EXHIBIT 10.1 RETIREMENT AND PROFIT SHARING PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 2002), ADOPTED BY THE COMPANY ON
SEPTEMBER 3, 2002.



MARKLEY ACTUARIAL SERVICES, INC.
DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST

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DEFINED CONTRIBUTION PLAN

TABLE OF CONTENTS

ARTICLE I 
DEFINITIONS

ARTICLE II 
ADMINISTRATION

|                                         |                                                       |  |   
|---------------------------------------- | ----------------------------------------------------- |  | --
|2.1                                      | POWERS
 AND RESPONSIBILITIES OF THE EMPLOYER          |  | 12
|2.2                                      | DESIGNATION
 OF ADMINISTRATIVE AUTHORITY              |  | 13
|2.3                                      | ALLOCATION
 AND DELEGATION OF RESPONSIBILITIES        |  | 13
|2.4                                      | POWERS
 AND DUTIES OF THE ADMINISTRATOR               |  | 13
|2.5                                      | RECORDS
 AND REPORTS                                  |  | 14
|2.6                                      | APPOINTMENT
 OF ADVISERS                              |  | 14
|2.7                                      | INFORMATION
 FROM EMPLOYER                            |  | 14
|2.8                                      | PAYMENT
 OF EXPENSES                                  |  | 14
|2.9                                      | MAJORITY
 ACTIONS                                     |  | 14
|2.10                                     | CLAIMS
 PROCEDURE                                     |  | 15
|2.11                                     | CLAIMS
 REVIEW PROCEDURE                              |  | 15
|                                         |                                                       |  |   
|ARTICLE III 
 ELIGIBILITY                |                                                       | 
|                                         |                                                       |  |   
|3.1                                      | CONDITIONS
 OF ELIGIBILITY                            |  | 15
|3.2                                      | EFFECTIVE
 DATE OF PARTICIPATION                      |  | 15
|3.3                                      | DETERMINATION
 OF ELIGIBILITY                         |  | 16
|3.4                                      | TERMINATION
 OF ELIGIBILITY                           |  | 16
|3.5                                      | REHIRED
 EMPLOYEES AND BREAKS IN SERVICE              |  | 16
|3.6                                      | ELECTION
 NOT TO PARTICIPATE                          |  | 17
|3.7                                      | CONTROL
 OF ENTITIES BY OWNER-EMPLOYEE                |  | 17
|                                         |                                                       |  |   
|ARTICLE IV 
 CONTRIBUTION AND ALLOCATION |                                                       | 
|                                         |                                                       |  |   
|4.1                                      | FORMULA
 FOR DETERMINING EMPLOYERS CONTRIBUTION      |  | 17
|4.2                                      | TIME
 OF PAYMENT OF EMPLOYERS CONTRIBUTION           |  | 17
|4.3                                      | ALLOCATION
 OF CONTRIBUTION, FORFEITURES AND EARNINGS |  | 17
|4.4                                      | MAXIMUM
 ANNUAL ADDITIONS                             |  | 22
|4.5                                      | ADJUSTMENT
 FOR EXCESSIVE ANNUAL ADDITIONS            |  | 25
|4.6                                      | ROLLOVERS                                             |  | 26
|4.7                                      | PLAN TO PLAN TRANSFERS                                |  |   
|                                         |                                                       |  |   
|                                         | FROM QUALIFIED PLANS                                  |  | 27
|4.8                                      | VOLUNTARY
 EMPLOYEE CONTRIBUTIONS                     |  | 27
|4.9                                      | QUALIFIED
 VOLUNTARY EMPLOYEE CONTRIBUTIONS           |  | 28
|4.10                                     | DIRECTED
 INVESTMENT ACCOUNT                          |  | 28
|4.11                                     | INTEGRATION
 IN MORE THAN ONE PLAN                    |  | 30
|4.12                                     | QUALIFIED
 MILITARY SERVICE                           |  | 30

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DEFINED CONTRIBUTION PLAN

|                                                        |                                                           |  |   
|------------------------------------------------------- | --------------------------------------------------------- |  | --
|ARTICLE V 
 VALUATIONS                                 
|                                                        |                                                           |  |   
|5.1                                                     | VALUATION
 OF THE TRUST FUND                              |  | 30
|5.2                                                     | METHOD
 OF VALUATION                                      |  | 30
|                                                        |                                                           |  |   
|ARTICLE VI 
 DETERMINATION AND DISTRIBUTION OF BENEFITS
|                                                        |                                                           |  |   
|6.1                                                     | DETERMINATION
 OF BENEFITS UPON RETIREMENT                |  | 30
|6.2                                                     | DETERMINATION
 OF BENEFITS UPON DEATH                     |  | 30
|6.3                                                     | DETERMINATION
 OF BENEFITS IN EVENT OF DISABILITY         |  | 31
|6.4                                                     | DETERMINATION
 OF BENEFITS UPON TERMINATION               |  | 32
|6.5                                                     | DISTRIBUTION
 OF BENEFITS                                 |  | 33
|6.6                                                     | DISTRIBUTION
 OF BENEFITS UPON DEATH                      |  | 37
|6.7                                                     | TIME
 OF DISTRIBUTION                                     |  | 40
|6.8                                                     | DISTRIBUTION
 FOR MINOR OR INCOMPETENT BENEFICIARY        |  | 40
|6.9                                                     | LOCATION
 OF PARTICIPANT OR BENEFICIARY UNKNOWN           |  | 40
|6.10                                                    | IN-SERVICE
 DISTRIBUTION                                  |  | 40
|6.11                                                    | ADVANCE
 DISTRIBUTION FOR HARDSHIP                        |  | 41
|6.12                                                    | SPECIAL
 RULE FOR CERTAIN PROFIT SHARING PLANS            |  | 41
|6.13                                                    | QUALIFIED
 DOMESTIC RELATIONS ORDER DISTRIBUTION          |  | 42
|6.14                                                    | DIRECT
 ROLLOVERS                                         |  | 42
|6.15                                                    | TRANSFER
 OF ASSETS FROM A MONEY PURCHASE PLAN            |  | 42
|6.16                                                    | ELECTIVE
 TRANSFERS OF BENEFITS TO OTHER PLANS            |  | 43
|                                                        |                                                           |  |   
|ARTICLE VII 
 TRUSTEE AND CUSTODIAN                    
|                                                        |                                                           |  |   
|7.1                                                     | BASIC
 RESPONSIBILITIES OF THE TRUSTEE                    |  | 43
|7.2                                                     | INVESTMENT
 POWERS AND DUTIES OF DISCRETIONARY TRUSTEE    |  | 44
|7.3                                                     | INVESTMENT
 POWERS AND DUTIES OF NONDISCRETIONARY TRUSTEE |  | 46
|7.4                                                     | POWERS
 AND DUTIES OF CUSTODIAN                           |  | 47
|7.5                                                     | LIFE
 INSURANCE                                           |  | 48
|7.6                                                     | LOANS
 TO PARTICIPANTS                                    |  | 48
|7.7                                                     | MAJORITY
 ACTIONS                                         |  | 49
|7.8                                                     | TRUSTEES
 COMPENSATION AND EXPENSES AND TAXES            |  | 49
|7.9                                                     | ANNUAL
 REPORT OF THE TRUSTEE                             |  | 50
|7.10                                                    | AUDIT                                                     |  | 50
|7.11                                                    | RESIGNATION,
 REMOVAL AND SUCCESSION OF TRUSTEE           |  | 50
|7.12                                                    | TRANSFER
 OF INTEREST                                     |  | 51
|7.13                                                    | TRUSTEE
 INDEMNIFICATION                                  |  | 51
|7.14                                                    | EMPLOYER
 SECURITIES AND REAL PROPERTY                    |  | 51
|                                                        |                                                           |  |   
|ARTICLE VIII 
 AMENDMENT, TERMINATION AND MERGERS      
|                                                        |                                                           |  |   
|8.1                                                     | AMENDMENT                                                 |  | 51

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DEFINED CONTRIBUTION PLAN

|                                          |                                                        |  |   
|----------------------------------------- | ------------------------------------------------------ |  | --
|8.2                                       | TERMINATION                                            |  | 52
|8.3                                       | MERGER,
 CONSOLIDATION OR TRANSFER OF ASSETS           |  | 52
|                                          |                                                        |  |   
|                                          |                                                        |  |   
|ARTICLE IX 
 TOP HEAVY PROVISIONS        
|                                          |                                                        |  |   
|9.1                                       | TOP
 HEAVY PLAN REQUIREMENTS                           |  | 52
|9.2                                       | DETERMINATION
 OF TOP HEAVY STATUS                     |  | 53
|                                          |                                                        |  |   
|ARTICLE X 
 MISCELLANEOUS                
|                                          |                                                        |  |   
|10.1                                      | EMPLOYER
 ADOPTIONS                                    |  | 54
|10.2                                      | PARTICIPANTS
 RIGHTS                                  |  | 54
|10.3                                      | ALIENATION                                             |  | 54
|10.4                                      | CONSTRUCTION
 OF PLAN                                  |  | 55
|10.5                                      | GENDER
 AND NUMBER                                     |  | 55
|10.6                                      | LEGAL
 ACTION                                          |  | 55
|10.7                                      | PROHIBITION
 AGAINST DIVERSION OF FUNDS                |  | 55
|10.8                                      | EMPLOYERS
 AND TRUSTEES PROTECTIVE CLAUSE            |  | 55
|10.9                                      | INSURERS
 PROTECTIVE CLAUSE                           |  | 55
|10.10                                     | RECEIPT
 AND RELEASE FOR PAYMENTS                      |  | 56
|10.11                                     | ACTION
 BY THE EMPLOYER                                |  | 56
|10.12                                     | NAMED
 FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY    |  | 56
|10.13                                     | HEADINGS                                               |  | 56
|10.14                                     | APPROVAL
 BY INTERNAL REVENUE SERVICE                  |  | 56
|10.15                                     | UNIFORMITY                                             |  | 56
|10.16                                     | PAYMENT
 OF BENEFITS                                   |  | 56
|                                          |                                                        |  |   
|ARTICLE XI 
 PARTICIPATING EMPLOYERS     
|                                          |                                                        |  |   
|11.1                                      | ELECTION
 TO BECOME A PARTICIPATING EMPLOYER           |  | 57
|11.2                                      | REQUIREMENTS
 OF PARTICIPATING EMPLOYERS               |  | 57
|11.3                                      | DESIGNATION
 OF AGENT                                  |  | 57
|11.4                                      | EMPLOYEE
 TRANSFERS                                    |  | 57
|11.5                                      | PARTICIPATING
 EMPLOYERS CONTRIBUTION AND FORFEITURES |  | 57
|11.6                                      | AMENDMENT                                              |  | 57
|11.7                                      | DISCONTINUANCE
 OF PARTICIPATION                       |  | 57
|11.8                                      | ADMINISTRATORS
 AUTHORITY                             |  | 58
|11.9                                      | PARTICIPATING
 EMPLOYER CONTRIBUTION FOR AFFILIATE     |  | 58
|                                          |                                                        |  |   
|ARTICLE XII 
 CASH OR DEFERRED PROVISIONS
|                                          |                                                        |  |   
|12.1                                      | FORMULA
 FOR DETERMINING EMPLOYERS CONTRIBUTION       |  | 58
|12.2                                      | PARTICIPANTS
 SALARY REDUCTION ELECTION               |  | 59
|12.3                                      | ALLOCATION
 OF CONTRIBUTION, FORFEITURES AND EARNINGS  |  | 61

