenue Code of 1954 or any Statute or similar import, any
contributions made by the Company, together with any other property in the Trust
Funds shall be returned to the Company, by the Trustees, within one (1) year of
the date of denial of qualification; provided that the application for
determination relating to initial qualification was filed by the due date of
Company's return for the taxable year in which the Plan was adopted. Upon the
return of the contributions and other property in the Trust Funds to the
Company, the Trusts shall terminate and the Trustees shall be discharged from
all obligations under the Trust Agreement. No Participant or beneficiary shall
have any right or claim to any asset of the Trust Funds or to any benefit under
the Plan before the Internal Revenue Service determines that this Plan is so
qualified.

         9.06 The Company or Trustees shall notify each Employee who is an
interested party of the Request for Determination filed with the Internal
Revenue Service.

         9.07 In the event this plan and/or the Trusts which are a part of the
Plan merges or consolidates with, or there is a transfer of assets or
liabilities to any other Plan or Trust, each Participant in the Plan would (if
the Plan then terminated) receive a benefit immediately after the merger,
consolidation or transfer which is equal to or greater than the benefit he would
have been

                                       69
<PAGE>

entitled to receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).

                                    ARTICLE X
                                    ---------

                                  MISCELLANEOUS
                                  -------------

         10.01 Neither the establishment of the Plan and Trusts nor a
modification thereof nor the creation of any fund or account nor the payment of
any benefits shall be construed as, giving to any Participant or any other
person any legal or equitable rights against the Company or any officer or
employee or the Trustees or the Committee, unless the same shall be specifically
provided for in this Plan or conferred by affirmative action of the Committee or
the Company in accordance with this Plan, nor as giving any Participant the
right to be retained in the service of the Company, the right to information
concerning the operations or financial affairs of the Company, or as otherwise
affecting the terms of employment of any Participant. All Participants shall
remain subject to discharge to the same extent as if the Plan had never been
created.

         10.02 No right of any Participant or Beneficiary to any payment or to
any account created under this Plan shall be subject to any claim or any
creditor of the Participant or Beneficiary, and shall not be subject to
attachment, garnishment or other legal process by any creditor of the
Participant or Beneficiary. No Participant or Beneficiary shall have any right
to alienate, anticipate, commute, pledge, encumber or assign any beneficial
right to payment or in any account created hereunder. The limitations on the
alienability of benefits described in this Section 10.02 shall not apply with
respect to Qualified Domestic Relations Orders as that term is defined in
Section 414(p) of the Internal Revenue Code.

         10.03 Any payment or distribution to any Participant oR his legal
representative or Beneficiary in accordance with the provisions of this Plan,
shall be in full satisfaction of all claims against the Trust Fund, the
Trustees, the Committee and the Company.

                                       70
<PAGE>

         10.04 Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where they would
so apply. Whenever any words herein are used in the singular or in the plural,
they shall be construed as though they were in the plural, or the singular, as
the case may be, in all cases where they would so apply. This Plan and every
provision hereof shall be construed and its validity determined according to the
laws of the State of New Jersey.

                                   ARTICLE XI
                                   ----------

                              TOP-HEAVY PROVISIONS
                              --------------------

         11.01 Applicability. Notwithstanding any other provisions of this Plan,
this Article shall apply if the Plan is a Top Heavy Plan.

         11.02 Top-Heavy Status.

            (a) Top-Heavy plan: For any plan year beginning after December 31,
1983, this plan is top-heavy if any of the following conditions exists:

               (1) If the top-heavy ratio for this plan exceeds 60 percent and
this plan is not part of any required aggregation group or permissive
aggregation group of plans.

               (2) If this 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 percent.

               (3) If this 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 percent.

            (b) Top-heavy ratio:

               (1) If the employer maintains one or more defined contribution
plans (including any Simplified Employee Pension Plan) and the employer has not
maintained any

                                       71
<PAGE>

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, 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 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 section 416 of the Code
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 section 416 of the Code and the regulations thereunder.