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DEFINED CONTRIBUTION PLAN

|                                        |                                                     |  |   
|--------------------------------------- | --------------------------------------------------- |  | --
|12.4                                    | ACTUAL
 DEFERRAL PERCENTAGE TESTS                   |  | 62
|12.5                                    | ADJUSTMENT
 TO ACTUAL DEFERRAL PERCENTAGE TESTS     |  | 64
|12.6                                    | ACTUAL
 CONTRIBUTION PERCENTAGE TESTS               |  | 66
|12.7                                    | ADJUSTMENT
 TO ACTUAL CONTRIBUTION PERCENTAGE TESTS |  | 68
|12.8                                    | SAFE
 HARBOR PROVISIONS                             |  | 71
|12.9                                    | ADVANCE
 DISTRIBUTION FOR HARDSHIP                  |  | 72
|                                        |                                                     |  |   
|ARTICLE XIII 
 SIMPLE 401(K) PROVISIONS
|                                        |                                                     |  |   
|13.1                                    | SIMPLE
 401(k) PROVISIONS                           |  | 73
|13.2                                    | DEFINITIONS                                         |  | 74
|13.3                                    | CONTRIBUTIONS                                       |  | 74
|13.4                                    | ELECTION
 AND NOTICE REQUIREMENTS                   |  | 74
|13.5                                    | VESTING
 REQUIREMENTS                               |  | 75
|13.6                                    | TOP-HEAVY
 RULES                                    |  | 75
|13.7                                    | NONDISCRIMINATION
 TESTS                            |  | 75

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DEFINED CONTRIBUTION PLAN

ARTICLE I 
DEFINITIONS

As
used in this Plan, the following words and phrases shall have the meanings set
forth herein unless a different meaning is clearly required by the context:

1.1
ACP means the Actual Contribution Percentage determined pursuant to Section
12.6(e).

1.2
ACT means the Employee Retirement Income Security Act of 1974, as it may be
amended from time to time.

1.3
ADP means the Actual Deferral Percentage determined pursuant to Section 12.4(e).

1.4
ADMINISTRATOR means the Employer unless another person or entity has been
designated by the Employer pursuant to Section 2.2 to administer the Plan on
behalf of the Employer.

1.5
ADOPTION AGREEMENT means the separate agreement which is executed by the
Employer and sets forth the elective provisions of this Plan and Trust as
specified by the Employer.

1.6
AFFILIATED EMPLOYER means any corporation which is a member of a controlled
group of corporations (as defined in Code Section 414(b)) which includes the
Employer; any trade or business (whether or not incorporated) which is under
common control (as defined in Code Section 414(c)) with the Employer; any
organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Code Section 414(m)) which includes the Employer;
and any other entity required to be aggregated with the Employer pursuant to
Regulations under Code Section 414(o).

1.7
ANNIVERSARY DATE means the last day of the Plan Year.

1.8
ANNUITY STARTING DATE means, with respect to any Participant, the first day
of the first period for which an amount is paid as an annuity, or, in the case
of a benefit not payable in the form of an annuity, the first day on which all
events have occurred which entitles the Participant to such benefit.

1.9
BENEFICIARY means the person (or entity) to whom all or a portion of a
deceased Participants interest in the Plan is payable, subject to the restrictions
of Sections 6.2 and 6.6.

1.10
CODE means the Internal Revenue Code of 1986, as amended.

1.11
COMPENSATION with respect to any Participant means one of the following as
elected in the Adoption Agreement:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Information required to be reported under Code Sections 6041, 6051 and 6052
 (Wages, tips and other compensation as reported on Form W-2). Compensation
 means wages, within the meaning of Code Section 3401(a), and all other
 payments of compensation to an Employee by the Employer (in the course of the
 Employers trade or business) for which the Employer is required to furnish
 the Employee a written statement under Code Sections 6041(d), 6051(a)(3) and
 6052. Compensation must be determined without regard to any rules under Code
 Section 3401(a) that limit the remuneration included in wages based on the
 nature or location of the employment or the services performed (such as the
 exception for agricultural labor in Code Section 3401(a)(2)).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b)
 Code Section 3401(a) Wages. Compensation means an Employees wages within the
 meaning of Code Section 3401(a) for the purposes of income tax withholding at
 the source but determined without regard to any rules that limit the
 remuneration included in wages based on the nature or location of the
 employment or the services performed (such as the exception for agricultural
 labor in Code Section 3401(a)(2)).                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c)
 415 Safe-Harbor Compensation. Compensation means wages, salaries, and fees
 for professional services and other amounts received (without regard to
 whether or not an amount is paid in cash) for personal services actually
 rendered in the course of employment with the Employer maintaining the Plan
 to the extent that the amounts are includible in gross income (including, but
 not limited to, commissions paid salespersons, compensation for services on
 the basis of a percentage of profits, commissions on insurance premiums,
 tips, bonuses, fringe benefits, and reimbursements, or other expense
 allowances under a nonaccountable plan (as described in Regulation
 1.62-2(c))), and excluding the following:                                          

| |                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)
 Employer contributions to a plan of deferred compensation which are not
 includible in the Employees gross income for the taxable year in which
 contributed, or Employer contributions under a simplified employee pension
 plan to the extent such contributions are excludable from the Employees
 gross income, or any distributions from a plan of deferred compensation;

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2001 Markley Actuarial Services, Inc.

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DEFINED CONTRIBUTION PLAN

|                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (2)
 Amounts realized from the exercise of a nonqualified stock option, or when
 restricted stock (or property) held by the Employee either becomes freely
 transferable or is no longer subject to a substantial risk of forfeiture;                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (3)
 Amounts realized from the sale, exchange or other disposition of stock
 acquired under a qualified stock option; and                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (4)
 Other amounts which receive special tax benefits, or contributions made by
 the Employer (whether or not under a salary reduction agreement) towards the
 purchase of an annuity contract described in Code Section 403(b) (whether or
 not the contributions are actually excludable from the gross income of the
 Employee).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                    
|However,
 Compensation for any Self-Employed Individual shall be equal to Earned
 Income. Compensation shall include only that Compensation which is actually
 paid to the Participant during the determination period. Except as otherwise
 provided in this Plan, the determination period shall be the period elected
 by the Employer in the Adoption Agreement. If the Employer makes no election,
 the determination period shall be the Plan Year.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                    
|Notwithstanding
 the above, if elected in the Adoption Agreement, Compensation shall include
 all of the following types of elective contributions and all of the following
 types of deferred compensation:                                                                                                                                                                                                                                             

| |                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Elective contributions that are made by the Employer on behalf of a
 Participant that are not includible in gross income under Code Sections 125,
 402(e)(3), 402(h)(1)(B), 403(b), and for Plan Years beginning on or after
 January 1, 2001 (or as of a date, no earlier than January 1, 1998, as
 specified in an addendum to the Adoption Agreement), 132(f)(4);
| |                                                                                                                                                                                                                                                                                                                                                                          
| | (b)
 Compensation deferred under an eligible deferred compensation plan within the
 meaning of Code Section 457(b); and                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                          
| | (c)
 Employee contributions (under governmental plans) described in Code Section
 414(h)(2) that are picked up by the employing unit and thus are treated as
 Employer contributions.                                                                                                                                                                                    

For
Plan Years beginning on or after January 1, 1989, and before January 1, 1994,
the annual Compensation of each Participant taken into account for determining
all benefits provided under the Plan for any Plan Year shall not exceed
$200,000. This limitation shall be adjusted by the Secretary at the same time
and in the same manner as under Code Section 415(d), except that the dollar
increase in effect on January 1 of any calendar year is effective for Plan
Years beginning in such calendar year and the first adjustment to the $200,000
limitation is effective on January 1, 1990.

For
Plan Years beginning on or after January 1, 1994, Compensation in excess of
$150,000 (or such other amount provided in the Code) shall be disregarded for
all purposes other than for purposes of salary deferral elections. Such amount
shall be adjusted by the Commissioner for increases in the cost-of-living in
accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in
effect for a calendar year applies to any determination period beginning in
such calendar year. If a determination period consists of fewer than twelve
(12) months, the $150,000 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 twelve (12).

If
Compensation for any prior determination period is taken into account in
determining a Participants allocations for the current Plan Year, the
Compensation for such prior determination period is subject to the applicable
annual Compensation limit in effect for that prior period. For this purpose, in
determining allocations in Plan Years beginning on or after January 1, 1989,
the annual compensation limit in effect for determination periods beginning
before that date is $200,000. In addition, in determining allocations in Plan
Years beginning on or after January 1, 1994, the annual Compensation limit in
effect for determination periods beginning before that date is $150,000.

Notwithstanding
the foregoing, except as otherwise elected in a non-standardized Adoption
Agreement, the family member aggregation rules of Code Sections 401(a)(17) and
414(q)(6) as in effect prior to the enactment of the Small Business Job
Protection Act of 1996 shall not apply to this Plan effective with respect to
Plan Years beginning after December 31, 1996.

If,
in the Adoption Agreement, the Employer elects to exclude a class of Employees
from the Plan, then Compensation for any Employee who becomes eligible or
ceases to be eligible to participate during a determination period shall only
include Compensation while the Employee is an Eligible Employee.

If,
in connection with the adoption of any amendment, the definition of
Compensation has been modified, then, except as otherwise provided herein, for
Plan Years prior to the Plan Year which includes the adoption date of such
amendment, Compensation means compensation determined pursuant to the terms of
the Plan then in effect.

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DEFINED CONTRIBUTION PLAN

1.12
CONTRACT OR POLICY means any life insurance policy, retirement income
policy, or annuity contract (group or individual) issued by the Insurer. In the
event of any conflict between the terms of this Plan and the terms of any
contract purchased hereunder, the Plan provisions shall control.

1.13
DESIGNATED INVESTMENT ALTERNATIVE means a specific investment identified by
name by the Employer (or such other Fiduciary who has been given the authority
to select investment options) as an available investment under the Plan to
which Plan assets may be invested by the Trustee pursuant to the investment
direction of a Participant.

1.14
DIRECTED INVESTMENT OPTION means a Designated Investment Alternative and any
other investment permitted by the Plan and the Participant Direction Procedures
to which Plan assets may be invested pursuant to the investment direction of a
Participant.

1.15
EARLY RETIREMENT DATE means the date specified in the Adoption Agreement on
which a Participant or Former Participant has satisfied the requirements specified
in the Adoption Agreement (Early Retirement Age). If elected in the Adoption
Agreement, a Participant shall become fully Vested upon satisfying such
requirements if the Participant is still employed at the Early Retirement Age.

A
Former Participant who separates from service after satisfying any service
requirement but before satisfying the age requirement for Early Retirement Age
and who thereafter reaches the age requirement contained herein shall be
entitled to receive benefits under this Plan (other than any accelerated
vesting and allocations of Employer Contributions) as though the requirements
for Early Retirement Age had been satisfied.

1.16
EARNED INCOME means the net earnings from self-employment in the trade or
business with respect to which the Plan is established, for which the personal
services of the individual are a material income-producing factor. Net earnings
will be determined without regard to items not included in gross income and the
deductions allocable to such items. Net earnings are reduced by contributions
made by the Employer to a qualified plan to the extent deductible under Code
Section 404. In addition, net earnings shall be determined with regard to the
deduction allowed to the taxpayer by Code Section 164(f), for taxable years
beginning after December 31, 1989.

1.17
ELECTIVE DEFERRALS means the Employers contributions to the Plan that are
made pursuant to a Participants deferral election pursuant to Section 12.2,
excluding any such amounts distributed as excess annual additions pursuant to
Section 4.5. Elective Deferrals shall be subject to the requirements of
Sections 12.2(b) and 12.2(c) and shall, except as otherwise provided herein, be
required to satisfy the nondiscrimination requirements of Regulation
1.401(k)-1(b)(2), the provisions of which are specifically incorporated herein
by reference.

1.18
ELIGIBLE EMPLOYEE means any Eligible Employee as elected in the Adoption
Agreement and as provided herein. With respect to a non-standardized Adoption
Agreement, an individual shall not be an Eligible Employee if such individual
is not reported on the payroll records of the Employer as a common law
employee. In particular, it is expressly intended that individuals not treated
as common law employees by the Employer on its payroll records are not
Eligible Employees and are excluded from Plan participation even if a court
or administrative agency determines that such individuals are common law
employees and not independent contractors. Furthermore, with respect to a
non-standardized Adoption Agreement, Employees of an Affiliated Employer will
not be treated as Eligible Employees prior to the date the Affiliated
Employer adopts the Plan as a Participating Employer.

Except
as otherwise provided in this paragraph, if the Employer does not elect in the
Adoption Agreement to include Employees who became Employees as the result of a
Code Section 410(b)(6)(C) transaction, then such Employees will only be
Eligible Employees after the expiration of the transition period beginning on
the date of the transaction and ending on the last day of the first Plan Year
beginning after the date of the transaction. A Code Section 410(b)(6)(C)
transaction is an asset or stock acquisition, merger, or similar transaction
involving a change in the Employer of the Employees of a trade or business that
is subject to the special rules set forth in Code Section 410(b)(6)(C).
However, regardless of any election made in the Adoption Agreement, if a
separate entity becomes an Affiliate Employer as the result of a Code Section
410(b)(6)(C) transaction, then Employees of such separate entity will not be
treated as Eligible Employees prior to the date the entity adopts the Plan as
a Participating Employer or, with respect to a standardized Adoption Agreement,
if earlier, the expiration of the transition period set forth above.

If,
in the Adoption Agreement, the Employer elects to exclude union employees, then
Employees whose employment is governed by a collective bargaining agreement
between the Employer and employee representatives under which retirement
benefits were the subject of good faith bargaining and if two percent (2%) or
less of the Employees covered pursuant to that agreement are professionals as
defined in Regulation 1.410(b)-9, shall not be eligible to participate in this
Plan. For this purpose, the term employee representatives does not include
any organization more than half of whose members are employees who are owners,
officers, or executives of the Employer.

If,
in the Adoption Agreement, the Employer elects to exclude non-resident aliens,
then Employees who are non-resident aliens (within the meaning of Code Section 7701(b)(1)(B))
who received no earned income (within the meaning of

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2001 Markley Actuarial Services, Inc.

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DEFINED CONTRIBUTION PLAN

Code
Section 911(d)(2)) from the Employer which constitutes income from sources
within the United States (within the meaning of Code Section 861(a)(3)) shall
not be eligible to participate in this Plan.

1.19
EMPLOYEE means any person who is employed by the Employer. The term
Employee shall also include any person who is an employee of an Affiliated
Employer and any Leased Employee deemed to be an Employee as provided in Code
Section 414(n) or (o).

1.20
EMPLOYER means the entity specified in the Adoption Agreement, any successor
which shall maintain this Plan and any predecessor which has maintained this
Plan. In addition, unless the context means otherwise, the term Employer
shall include any Participating Employer (as defined in Section 11.1) which
shall adopt this Plan.

1.21
EXCESS AGGREGATE CONTRIBUTIONS means, with respect to any Plan Year, the
excess of:

| |                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 The aggregate Contribution Percentage Amounts (as defined in Section 12.6)
 actually made on behalf of Highly Compensated Participants for such Plan Year
 and taken into account in computing the numerator of the ACP, over                                                 
| |                                                                                                                                                                                                                                                                                      
| | (b)
 The maximum Contribution Percentage Amounts permitted by the ACP test in
 Section 12.6 (determined by reducing contributions made on behalf of Highly
 Compensated Participants in order of their Contribution Percentages beginning
 with the highest of such percentages).

Such
determination shall be made after first taking into account corrections of any
Excess Deferrals pursuant to Section 12.2 and then taking into account
adjustments of any Excess Contributions pursuant to Section 12.5.

1.22
EXCESS COMPENSATION means, with respect to a Plan that is integrated with
Social Security (permitted disparity), a Participants Compensation which is in
excess of the integration level elected in the Adoption Agreement.

However,
if Compensation is based on less than a twelve (12) month determination period,
Excess Compensation shall be determined by reducing the integration level by a
fraction, the numerator of which is the number of full months in the short
period and the denominator of which is twelve (12).

1.23
EXCESS CONTRIBUTIONS means, with respect to any Plan Year, the excess of:

| |                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 The aggregate amount of Employer contributions actually made on behalf of Highly
 Compensated Participants for such Plan Year and taken into account in
 computing the numerator of the ADP, over                                                                               
| |                                                                                                                                                                                                                                                                                      
| | (b)
 The maximum amount of such contributions permitted by the ADP test in Section
 12.4 (determined by hypothetically reducing contributions made on behalf of
 Highly Compensated Participants in order of the actual deferral ratios,
 beginning with the highest of such ratios).

In
determining the amount of Excess Contributions to be distributed and/or
recharacterized with respect to an affected Highly Compensated Participant as
determined herein, such amount shall be reduced by any Excess Deferrals
previously distributed to such affected Highly Compensated Participant for the
Participants taxable year ending with or within such Plan Year.

1.24
EXCESS DEFERRALS means, with respect to any taxable year of a Participant,
those elective deferrals (within the meaning of Code Section 402(g)) that are
includible in the Participants gross income under Code Section 402(g) to the
extent such Participants elective deferrals for the taxable year exceed the
dollar limitation under such Code Section. Excess Deferrals shall be treated as
an Annual Addition pursuant to Section 4.4 when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th
following the close of the Participants taxable year in which the Excess
Deferral was made. Additionally, for purposes of Sections 4.3(f) and 9.2,
Excess Deferrals shall continue to be treated as Employer contributions even if
distributed pursuant to Section 12.2(e). However, Excess Deferrals of
Non-Highly Compensated Participants are not taken into account for purposes of
Section 12.4.

1.25
FIDUCIARY means any person who (a) exercises any discretionary authority or
discretionary control respecting management of the Plan or exercises any
authority or control respecting management or disposition of its assets, (b)
renders investment advice for a fee or other compensation, direct or indirect,
with respect to any monies or other property of the Plan or has any authority
or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan.

1.26
FISCAL YEAR means the Employers accounting year.

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2001 Markley Actuarial Services, Inc.

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DEFINED CONTRIBUTION PLAN

1.27
FORFEITURE means, with respect to a Former Participant who has severed
employment, that portion of the Participants Account that is not Vested.
Unless otherwise elected in the Adoption Agreement, Forfeitures occur pursuant
to (a) below.

(a)
A Forfeiture will occur on the earlier of:

| |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                   | (1)
 The last day of the Plan Year in which a Former Participant who has severed
 employment with the Employer incurs five (5) consecutive 1-Year Breaks in
 Service, or                                                                                                                                                                                                                                          
| |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                   | (2)
 The distribution of the entire Vested portion of the Participants Account of
 a Former Participant who has severed employment with the Employer. For
 purposes of this provision, if the Former Participant has a Vested benefit of
 zero, then such Former Participant shall be deemed to have received a
 distribution of such Vested benefit as of the year in which the severance of
 employment occurs.
| |                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) If elected in the Adoption Agreement, a Forfeiture will occur as of the
 last day of the Plan Year in which the Former Participant incurs five (5)
 1-Year Breaks in Service.

Regardless
of the preceding provisions, if a Former Participant is eligible to share in
the allocation of Employer contributions or Forfeitures in the year in which
the Forfeiture would otherwise occur, then the Forfeiture will not occur until
the end of the first Plan Year for which the Former Participant is not eligible
to share in the allocation of Employer contributions or Forfeitures.
Furthermore, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.

1.28
FORMER PARTICIPANT means a person who has been a Participant, but who has
ceased to be a Participant for any reason.

1.29
414(s) COMPENSATION means any definition of compensation that satisfies the
nondiscrimination requirements of Code Section 414(s) and the Regulations
thereunder. The period for determining 414(s) Compensation must be either the
Plan Year or the calendar year ending with or within the Plan Year. An Employer
may further limit the period taken into account to that part of the Plan Year
or calendar year in which an Employee was a Participant in the component of the
Plan being tested. The period used to determine 414(s) Compensation must be
applied uniformly to all Participants for the Plan Year.

1.30
415 COMPENSATION means, with respect to any Participant, such Participants
(a) Wages, tips and other compensation on Form W-2, (b) Section 3401(a) wages
or (c) 415 safe-harbor compensation as elected in the Adoption Agreement for
purposes of Compensation. 415 Compensation shall be based on the full
Limitation Year regardless of when participation in the Plan commences.
Furthermore, regardless of any election made in the Adoption Agreement, with
respect to Limitation Years beginning after December 31, 1997, 415 Compensation
shall include any elective deferral (as defined in Code Section 402(g)(3)) and
any amount which is contributed or deferred by the Employer at the election of
the Participant and which is not includible in the gross income of the
Participant by reason of Code Section 125, 457, and, for Limitation Years
beginning on or after January 1, 2001 (or as of a date, no earlier than January
1, 1998, as specified in an addendum to the Adoption Agreement), 132(f)(4). For
Limitation Years beginning prior to January 1, 1998, 415 Compensation shall
exclude such amounts.

Except
as otherwise provided herein, if, in connection with the adoption of any
amendment, the definition of 415 Compensation has been modified, then for Plan
Years prior to the Plan Year which includes the adoption date of such
amendment, 415 Compensation means compensation determined pursuant to the terms
of the Plan then in effect.

1.31
HIGHLY COMPENSATED EMPLOYEE means, effective for Plan Years beginning after
December 31, 1996, an Employee described in Code Section 414(q) and the
Regulations thereunder, and generally means any Employee who:

| |                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 was a five percent (5%) owner as defined in Section 1.37(c) at any time
 during the determination year or the look-back year; or                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                 
| | (b)
 for the look-back year had 415 Compensation from the Employer in excess of
 $80,000 and, if elected in the Adoption Agreement, was in the Top-Paid Group
 for the look-back year. The $80,000 amount is adjusted at the same time and
 in the same manner as under Code Section 415(d), except that the base period
 is the calendar quarter ending September 30, 1996.

The
determination year means the Plan Year for which testing is being performed
and the look-back year means the immediately preceding twelve (12) month
period. However, if the calendar year data election is made in the Adoption
Agreement, for purposes of (b) above, the look-back year shall be the
calendar year beginning within the twelve (12) month period immediately
preceding the determination year. Notwithstanding the preceding sentence, if
the calendar year data election is effective with respect to a Plan Year
beginning in 1997, then for such Plan Year the look-back year shall be the
calendar year ending with or within the Plan Year for which testing is being
performed, and the determination year shall be the period of time, if any,
which extends beyond the look-back year and ends on the last day of the Plan
Year for which testing is being performed.