               (2) If the employer maintains one or more defined contribution
plans (including any Simplified Employee Pension Plan) and the employer
maintains or has maintained one or more defined benefit plans which during the
5-year period ending on the determination date(s) has or has had any accrued
benefits, the top-heavy ratio for any required or permissive aggregation group
as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all key
employees, determined in accordance with (1) above, and the present value of
accrued benefits under the aggregated defined benefit plan or plans for all key
employees as of the determination date(s), and the denominator of which is the
sum of the account balances, under the aggregated defined contribution plan or
plans for all participants, determined in accordance with (a) above, and the
present value of accrued benefits under the defined benefit plan or plans for
all participants as of the determination date(s), all determined in accordance
with section 416 of the Code and the

                                       72
<PAGE>

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 five-year period ending on the
determination date.

               (3) For purposes of (1) and (2) 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 section 416 of the Code
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 section 416 of the Code and the
regulations thereunder. Deductible 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 (a) the method, if any, that uniformly applies for accrual
purposes under all defined benefit plans maintained by the employer, or (b) 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 section 411(b)(1)
(C) of the Code.

               (4) The term "Required Aggregation Group" means:

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                    (x) Each present or terminated plan of the Company in which
a Key Employee is or was a participant; and


                    (y) Each present or terminated other plan of the Company
hereof which enables any plan described in (x) above to meet the requirements of
Section 401(a) (4) or 410 of the Code.

               (5) The term "Permissive Aggregation Group" means a Required
Aggregation Group plus one or more plans of the Company that are not part of the
Required Aggregation Group but which satisfy the requirements of Section 401(a)
(4) and 410 of the Code when considered together with the Required Aggregation
Group.

               (6) The term "Top-Heavy Group" means any aggregation group if the
sum as of the last day of the prior Plan Year (or the last day of the first Plan
Year if later) of:

                    (x) The present value of the Accrued Benefits of Key
Employees under all defined benefit plans included such group, and

                    (y) The aggregate of the accounts of Participants who are
Key Employees under all defined contribution plans included in such group exceed
sixty-percent (60%) of a similar sum determined for all Participants.

               (7) The term "Non-Key Employee" means any Eligible Employee who
is not a "Key Employee".

         11.03 Minimum Contribution.

            (a) Notwithstanding the provisions of Articles II, III and IV the
minimum contribution for any Plan Year for each non-Key Employee Participant who
has not separated from service by the last day of a Plan Year (irrespective of
whether the Participant completed a Year of Service for vesting purposes, his
level of Compensation, or his refusal to make any

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mandatory contributions which may be required) shall be equal to 3% of his
Compensation for such Plan Year. If no Key-Employee receives a contribution of
3% of Annual Compensation for a Plan Year then the minimum contribution for each
non-Key Employee Participant shall equal the highest percentage contribution
made on behalf of a Key Employee for such Plan Year. For purposes of this
Section 11.03(a), the term Compensation shall mean the first $200,000 of the
lesser of (i) the amount shown as wages on the Participant's Form W-2 for the
calendar year ending during the Plan Year or (ii) the amount defined in Treasury
Regulation 1.415-2(d)(1)(i).

         For purposes of meeting this minimum contribution requirement, any
Elective Deferrals or Matching Contributions may not be taken into account.

            (b) If a Participant in this Plan also participates in a defined
benefit plan or another defined contribution plan which is part of a required
aggregation group or a permissive aggregation group, then the top heavy minimum
benefit shall be provided by this Plan at the 3% contribution rate specified
above for defined contribution plans.

            (c) For any Plan Year in which the Plan is a Top-Heavy Plan, the
number 1.25 wherever it appears in Section 3.05(b) shall be reduced to "1.0" and
the "$51,875" amount referenced in Subparagraph (3) thereof shall be reduced
to"$41,500".

         Notwithstanding the foregoing this section shall not apply if:

               (i) The present value of the cumulative Accrued Benefits for Key
Employees is less than ninety percent (90%) of the present value of the
cumulative Accrued Benefits determined as provided in Section 11.02; and

               (ii) The minimum contribution provided by Section 11.03 is equal
to 4%.

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               (iii) If a Participant in this Plan also participates in a
defined benefit plan or another defined contribution plan which is part of a
required aggregation group or a permissive aggregation group and such other plan
does not provide the Participant with an accrued benefit which satisfies the
minimum benefit requirements of Section 416 and regulations thereunder
respecting employers maintaining both defined benefit and defined contribution
plans, then the minimum contribution provided in subsection (a) is equal to
seven and one-half percent (7-1/2%).