(C)
2001 Markley Actuarial Services, Inc.

5

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DEFINED CONTRIBUTION PLAN

A
highly compensated former employee is based on the rules applicable to
determining highly compensated employee status as in effect for that
determination year, in accordance with Regulation 1.414(q)-1T, A-4 and IRS
Notice 97-45 (or any superseding guidance).

In
determining whether an employee is a Highly Compensated Employee for a Plan
Year beginning in 1997, the amendments to Code Section 414(q) stated above are
treated as having been in effect for years beginning in 1996.

For
purposes of this Section, for Plan Years beginning prior to January 1, 1998,
the determination of 415 Compensation shall be made by including amounts that
would otherwise be excluded from a Participants gross income by reason of the
application of Code Sections 125, 402(e)(3), 402(h)(1)(B) and, for Plan Years
beginning on or after January 1, 2001 (or as of a date, no earlier than January
1, 1998, as specified in an addendum to the Adoption Agreement), 132(f)(4),
and, in the case of Employer contributions made pursuant to a salary reduction
agreement, Code Section 403(b).

In
determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)) from the Employer constituting United States source income
within the meaning of Code Section 861(a)(3) shall not be treated as Employees.
Additionally, all Affiliated Employers shall be taken into account as a single
employer and Leased Employees within the meaning of Code Sections 414(n)(2) and
414(o)(2) shall be considered Employees unless such Leased Employees are
covered by a plan described in Code Section 414(n)(5) and are not covered in any
qualified plan maintained by the Employer. The exclusion of Leased Employees
for this purpose shall be applied on a uniform and consistent basis for all of
the Employers retirement plans.

1.32
HIGHLY COMPENSATED PARTICIPANT means any Highly Compensated Employee who is
eligible to participate in the component of the Plan being tested.

1.33
HOUR OF SERVICE means (1) each hour for which an Employee is directly or
indirectly compensated or entitled to compensation by the Employer for the
performance of duties during the applicable computation period (these hours
will be credited to the Employee for the computation period in which the duties
are performed); (2) each hour for which an Employee is directly or indirectly
compensated or entitled to compensation by the Employer (irrespective of
whether the employment relationship has terminated) for reasons other than
performance of duties (such as vacation, holidays, sickness, incapacity
(including disability), jury duty, lay-off, military duty or leave of absence)
during the applicable computation period (these hours will be calculated and
credited pursuant to Department of Labor regulation 2530.200b-2 which is
incorporated herein by reference); (3) each hour for which back pay is awarded
or agreed to by the Employer without regard to mitigation of damages (these
hours will be credited to the Employee for the computation period or periods to
which the award or agreement pertains rather than the computation period in
which the award, agreement or payment is made). The same Hours of Service shall
not be credited both under (1) or (2), as the case may be, and under (3).

Notwithstanding (2) above, (i) no more than 501 Hours of Service are required
to be credited to an Employee on account of any single continuous period during
which the Employee performs no duties (whether or not such period occurs in a
single computation period); (ii) an hour for which an Employee is directly or
indirectly paid, or entitled to payment, on account of a period during which no
duties are performed is not required to be credited to the Employee if such
payment is made or due under a plan maintained solely for the purpose of
complying with applicable workers compensation, or unemployment compensation
or disability insurance laws; and (iii) Hours of Service are not required to be
credited for a payment which solely reimburses an Employee for medical or
medically related expenses incurred by the Employee. Furthermore, for purposes
of (2) above, a payment shall be deemed to be made by or due from the Employer
regardless of whether such payment is made by or due from the Employer
directly, or indirectly through, among others, a trust fund, or insurer, to
which the Employer contributes or pays premiums and regardless of whether
contributions made or due to the trust fund, insurer, or other entity are for
the benefit of particular Employees or are on behalf of a group of Employees in
the aggregate.

Hours
of Service will be credited for employment with all Affiliated Employers and
for any individual considered to be a Leased Employee pursuant to Code Section
414(n) or 414(o) and the Regulations thereunder. Furthermore, the provisions of
Department of Labor regulations 2530.200b-2(b) and (c) are incorporated herein
by reference.

Hours
of Service will be determined on the basis of the method elected in the
Adoption Agreement.

1.34
INSURER means any legal reserve insurance company which has issued or shall
issue one or more Contracts or Policies under the Plan.

1.35
INVESTMENT MANAGER means a Fiduciary as described in Act Section 3(38).

1.36
JOINT AND SURVIVOR ANNUITY means an annuity for the life of a Participant
with a survivor annuity for the life of the Participants spouse which is not
less than fifty percent (50%), nor more than one-hundred percent (100%) of the
amount of the annuity payable during the joint lives of the Participant and the
Participants spouse which can be purchased with the Participants Vested
interest in the Plan reduced by any outstanding loan balances pursuant to
Section 7.6.

(C) 2001
Markley Actuarial Services, Inc.

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DEFINED CONTRIBUTION PLAN

1.37
KEY EMPLOYEE means an Employee as defined in Code Section 416(i) and the
Regulations thereunder. Generally, any Employee or former Employee (as well as
each of such Employees or former Employees Beneficiaries) is considered a Key
Employee if, the individual at any time during the Plan Year that contains the
Determination Date (as defined in Section 9.2(c)) or any of the preceding
four (4) Plan Years, has been included in one of the following categories:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 an officer of the Employer (as that term is defined within the meaning of the
 Regulations under Code Section 416) having annual 415 Compensation greater
 than fifty percent (50%) of the amount in effect under Code Section
 415(b)(1)(A) for any such Plan Year;                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b)
 one of the ten Employees having annual 415 Compensation from the Employer for
 a Plan Year greater than the dollar limitation in effect under Code Section
 415(c)(1)(A) for the calendar year in which such Plan Year ends and owning
 (or considered as owning within the meaning of Code Section 318) both more
 than one-half percent (1/2%) interest and the largest interests in the
 Employer;                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c)
 a five percent (5%) owner of the Employer. Five percent (5%) owner means
 any person who owns (or is considered as owning within the meaning of Code
 Section 318) more than five percent (5%) of the value of the outstanding
 stock of the Employer or stock possessing more than five percent (5%) of the
 total combined voting power of all stock of the Employer or, in the case of
 an unincorporated business, any person who owns more than five percent (5%)
 of the capital or profits interest in the Employer; and                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d)
 a one percent (1%) owner of the Employer having annual 415 Compensation
 from the Employer of more than $150,000. One percent (1%) owner means any
 person who owns (or is considered as owning within the meaning of Code
 Section 318) more than one percent (1%) of the value of the outstanding stock
 of the Employer or stock possessing more than one percent (1%) of the total
 combined voting power of all stock of the Employer or, in the case of an
 unincorporated business, any person who owns more than one percent (1%) of
 the capital or profits interest in the Employer.

In
determining percentage ownership hereunder, employers that would otherwise be
aggregated under Code Sections 414(b), (c), (m) and (o) shall be treated as
separate employers. In determining whether an individual has 415 Compensation
of more than $150,000, 415 Compensation from each employer required to be
aggregated under Code Sections 414(b), (c), (m) and (o) shall be taken into
account. Furthermore, for purposes of this Section, for Plan Years beginning
prior to January 1, 1998, the determination of 415 Compensation shall be made
by including amounts that would otherwise be excluded from a Participants
gross income by reason of the application of Code Sections 125, 402(e)(3),
402(h)(1)(B) and, for Plan Years beginning on or after January 1, 2001 (or as
of a date, no earlier than January 1, 1998, as specified in an addendum to the
Adoption Agreement), 132(f)(4), and, in the case of Employer contributions made
pursuant to a salary reduction agreement, Code Section 403(b).

1.38
LATE RETIREMENT DATE means the date of, or the first day of the month or the
Anniversary Date coinciding with or next following, whichever corresponds to
the election in the Adoption Agreement for the Normal Retirement Date, a
Participants actual retirement after having reached the Normal Retirement
Date.

1.39
LEASED EMPLOYEE means, effective with respect to Plan Years beginning on or
after January 1, 1997, any person (other than an Employee of the recipient
Employer) who, pursuant to an agreement between the recipient Employer and any
other person or entity (leasing organization), has performed services for the
recipient (or for the recipient and related persons determined in accordance
with Code Section 414(n)(6)) on a substantially full time basis for a period of
at least one year, and such services are performed under primary direction or
control by 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. Furthermore, Compensation for a Leased Employee shall only
include Compensation from the leasing organization that is attributable to
services performed for the recipient Employer.

A
Leased Employee shall not be considered an employee of the recipient Employer
if: (a) such employee is covered by a money purchase pension plan providing:
(1) a nonintegrated employer contribution rate of at least ten percent (10%) of
compensation, as defined in Code Section 415(c)(3), but for Plan Years beginning
prior to January 1, 1998, including amounts contributed pursuant to a salary
reduction agreement which are excludable from the employees gross income under
Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b), or for Plan Years beginning
on or after January 1, 2001 (or as of a date, no earlier than January 1, 1998,
as specified in an addendum to the Adoption Agreement), 132(f)(4), (2)
immediate participation, and (3) full and immediate vesting; and (b) leased
employees do not constitute more than twenty percent (20%) of the recipient
Employers nonhighly compensated workforce.

1.40
LIMITATION YEAR means the determination period used to determine
Compensation. However, the Employer may elect a different Limitation Year in
the Adoption Agreement or by adopting a written resolution to such effect. All
qualified plans maintained by the Employer must use the same Limitation Year.
Furthermore, unless there is a change to a new Limitation Year, the Limitation
Year will be a twelve (12) consecutive month period. In the case of an initial
Limitation Year, the Limitation Year will be the twelve (12) consecutive month
period ending on the last day of the period specified in the Adoption

(C) 2001
Markley Actuarial Services, Inc.

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DEFINED CONTRIBUTION PLAN

Agreement (or
written resolution). If the Limitation Year is amended to a different twelve
(12) consecutive month period, the new Limitation Year must begin on a date
within the Limitation Year in which the amendment is made.

1.41
NET PROFIT means, with respect to any Fiscal Year, the Employers net income
or profit for such Fiscal Year determined upon the basis of the Employers
books of account in accordance with generally accepted accounting principles,
without any reduction for taxes based upon income, or for contributions made by
the Employer to this Plan and any other qualified plan.

1.42
NON-ELECTIVE CONTRIBUTION means the Employers contributions to the Plan
other than Elective Deferrals, any Qualified Non-Elective Contributions and any
Qualified Matching Contributions. Employer matching contributions which are not
Qualified Matching Contributions shall be considered a Non-Elective
Contribution for purposes of the Plan.

1.43
NON-HIGHLY COMPENSATED PARTICIPANT means any Participant who is not a Highly
Compensated Employee. However, if pursuant to Sections 12.4 or 12.6 the prior
year testing method is used to calculate the ADP or the ACP, a Non-Highly
Compensated Participant shall be determined using the definition of Highly
Compensated Employee in effect for the preceding Plan Year.

1.44
NON-KEY EMPLOYEE means any Employee or former Employee (and such Employees
or former Employees Beneficiaries) who is not, and has never been, a Key
Employee.

1.45
NORMAL RETIREMENT AGE means the age elected in the Adoption Agreement at
which time a Participants Account shall be nonforfeitable (if the Participant
is employed by the Employer on or after that date).

1.46
NORMAL RETIREMENT DATE means the date elected in the Adoption Agreement.

1.47
1-YEAR BREAK IN SERVICE means, if the Hour of Service Method is elected in
the Adoption Agreement, the applicable computation period during which an
Employee or former Employee has not completed more than 500 Hours of Service.
Further, solely for the purpose of determining whether an Employee has incurred
a 1-Year Break in Service, Hours of Service shall be recognized for authorized
leaves of absence and maternity and paternity leaves of absence. For this
purpose, Hours of Service shall be credited for the computation period in which
the absence from work begins, only if credit therefore is necessary to prevent
the Employee from incurring a 1-Year Break in Service, or, in any other case,
in the immediately following computation period. The Hours of Service credited
for a maternity or paternity leave of absence shall be those which would
normally have been credited but for such absence, or, in any case in which the
Administrator is unable to determine such hours normally credited, eight (8)
Hours of Service per day. The total Hours of Service required to be credited
for a maternity or paternity leave of absence shall not exceed the number of
Hours of Service needed to prevent the Employee from incurring a 1-Year Break
in Service.

Authorized
leave of absence means an unpaid, temporary cessation from active employment
with the Employer pursuant to an established nondiscriminatory policy, whether
occasioned by illness, military service, or any other reason.

A
maternity or paternity leave of absence means an absence from work for any
period by reason of the Employees pregnancy, birth of the Employees child,
placement of a child with the Employee in connection with the adoption of such
child, or any absence for the purpose of caring for such child for a period
immediately following such birth or placement.

If
the Elapsed Time Method is elected in the Adoption Agreement, a 1-Year Break
in Service means a twelve (12) consecutive month period beginning on the
severance from service date or any anniversary thereof and ending on the next
succeeding anniversary of such date; provided, however, that the Employee or
former Employee does not perform an Hour of Service for the Employer during
such twelve (12) consecutive month period.

1.48
OWNER-EMPLOYEE means a sole proprietor who owns the entire interest in the
Employer or a partner (or member in the case of a limited liability company
treated as a partnership or sole proprietorship for federal income tax
purposes) who owns more than ten percent (10%) of either the capital interest
or the profits interest in the Employer and who receives income for personal
services from the Employer.

1.49
PARTICIPANT means any Eligible Employee who has satisfied the requirements of
Section 3.2 and has not for any reason become ineligible to participate further
in the Plan.

1.50
PARTICIPANT DIRECTED ACCOUNT means that portion of a Participants interest
in the Plan with respect to which the Participant has directed the investment
in accordance with the Participant Direction Procedures.

1.51
PARTICIPANT DIRECTION PROCEDURES means such instructions, guidelines or
policies, the terms of which are incorporated herein, as shall be established
pursuant to Section 4.10 and observed by the Administrator and applied and
provided to Participants who have Participant Directed Accounts.

(C) 2001
Markley Actuarial Services, Inc.

8

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DEFINED CONTRIBUTION PLAN

1.52
PARTICIPANTS ACCOUNT means the account established and maintained by the
Administrator for each Participant with respect to such Participants total
interest under the Plan resulting from (a) the Employers contributions in the
case of a Profit Sharing Plan or Money Purchase Plan, and (b) the Employers
Non-Elective Contributions in the case of a 401(k) Profit Sharing Plan.
Separate accountings shall be maintained with respect to that portion of a Participants
Account attributable to Employer matching contributions and to Employer
discretionary contributions made pursuant to Section 12.1(a)(3).

1.53
PARTICIPANTS COMBINED ACCOUNT means the total aggregate amount of a
Participants interest under the Plan resulting from Employer contributions
(including Elective Deferrals).

1.54
PARTICIPANTS ELECTIVE DEFERRAL ACCOUNT means the account established and
maintained by the Administrator for each Participant with respect to such
Participants total interest in the Plan resulting from Elective Deferrals.
Amounts in the Participants Elective Deferral Account are nonforfeitable when
made and are subject to the distribution restrictions of Section 12.2(c).

1.55
PARTICIPANTS ROLLOVER ACCOUNT means the account established and maintained
by the Administrator for each Participant with respect to such Participants
interest in the Plan resulting from amounts transferred from another qualified
plan or conduit Individual Retirement Account in accordance with Section 4.6.

1.56
PARTICIPANTS TRANSFER ACCOUNT means the account established and maintained
by the Administrator for each Participant with respect to the total interest in
the Plan resulting from amounts transferred to this Plan from a direct
plan-to-plan transfer in accordance with Section 4.7.

1.57
PERIOD OF SERVICE means the aggregate of all periods commencing with an
Employees first day of employment or reemployment with the Employer or an
Affiliated Employer and ending on the first day of a Period of Severance. The
first day of employment or reemployment is the first day the Employee performs
an Hour of Service. An Employee will also receive partial credit for any Period
of Severance of less than twelve (12) consecutive months. Fractional periods of
a year will be expressed in terms of days.

Periods
of Service with any Affiliated Employer shall be recognized. Furthermore,
Periods of Service with any predecessor employer that maintained this Plan
shall be recognized. Periods of Service with any other predecessor employer
shall be recognized as elected in the Adoption Agreement.

In
determining Periods of Service for purposes of vesting under the Plan, Periods
of Service will be excluded as elected in the Adoption Agreement and as
specified in Section 3.5.

In
the event the method of crediting service is amended from the Hour of Service
Method to the Elapsed Time Method, an Employee will receive credit for a Period
of Service consisting of:

| |                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 A number of years equal to the number of Years of Service credited to the
 Employee before the computation period during which the amendment occurs; and                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                             
| | (b)
 The greater of (1) the Periods of Service that would be credited to the
 Employee under the Elapsed Time Method for service during the entire
 computation period in which the transfer occurs or (2) the service taken into
 account under the Hour of Service Method as of the date of the amendment.

In
addition, the Employee will receive credit for service subsequent to the
amendment commencing on the day after the last day of the computation period in
which the transfer occurs.

1.58
PERIOD OF SEVERANCE means a continuous period of time during which an
Employee is not employed by the Employer. Such period begins on the date the
Employee retires, quits or is discharged, or if earlier, the twelve (12) month
anniversary of the date on which the Employee was otherwise first absent from
service.

In
the case of an individual who is absent from work for maternity or paternity
reasons, the twelve (12) consecutive month period beginning on the first
anniversary of the first day of such absence shall not constitute a one year
Period of Severance. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (a) by reason of the
pregnancy of the individual, (b) by reason of the birth of a child of the individual,
(c) by reason of the placement of a child with the individual in connection
with the adoption of such child by such individual, or (d) for purposes of
caring for such child for a period beginning immediately following such birth
or placement.

1.59
PLAN means this instrument (hereinafter referred to as Markley Actuarial
Services, Inc. Defined Contribution Prototype Plan and Trust Basic Plan
Document #01) and the Adoption Agreement as adopted by the Employer, including
all amendments thereto and any addendum which is specifically permitted
pursuant to the terms of the Plan.

1.60
PLAN YEAR means the Plans accounting year as specified in the Adoption
Agreement. Unless there is a Short Plan Year, the Plan Year will be a twelve-consecutive
month period.

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DEFINED CONTRIBUTION PLAN

1.61
PRE-RETIREMENT SURVIVOR ANNUITY means an immediate annuity for the life of a
Participants spouse, the payments under which must be equal to the benefit
which can be provided with the percentage, as specified in the Adoption
Agreement, of the Participants Vested interest in the Plan as of the date of
death. If no election is made in the Adoption Agreement, the percentage shall
be equal to fifty percent (50%). Furthermore, if less than one hundred percent
(100%) of the Participants Vested interest in the Plan is used to provide the
Pre-Retirement Survivor Annuity, a proportionate share of each of the
Participants accounts shall be used to provide the Pre-Retirement Survivor
Annuity.

1.62
QUALIFIED MATCHING CONTRIBUTION means any Employer matching contributions
that are made pursuant to Sections 12.1(a)(2) if elected in the Adoption
Agreement, 12.5 and 12.7.

1.63
QUALIFIED MATCHING CONTRIBUTION ACCOUNT means the account established
hereunder to which Qualified Matching Contributions are allocated. Amounts in
the Qualified Matching Contribution Account are nonforfeitable when made and
are subject to the distribution restrictions of Section 12.2(c).

1.64
QUALIFIED NON-ELECTIVE CONTRIBUTION means the Employers contributions to the
Plan that are made pursuant to Sections 12.1(a)(4) if elected in the Adoption
Agreement, 12.5 and 12.7.

1.65
QUALIFIED NON-ELECTIVE CONTRIBUTION ACCOUNT means the account established
hereunder to which Qualified Non-Elective Contributions are allocated. Amounts
in the Qualified Non-Elective Contribution Account are nonforfeitable when made
and are subject to the distribution restrictions of Section 12.2(c).

1.66
QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT means the account
established hereunder to which a Participants tax deductible qualified
voluntary employee contributions made pursuant to Section 4.9 are allocated.

1.67
REGULATION means the Income Tax Regulations as promulgated by the Secretary
of the Treasury or a delegate of the Secretary of the Treasury, and as amended
from time to time.

1.68
RETIRED PARTICIPANT means a person who has been a Participant, but who has
become entitled to retirement benefits under the Plan.

1.69
RETIREMENT DATE means the date as of which a Participant retires for reasons
other than Total and Permanent Disability, regardless of whether such retirement
occurs on a Participants Normal Retirement Date, Early Retirement Date or Late
Retirement Date (see Section 6.1).

1.70
SELF-EMPLOYED INDIVIDUAL means an individual who has Earned Income for the
taxable year from the trade or business for which the Plan is established, and,
also, an individual who would have had Earned Income but for the fact that the
trade or business had no net profits for the taxable year. A Self-Employed
Individual shall be treated as an Employee.

1.71
SHAREHOLDER-EMPLOYEE means a Participant who owns (or is deemed to own
pursuant to Code Section 318(a)(1)) more than five percent (5%) of the
Employers outstanding capital stock during any year in which the Employer
elected to be taxed as a Small Business Corporation (S Corporation) under the
applicable Code sections relating to Small Business Corporations.

1.72
SHORT PLAN YEAR means, if specified in the Adoption Agreement, a Plan Year of
less than a twelve (12) month period. If there is a Short Plan Year, the
following rules shall apply in the administration of this Plan. In determining
whether an Employee has completed a Year of Service (or Period of Service if
the Elapsed Time Method is used) for benefit accrual purposes in the Short Plan
Year, the number of the Hours of Service (or months of service if the Elapsed
Time Method is used) required shall be proportionately reduced based on the
number of days (or months) in the Short Plan Year. The determination of whether
an Employee has completed a Year of Service (or Period of Service) for vesting
and eligibility purposes shall be made in accordance with Department of Labor
regulation 2530.203-2(c). In addition, if this Plan is integrated with Social
Security, then the integration level shall be proportionately reduced based on
the number of months in the Short Plan Year.

1.73
SUPER TOP HEAVY PLAN means a plan which would be a Top Heavy Plan if sixty
percent (60%) is replaced with ninety percent (90%) in Section 9.2(a). However,
effective as of the first Plan Year beginning after December 31, 1999, no Plan
shall be considered a Super Top Heavy Plan.

1.74
TAXABLE WAGE BASE means, with respect to any Plan Year, the contribution and
benefit base under Section 230 of the Social Security Act at the beginning of
such Plan Year.