         11.04 Definition of Key Employee. A Key Employee shall mean any
employee or former employee of the Company (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 percent of the
dollar limitation under section 415(b)(1)(A) of the Code, an owner (or
considered an owner under Section 318 of the Code) of one of the ten largest
interests in the employer if such individual's compensation exceeds 100 percent
of the dollar limitation under Section 415(c)(1)(A) of the Code, a 5-percent
owner of the employer, or a 1-percent owner of the employer who has an annual
compensation of more than $150,000. Annual compensation means compensation as
defined in Section 415(c)(3) of the Code, but including amounts contributed by
the employer pursuant to a salary reduction agreement which are excludible from
the employee's gross income under Section 125, Section 402(a)(8), Section 402(h)
or Section 403(b) of the Code. The determination period is the Plan Year
containing the determination date and the 4 preceding Plan Years.

         The determination of who is a Key Employee will be made in accordance
with Section 416(i)(1) of the Code and the regulations thereunder.


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                                   ARTICLE XII
                                   -----------

                                      LOANS
                                      -----

         12.01 Loans for Participants shall be allowed if, in its sole
discretion, the Committee determines that such loans are to be made. Upon the
application in writing of any Participant to the Committee, the Committee, in
accordance with its uniform non-discriminatory policy, may direct the Trustees
to make a loan to such Participant. Loans shall not be made to highly
compensated employees in an amount which is greater than that permitted for
non-highly compensated employees. Any loans made prior to January 1, 1987 shall
be governed by the provisions of the Plan in effect as of that date. Loans made
after December 31, 1986 shall meet the following conditions:

            (a) All loans shall bear interest at a rate reflecting current
commercial banking charges in light of the purpose of the loan and the
creditworthiness of the borrower.

            (b) Loans shall be secured by the Participant's vested interest in
the fund, if any, and by the pledge of such further collateral as the Trustee in
its sole discretion deems necessary or desirable to assure repayment of the
principal and interest in accordance with the terms of the loan.

            (c) The loan shall be for a term reflecting current commercial bank
loans for similar purposes, provided that all loans shall have a term not
exceeding five years, with the exception of loans provided for the purpose of
acquiring the principal residence of the borrower.

            (d) If the Participant is married, the loan and pledge of the
Participant's vested interest in the fund must be made with the consent of the
Participant's spouse, in the manner provided for consent of spouse in Section
5.04(d), within 90 days prior to the date the loan amount is to be paid to the
participant.

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            (e) In no event shall the amount of the loan, when added to the
outstanding balance of all other loans from the Plan, any other plan of the
Company, or any plan of a related entity which is the same "employer" by reason
of Section 414 of the Code, on the date the loan is to be made, exceed the
lesser of:

               (i) $10,000.00 or 50% of a Participant's vested interest in the
fund, whichever is greater; or

               (ii) $50,000.00, reduced by the excess (if any) of the highest
outstanding balance of loans from the Plan during the one year period ending on
the day before the date on which the loan is to be made over the outstanding
balance of loans from the Plan on the date the loan is to be made.

            (f) Unless otherwise permitted in Treasury Regulations, the
repayment of any loan provided by this Plan shall be made by substantially level
amortization payment of such loan over the term of such loan, with payments to
be made not less frequently than quarterly.

         12.02 The Trustee with the consent of the Committee, may extend or
renew loans if the conditions qualifying the participant for the initial loan
continue beyond the loan due date, provided, however, if the Participant is
married, that the consent of the Participant's spouse is obtained in the manner
provided in Section 5.04(d), within 90 days prior to the date the loan is
extended or renewed.

         12.03 To the extent that a participant or beneficiary becomes entitled
to payment or benefits or otherwise receives all or a portion of its vested
interest in his benefit, the payments or withdrawals, as the case may be, shall
be immediately applied against the outstanding balance, including interest on
the loan, and such amount shall then be deemed due and payable.

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         To record the establishment of this Plan, the Company has caused its
duly authorized officer to affix its corporate name.


                                      IVC INDUSTRIES, INC.

                                      By: /s/ IVC INDUSTRIES, INC.
                                         -------------------------
                                      Dated: July 1, 1997
                                            -------------