1.75
TERMINATED PARTICIPANT means a person who has been a Participant, but whose
employment has been terminated other than by death, Total and Permanent
Disability or retirement.

1.76
TOP HEAVY PLAN means a plan described in Section 9.2(a).

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DEFINED CONTRIBUTION PLAN

1.77
TOP HEAVY PLAN YEAR means a Plan Year commencing after December 31, 1983,
during which the Plan is a Top Heavy Plan.

1.78
TOP-PAID GROUP shall be determined pursuant to Code Section 414(q) and the
Regulations thereunder and generally means the top twenty percent (20%) of
Employees who performed services for the Employer during the applicable year, ranked
according to the amount of 415 Compensation received from the Employer during
such year. All Affiliated Employers shall be taken into account as a single
employer, and Leased Employees shall be treated as Employees if required
pursuant to Code Section 414(n) or (o). Employees who are non-resident aliens
who received no earned income (within the meaning of Code Section 911(d)(2))
from the Employer constituting United States source income within the meaning
of Code Section 861(a)(3) shall not be treated as Employees. Furthermore, for
the purpose of determining the number of active Employees in any year, the
following additional Employees may also be excluded, however, such Employees
shall still be considered for the purpose of identifying the particular Employees
in the Top-Paid Group:

| |                                                                             
| | ----------------------------------------------------------------------------
| | (a)
 Employees with less than six (6) months of service;                    
| |                                                                             
| | (b)
 Employees who normally work less than 17 1/2 hours per week;           
| |                                                                             
| | (c)
 Employees who normally work less than six (6) months during a year; and
| |                                                                             
| | (d) Employees
 who have not yet attained age twenty-one (21).               

In
addition, if ninety percent (90%) or more of the Employees of the Employer are
covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and
the Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top- Paid Group.

The
foregoing exclusions set forth in this Section shall be applied on a uniform
and consistent basis for all purposes for which the Code Section 414(q)
definition is applicable. Furthermore, in applying such exclusions, the
Employer may substitute any lesser service, hours or age.

1.79
TOTAL AND PERMANENT DISABILITY means the inability to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than
twelve (12) months. The disability of a Participant shall be determined by a
licensed physician chosen by the Administrator. However, if the condition
constitutes total disability under the federal Social Security Acts, the
Administrator may rely upon such determination that the Participant is Totally
and Permanently Disabled for the purposes of this Plan. The determination shall
be applied uniformly to all Participants.

1.80
TRUSTEE means the person or entity named in the Adoption Agreement, or any
successors thereto.

If
the sponsor of this prototype is a bank, savings and loan, trust company,
credit union or similar institution, a person or entity other than the
prototype sponsor (or its affiliates or subsidiaries) may not serve as Trustee
without the written consent of the sponsor.

1.81
TRUST FUND means the assets of the Plan and Trust as the same shall exist
from time to time.

1.82
VALUATION DATE means the date or dates specified in the Adoption Agreement.
Regardless of any election to the contrary, the Valuation Date shall include
the Anniversary Date and may include any other date or dates deemed necessary
or appropriate by the Administrator for the valuation of Participants Accounts
during the Plan Year, which may include any day that the Trustee, any transfer
agent appointed by the Trustee or the Employer, or any stock exchange used by
such agent, are open for business.

1.83
VESTED means the nonforfeitable portion of any account maintained on behalf
of a Participant.

1.84
VOLUNTARY CONTRIBUTION ACCOUNT means the account established and maintained
by the Administrator for each Participant with respect to such Participants
total interest in the Plan resulting from the Participants after-tax voluntary
Employee contributions made pursuant to Section 4.7.

Amounts
recharacterized as after-tax voluntary Employee contributions pursuant to
Section 12.5 shall remain subject to the limitations of Section 12.2.
Therefore, a separate accounting shall be maintained with respect to that portion
of the Voluntary Contribution Account attributable to after-tax voluntary
Employee contributions made pursuant to Section 4.8.

1.85
YEAR OF SERVICE means the computation period of twelve (12) consecutive
months, herein set forth, and during which an Employee has completed at least
1,000 Hours of Service (unless a lower number of Hours of Service is specified
in the Adoption Agreement).

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DEFINED CONTRIBUTION PLAN

For
purposes of eligibility for participation, the initial computation period shall
begin with the date on which the Employee first performs an Hour of Service
(employment commencement date). The initial computation period beginning after
a 1-Year Break in Service shall be measured from the date on which an Employee
again performs an Hour of Service. Unless otherwise elected in the Adoption
Agreement, the succeeding computation periods shall begin on the anniversary of
the Employees employment commencement date. However, unless otherwise elected
in the Adoption Agreement, if one (1) Year of Service or less is required as a
condition of eligibility, then the computation period after the initial
computation period shall shift to the current Plan Year which includes the
anniversary of the date on which the Employee first performed an Hour of
Service, and subsequent computation periods shall be the Plan Year. If there is
a shift to the Plan Year, an Employee who is credited with the number of Hours
of Service to be credited with a Year of Service in both the initial
eligibility computation period and the first Plan Year which commences prior to
the first anniversary of the Employees initial eligibility computation period
will be credited with two (2) Years of Service for purposes of eligibility to
participate.

If
two (2) Years of Service are required as a condition of eligibility, a
Participant will only have completed two (2) Years of Service for eligibility
purposes upon completing two (2) consecutive Years of Service without an
intervening 1-Year Break-in-Service.

For
vesting purposes, and all other purposes not specifically addressed in this
Section, the computation period shall be the period elected in the Adoption
Agreement. If no election is made in the Adoption Agreement, the computation
period shall be the Plan Year.

In
determining Years of Service for purposes of vesting under the Plan, Years of
Service will be excluded as elected in the Adoption Agreement and as specified
in Section 3.5.

Years
of Service and 1-Year Breaks in Service for eligibility purposes will be
measured on the same eligibility computation period. Years of Service and
1-Year Breaks in Service for vesting purposes will be measured on the same vesting
computation period.

Years
of Service with any Affiliated Employer shall be recognized. Furthermore, Years
of Service with any predecessor employer that maintained this Plan shall be
recognized. Years of Service with any other predecessor employer shall be
recognized as elected in the Adoption Agreement.

In
the event the method of crediting service is amended from the Elapsed Time
Method to the Hour of Service Method, an Employee will receive credit for Years
of Service equal to:

| |                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 The number of Years of Service equal to the number of 1-year Periods of
 Service credited to the Employee as of the date of the amendment; and                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                         
| | (b)
 In the computation period which includes the date of the amendment, a number
 of Hours of Service (using the Hours of Service equivalency method elected in
 the Adoption Agreement) to any fractional part of a year credited to the
 Employee under this Section as of the date of the amendment.

ARTICLE II 
ADMINISTRATION

2.1 POWERS AND
RESPONSIBILITIES OF THE EMPLOYER

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 In addition to the general powers and responsibilities otherwise provided for
 in this Plan, the Employer shall be empowered to appoint and remove the
 Trustee and the Administrator from time to time as it deems necessary for the
 proper administration of the Plan to ensure that the Plan is being operated
 for the exclusive benefit of the Participants and their Beneficiaries in
 accordance with the terms of the Plan, the Code, and the Act. The Employer
 may appoint counsel, specialists, advisers, agents (including any
 nonfiduciary agent) and other persons as the Employer deems necessary or
 desirable in connection with the exercise of its fiduciary duties under this
 Plan. The Employer may compensate such agents or advisers from the assets of
 the Plan as fiduciary expenses (but not including any business (settlor)
 expenses of the Employer), to the extent not paid by the Employer.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b)
 The Employer shall establish a funding policy and method, i.e., it shall
 determine whether the Plan has a short run need for liquidity (e.g., to pay
 benefits) or whether liquidity is a long run goal and investment growth (and
 stability of same) is a more current need, or shall appoint a qualified person
 to do so. If the Trustee has discretionary authority, the Employer or its
 delegate shall communicate such needs and goals to the Trustee, who shall
 coordinate such Plan needs with its investment policy. The communication of
 such a funding policy and method shall not, however, constitute a directive
 to the Trustee as to the investment of the Trust Funds. Such funding policy
 and method shall be consistent with the objectives of this Plan and with the
 requirements of Title I of the Act.                                                                                      

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DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)
 The Employer may appoint, at its option, an Investment Manager, investment
 adviser, or other agent to provide direction to the Trustee with respect to
 any or all of the Plan assets. Such appointment shall be given by the
 Employer in writing in a form acceptable to the Trustee and shall
 specifically identify the Plan assets with respect to which the Investment
 Manager or other agent shall have the authority to direct the investment.         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d)
 The Employer shall periodically review the performance of any Fiduciary or
 other person to whom duties have been delegated or allocated by it under the
 provisions of this Plan or pursuant to procedures established hereunder. This
 requirement may be satisfied by formal periodic review by the Employer or by
 a qualified person specifically designated by the Employer, through
 day-to-day conduct and evaluation, or through other appropriate ways.

2.2
DESIGNATION OF ADMINISTRATIVE AUTHORITY

The
Employer may appoint one or more Administrators. If the Employer does not
appoint an Administrator, the Employer will be the Administrator. Any person,
including, but not limited to, the Employees of the Employer, shall be eligible
to serve as an Administrator. Any person so appointed shall signify acceptance
by filing written acceptance with the Employer. An Administrator may resign by
delivering a written resignation to the Employer or be removed by the Employer
by delivery of written notice of removal, to take effect at a date specified
therein, or upon delivery to the Administrator if no date is specified. Upon
the resignation or removal of an Administrator, the Employer may designate in
writing a successor to this position.

2.3 ALLOCATION
AND DELEGATION OF RESPONSIBILITIES

If
more than one person is appointed as Administrator, the responsibilities of
each Administrator may be specified by the Employer and accepted in writing by
each Administrator. In the event that no such delegation is made by the
Employer, the Administrators may allocate the responsibilities among
themselves, in which event the Administrators shall notify the Employer and the
Trustee in writing of such action and specify the responsibilities of each
Administrator. The Trustee thereafter shall accept and rely upon any documents
executed by the appropriate Administrator until such time as the Employer or
the Administrators file with the Trustee a written revocation of such
designation.

2.4 POWERS AND
DUTIES OF THE ADMINISTRATOR

The
primary responsibility of the Administrator is to administer the Plan for the
exclusive benefit of the Participants and their Beneficiaries, subject to the
specific terms of the Plan. The Administrator shall administer the Plan in
accordance with its terms and shall have the power and discretion to construe
the terms of the Plan and determine all questions arising in connection with
the administration, interpretation, and application of the Plan. Benefits under
this Plan will be paid only if the Administrator decides in its discretion that
the applicant is entitled to them. Any such determination by the Administrator
shall be conclusive and binding upon all persons. The Administrator may
establish procedures, correct any defect, supply any information, or reconcile
any inconsistency in such manner and to such extent as shall be deemed
necessary or advisable to carry out the purpose of the Plan; provided, however,
that any procedure, discretionary act, interpretation or construction shall be
done in a nondiscriminatory manner based upon uniform principles consistently
applied and shall be consistent with the intent that the Plan continue to be
deemed a qualified plan under the terms of Code Section 401(a), and shall
comply with the terms of the Act and all regulations issued pursuant thereto.
The Administrator shall have all powers necessary or appropriate to accomplish
its duties under this Plan.

The
Administrator shall be charged with the duties of the general administration of
the Plan and the powers necessary to carry out such duties as set forth under
the terms of the Plan, including, but not limited to, the following:

| |                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 the discretion to determine all questions relating to the eligibility of an
 Employee to participate or remain a Participant hereunder and to receive
 benefits under the Plan;                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                         
| | (b)
 the authority to review and settle all claims against the Plan, including
 claims where the settlement amount cannot be calculated or is not calculated
 in accordance with the Plans benefit formula. This authority specifically
 permits the Administrator to settle, in compromise fashion, disputed claims
 for benefits and any other disputed claims made against the Plan;
| |                                                                                                                                                                                                                                                                                                                                                                                         
| | (c)
 to compute, certify, and direct the Trustee with respect to the amount and
 the kind of benefits to which any Participant shall be entitled hereunder;                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                         
| | (d)
 to authorize and direct the Trustee with respect to all discretionary or
 otherwise directed disbursements from the Trust Fund;                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                         
| | (e)
 to maintain all necessary records for the administration of the Plan;                                                                                                                                                                                                                                                                                                              

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DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)
 to interpret the provisions of the Plan and to make and publish such rules
 for regulation of the Plan that are consistent with the terms hereof;                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (g)
 to determine the size and type of any Contract to be purchased from any
 Insurer, and to designate the Insurer from which such Contract shall be
 purchased;                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (h)
 to compute and certify to the Employer and to the Trustee from time to time
 the sums of money necessary or desirable to be contributed to the Plan;                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (i)
 to consult with the Employer and the Trustee regarding the short and
 long-term liquidity needs of the Plan in order that the Trustee can exercise
 any investment discretion (if the Trustee has such discretion), in a manner
 designed to accomplish specific objectives;                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (j)
 to prepare and implement a procedure for notifying Participants and
 Beneficiaries of their rights to elect Joint and Survivor Annuities and
 Pre-Retirement Survivor Annuities if required by the Plan, Code and
 Regulations thereunder;                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (k)
 to assist Participants regarding their rights, benefits, or elections
 available under the Plan;                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (l)
 to act as the named Fiduciary responsible for communicating with Participants
 as needed to maintain Plan compliance with Act Section 404(c) (if the
 Employer intends to comply with Act Section 404(c)) including, but not
 limited to, the receipt and transmission of Participants directions as to
 the investment of their accounts under the Plan and the formation of
 policies, rules, and procedures pursuant to which Participants may give
 investment instructions with respect to the investment of their accounts; and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (m)
 to determine the validity of, and take appropriate action with respect to,
 any qualified domestic relations order received by it.                                                                                                                                                                                                                                                                                                                                                                                                    

2.5 RECORDS
AND REPORTS

The
Administrator shall keep a record of all actions taken and shall keep all other
books of account, records, and other data that may be necessary for proper
administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law.

2.6
APPOINTMENT OF ADVISERS

The
Administrator may appoint counsel, specialists, advisers, agents (including
nonfiduciary agents) and other persons as the Administrator deems necessary or
desirable in connection with the administration of this Plan, including but not
limited to agents and advisers to assist with the administration and management
of the Plan, and thereby to provide, among such other duties as the
Administrator may appoint, assistance with maintaining Plan records and the
providing of investment information to the Plans investment fiduciaries and,
if applicable, to Plan Participants.

2.7
INFORMATION FROM EMPLOYER

The
Employer shall supply full and timely information to the Administrator on all
pertinent facts as the Administrator may require in order to perform its
functions hereunder and the Administrator shall advise the Trustee of such of
the foregoing facts as may be pertinent to the Trustees duties under the Plan.
The Administrator may rely upon such information as is supplied by the Employer
and shall have no duty or responsibility to verify such information.

2.8 PAYMENT OF
EXPENSES

All
expenses of administration may be paid out of the Trust Fund unless paid by the
Employer. Such expenses shall include any expenses incident to the functioning
of the Administrator, or any person or persons retained or appointed by any
Named Fiduciary incident to the exercise of their duties under the Plan,
including, but not limited to, fees of accountants, counsel, Investment
Managers, agents (including nonfiduciary agents) appointed for the purpose of
assisting the Administrator or Trustee in carrying out the instructions of
Participants as to the directed investment of their accounts (if permitted) and
other specialists and their agents, the costs of any bonds required pursuant to
Act Section 412, and other costs of administering the Plan. Until paid, the
expenses shall constitute a liability of the Trust Fund.

2.9 MAJORITY
ACTIONS

Except
where there has been an allocation and delegation of administrative authority
pursuant to Section 2.3, if there is more than one Administrator, then they
shall act by a majority of their number, but may authorize one or more of them
to sign all papers on their behalf.

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DEFINED CONTRIBUTION PLAN

2.10 CLAIMS
PROCEDURE

Claims
for benefits under the Plan may be filed in writing with the Administrator.
Written notice of the disposition of a claim shall be furnished to the claimant
within ninety (90) days after the application is filed, or such period as is
required by applicable law or Department of Labor regulation. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation
as to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plans claims review
procedure.

2.11 CLAIMS
REVIEW PROCEDURE

Any
Employee, former Employee, or Beneficiary of either, who has been denied a
benefit by a decision of the Administrator pursuant to Section 2.10 shall be
entitled to request the Administrator to give further consideration to the
claim by filing with the Administrator a written request for a hearing. Such
request, together with a written statement of the reasons why the claimant
believes such claim should be allowed, shall be filed with the Administrator no
later than sixty (60) days after receipt of the written notification provided
for in Section 2.10. The Administrator shall then conduct a hearing within the
next sixty (60) days, at which the claimant may be represented by an attorney or
any other representative of such claimants choosing and expense and at which
the claimant shall have an opportunity to submit written and oral evidence and
arguments in support of the claim. At the hearing (or prior thereto upon five
(5) business days written notice to the Administrator) the claimant or the
claimants representative shall have an opportunity to review all documents in
the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a
court reporter to attend the hearing and record the proceedings. In such event,
a complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within sixty (60) days of receipt of the appeal
(unless there has been an extension of sixty (60) days due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the sixty (60) day period). Such
communication shall be written in a manner calculated to be understood by the
claimant and shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based.
Notwithstanding the preceding, to the extent any of the time periods specified
in this Section are amended by law or Department of Labor regulation, then the
time frames specified herein shall automatically be changed in accordance with
such law or regulation.

If
the Administrator, pursuant to the claims review procedure, makes a final
written determination denying a Participants or Beneficiarys benefit claim,
then in order to preserve the claim, the Participant or Beneficiary must file
an action with respect to the denied claim not later than one hundred eighty
(180) days following the date of the Administrators final determination.

ARTICLE III
ELIGIBILITY

3.1 CONDITIONS
OF ELIGIBILITY

Any
Eligible Employee shall be eligible to participate hereunder on the date such
Employee has satisfied the conditions of eligibility elected in the Adoption
Agreement.

3.2 EFFECTIVE
DATE OF PARTICIPATION

An
Eligible Employee who has satisfied the conditions of eligibility pursuant to
Section 3.1 shall become a Participant effective as of the date elected in the
Adoption Agreement. If said Employee is not employed on such date, but is
reemployed before a 1-Year Break in Service has occurred, then such Employee
shall become a Participant on the date of reemployment or, if later, the date
that the Employee would have otherwise entered the Plan had the Employee not
terminated employment.

Unless
specifically provided otherwise in the Adoption Agreement, an Eligible Employee
who satisfies the Plans eligibility requirement conditions by reason of
recognition of service with a predecessor employer will become a Participant as
of the day the Plan credits service with a predecessor employer or, if later,
the date the Employee would have otherwise entered the Plan had the service with
the predecessor employer been service with the Employer.

If
an Employee, who has satisfied the Plans eligibility requirements and would
otherwise have become a Participant, shall go from a classification of a
noneligible Employee to an Eligible Employee, such Employee shall become a
Participant on the date such Employee becomes an Eligible Employee or, if
later, the date that the Employee would have otherwise entered the Plan had the
Employee always been an Eligible Employee.

If
an Employee, who has satisfied the Plans eligibility requirements and would
otherwise become a Participant, shall go from a classification of an Eligible
Employee to a noneligible class of Employees, such Employee shall become a
Participant in the Plan on the date such Employee again becomes an Eligible
Employee, or, if later, the date that the

(C) 2001
Markley Actuarial Services, Inc.

15

---



DEFINED CONTRIBUTION PLAN

Employee would
have otherwise entered the Plan had the Employee always been an Eligible
Employee. However, if such Employee incurs a 1-Year Break in Service,
eligibility will be determined under the Break in Service rules set forth in
Section 3.5.

3.3
DETERMINATION OF ELIGIBILITY

The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long as
the same is made pursuant to the Plan and the Act. Such determination shall be
subject to review pursuant to Section 2.11.

3.4
TERMINATION OF ELIGIBILITY

In
the event a Participant shall go from a classification of an Eligible Employee
to an ineligible Employee, such Former Participant shall continue to vest in
the Plan for each Year of Service (or Period of Service, if the Elapsed Time
Method is used) completed while an ineligible Employee, until such time as the
Participants Account is forfeited or distributed pursuant to the terms of the Plan.
Additionally, the Former Participants interest in the Plan shall continue to
share in the earnings of the Trust Fund in the same manner as Participants.

3.5 REHIRED
EMPLOYEES AND BREAKS IN SERVICE

| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 If any Participant becomes a Former Participant due to severance from
 employment with the Employer and is reemployed by the Employer before a
 1-Year Break in Service occurs, the Former Participant shall become a
 Participant as of the reemployment date.                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b)
 If any Participant becomes a Former Participant due to severance from
 employment with the Employer and is reemployed after a 1-Year Break in
 Service has occurred, Years of Service (or Periods of Service if the Elapsed
 Time Method is being used) shall include Years of Service (or Periods of
 Service if the Elapsed Time Method is being used) prior to the 1-Year Break
 in Service subject to the following rules:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) In the
 case of a Former Participant who under the Plan does not have a
 nonforfeitable right to any interest in the Plan resulting from Employer
 contributions, Years of Service (or Periods of Service) before a period of
 1-Year Breaks in Service will not be taken into account if the number of
 consecutive 1-Year Breaks in Service equals or exceeds the greater of (A) five
 (5) or (B) the aggregate number of pre-break Years of Service (or Periods of
 Service). Such aggregate number of Years of Service (or Periods of Service)
 will not include any Years of Service (or Periods of Service) disregarded
 under the preceding sentence by reason of prior 1-Year Breaks in Service;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (2) A Former
 Participant who has not had Years of Service (or Periods of Service) before a
 1-Year Break in Service disregarded pursuant to (1) above, shall participate
 in the Plan as of the date of reemployment, or if later, as of the date the
 Former Participant would otherwise enter the Plan pursuant to Sections 3.1
 and 3.2 taking into account all service not disregarded.                                                                                                                                                                                                                                                                                                                

| |                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)
 After a Former Participant who has severed employment with the Employer
 incurs five (5) consecutive 1-Year Breaks in Service, the Vested portion of
 such Former Participants Account attributable to pre-break service shall not
 be increased as a result of post-break service. In such case, separate
 accounts will be maintained as follows:

| |                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------
| | (1) one
 account for nonforfeitable benefits attributable to pre-break service; and                                              
| |                                                                                                                                  
| | (2) one
 account representing the Participants Employer-derived account balance in
 the Plan attributable to post-break service.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d)
 If any Participant becomes a Former Participant due to severance of
 employment with the Employer and is reemployed by the Employer before five
 (5) consecutive 1-Year Breaks in Service, and such Former Participant had
 received a distribution of the entire Vested interest prior to reemployment,
 then the forfeited account shall be reinstated only if the Former Participant
 repays the full amount which had been distributed. Such repayment must be
 made before the earlier of five (5) years after the first date on which the
 Participant is subsequently reemployed by the Employer or the close of the
 first period of five (5) consecutive 1-Year Breaks in Service commencing
 after the distribution. If a distribution occurs for any reason other than a
 severance of employment, the time for repayment may not end earlier than five
 (5) years after the date of distribution. In the event the Former Participant
 does repay the full amount distributed, the undistributed forfeited portion
 of the Participants Account must be restored in full, unadjusted by any
 gains or losses occurring subsequent to the Valuation Date preceding the
 distribution. The source for such reinstatement may be Forfeitures occurring
 during the Plan Year. If such source is insufficient, then the Employer will
 contribute an amount which is sufficient to restore the Participants
 Account, provided, however, that if a discretionary contribution is made for
 such year, such contribution will first be applied to restore any such
 accounts and the

(C) 2001
Markley Actuarial Services, Inc.

16

---



DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | remainder
 shall be allocated in accordance with the terms of the Plan. If a non-Vested
 Former Participant was deemed to have received a distribution and such Former
 Participant is reemployed by the Employer before five (5) consecutive 1-Year
 Breaks in Service, then such Participant will be deemed to have repaid the
 deemed distribution as of the date of reemployment.

3.6 ELECTION
NOT TO PARTICIPATE

An
Employee may, subject to the approval of the Employer, elect voluntarily not to
participate in the Plan. The election not to participate must be irrevocable
and communicated to the Employer, in writing, within a reasonable period of
time before the beginning of the first Plan Year. For standardized Plans, a
Participant or an Eligible Employee may not elect not to participate.

3.7 CONTROL OF
ENTITIES BY OWNER-EMPLOYEE

Effective
with respect to Plan Years beginning after December 31, 1996, if this Plan
provides contributions or benefits for one or more Owner-Employees, the
contributions on behalf of any Owner-Employee shall be made only with respect
to the Earned Income for such Owner-Employee which is derived from the trade or
business with respect to which such Plan is established.

ARTICLE IV
CONTRIBUTION AND ALLOCATION

4.1 FORMULA
FOR DETERMINING EMPLOYERS CONTRIBUTION

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) For a
 Money Purchase Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (1) The
 Employer will make contributions on the following basis. On behalf of each
 Participant eligible to share in allocations, for each year of such
 Participants participation in this Plan, the Employer will contribute the
 amount elected in the Adoption Agreement. All contributions by the Employer
 will be made in cash. In the event a funding waiver is obtained, this Plan
 shall be deemed to be an individually designed plan.                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (2)
 Notwithstanding the foregoing, with respect to an Employer which is not a
 tax-exempt entity, the Employers contribution for any Fiscal Year shall not
 exceed the maximum amount allowable as a deduction to the Employer under the
 provisions of Code Section 404. However, to the extent necessary to provide
 the top heavy minimum allocations, the Employer shall make a contribution
 even if it exceeds the amount that is deductible under Code Section 404.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) For a
 Profit Sharing Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (1) For each
 Plan Year, the Employer may (or will in the case of a Prevailing Wage
 contribution) contribute to the Plan such amount as elected by the Employer
 in the Adoption Agreement.                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (2) Additionally,
 the Employer will contribute to the Plan the amount necessary, if any, to
 provide the top heavy minimum allocations, even if it exceeds current or
 accumulated Net Profit or the amount that is deductible under Code Section
 404.                                                                                                                                                                                                                    

4.2 TIME OF
PAYMENT OF EMPLOYERS CONTRIBUTION

Unless otherwise provided by contract or law,
the Employer may make its contribution to the Plan for a particular Plan Year
at such time as the Employer, in its sole discretion, determines. If the
Employer makes a contribution for a particular Plan Year after the close of
that Plan Year, the Employer will designate to the Administrator the Plan Year
for which the Employer is making its contribution.

4.3 ALLOCATION
OF CONTRIBUTION, FORFEITURES AND EARNINGS

|                                          |                                                                                                                                                                                                                                                                                                                                                                       
|----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                          | (a)
 The Administrator shall establish and maintain an account in the name of each
 Participant to which the Administrator shall credit as of each Anniversary
 Date, or other Valuation Date, all amounts allocated to each such Participant
 as set forth herein.                                                                                                   
|                                          |                                                                                                                                                                                                                                                                                                                                                                       
|                                          | (b)
 The Employer shall provide the Administrator with all information required by
 the Administrator to make a proper allocation of the Employers contribution,
 if any, for each Plan Year. Within a reasonable period of time after the date
 of receipt by the Administrator of such information, the Administrator shall
 allocate any contributions as follows:
|                                          |                                                                                                                                                                                                                                                                                                                                                                       
|(C) 2001 Markley Actuarial Services, Inc.

17

---



DEFINED CONTRIBUTION PLAN

| |                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) For a
 Money Purchase Plan (other than a Money Purchase Plan which is integrated by
 allocation):             
| |                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                    | (i) The
 Employers contribution shall be allocated to each Participants Account in
 the manner set forth in Section 4.1 herein and as specified in the Adoption
 Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                    | (ii) However, regardless of the preceding,
 a Participant shall only be eligible to share in the allocations of the
 Employers contribution for the year if the conditions set forth in the
 Adoption Agreement are satisfied, unless a top heavy contribution is required
 pursuant to Section 4.3(f). If no election is made in the Adoption Agreement,
 then a Participant shall be eligible to share in the allocation of the
 Employers contribution for the year if the Participant completes more than
 five hundred (500) Hours of Service (or three (3) Months of Service if the
 Elapsed Time method is chosen in the Adoption Agreement) during the Plan Year
 or who is employed on the last day of the Plan Year. Furthermore, with
 respect to a non-standardized Adoption Agreement, regardless of any election
 in the Adoption Agreement to the contrary, for the Plan Year in which this
 Plan terminates, a Participant shall only be eligible to share in the
 allocation of the Employers contributions for the Plan Year if the
 Participant is employed at the end of the Plan Year and has completed a Year
 of Service (or Period of Service if the Elapsed Time Method is elected).
| |                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (2) For an
 integrated Profit Sharing Plan allocation or a Money Purchase Plan which is
 integrated by allocation:
| |                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                    | (i) Except
 as provided in Section 4.3(f) for top heavy purposes and subject to the
 Overall Permitted Disparity Limits, the Employers contribution shall be
 allocated to each Participants Account in a dollar amount equal to 5.7% of
 the sum of each Participants Compensation plus Excess Compensation. If the
 Employer does not contribute such amount for all Participants, each
 Participant will be allocated a share of the contribution in the same
 proportion that each such Participants Compensation plus Excess Compensation
 for the Plan Year bears to the total Compensation plus the total Excess
 Compensation of all Participants for that year. However, in the case of any
 Participant who has exceeded the Cumulative Permitted Disparity Limit, the
 allocation set forth in this paragraph shall be based on such Participants
 Compensation rather than Compensation plus Excess Compensation.                                                                                                                                                                                                                                                                          
| |                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                    | Regardless
 of the preceding, 4.3% shall be substituted for 5.7% above if Excess
 Compensation is based on more than 20% and less than or equal to 80% of the
 Taxable Wage Base. If Excess Compensation is based on less than 100% and more
 than 80% of the Taxable Wage Base, then 5.4% shall be substituted for 5.7%
 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                    | (ii) The
 balance of the Employers contribution over the amount allocated above, if
 any, shall be allocated to each Participants Account in the same proportion
 that each such Participants Compensation for the Year bears to the total
 Compensation of all Participants for such year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                    | (iii)
 However, regardless of the preceding, a Participant shall only be eligible to
 share in the allocations of the Employers Contribution for the year if the
 conditions set forth in the Adoption Agreement are satisfied, unless a
 contribution is required pursuant to Section 4.3(f). If no election is made
 in the Adoption Agreement, then a Participant shall be eligible to share in
 the allocation of the Employers contribution for the year if the Participant
 completes more than five hundred (500) Hours of Service (or three (3) Months
 of Service if the Elapsed Time method is chosen in the Adoption Agreement)
 during the Plan Year or who is employed on the last day of the Plan Year.
 Furthermore, with respect to a non-standardized Adoption Agreement,
 regardless of any election in the Adoption Agreement to the contrary, for the
 Plan Year in which this Plan terminates, a Participant shall only be eligible
 to share in the allocation of the Employers contributions for the Plan Year
 if the Participant is employed at the end of the Plan Year and has completed
 a Year of Service (or Period of Service if the Elapsed Time Method is
 elected).        
| |                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (3) For a
 Profit Sharing Plan with a non-integrated allocation formula or a Prevailing
 Wage contribution:       
| |                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                    | (i) The
 Employers contribution shall be allocated to each Participants Account in
 accordance with the allocation method elected in the Adoption Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                    | (ii)
 However, regardless of the preceding, a Participant shall only be eligible to
 share in the allocations of the Employers contribution for the year if the
 conditions set forth in the Adoption Agreement are satisfied, unless a top
 heavy contribution is required pursuant to Section 4.3(f). If no election is
 made in the Adoption Agreement, then a Participant shall be eligible to share
 in the allocation of the Employers contribution for the year if the
 Participant completes more than five                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

(C) 2001
Markley Actuarial Services, Inc.

18

---



DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            | hundred
 (500) Hours of Service (or three (3) Months of Service if the Elapsed Time
 method is chosen in the Adoption Agreement) during the Plan Year or who is
 employed on the last day of the Plan Year. Furthermore, with respect to a
 non-standardized Adoption Agreement, regardless of any election in the
 Adoption Agreement to the contrary, for the Plan Year in which this Plan
 terminates, a Participant shall only be eligible to share in the allocation
 of the Employers contributions for the Plan Year if the Participant is
 employed at the end of the Plan Year and has completed a Year of Service (or
 Period of Service if the Elapsed Time Method is elected).                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (4) Overall
 Permitted Disparity Limits:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            | Annual Overall Permitted Disparity Limit:
 Notwithstanding the preceding paragraphs, if in any Plan Year this Plan
 benefits any Participant who benefits under another qualified plan or
 simplified employee pension, as defined in Code Section 408(k), maintained by
 the Employer that either provides for or imputes permitted disparity
 (integrates), then such plans will be considered to be one plan and will be
 considered to comply with the permitted disparity rules if the extent of the
 permitted disparity of all such plans does not exceed 100%. For purposes of
 the preceding sentence, the extent of the permitted disparity of a plan is
 the ratio, expressed as a percentage, which the actual benefits, benefit
 rate, offset rate, or employer contribution rate, whatever is applicable
 under the Plan, bears to the limitation under Code Section 401(l) applicable
 to such Plan. Notwithstanding the foregoing, if the Employer maintains two or
 more standardized paired plans, only one plan may provide for permitted
 disparity.                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            | Cumulative Permitted Disparity Limit:
 With respect to a Participant who benefits or has benefited under a
 defined benefit or target benefit plan of the Employer, effective for Plan
 Years beginning on or after January 1, 1994, the cumulative permitted
 disparity limit for the Participant is thirty five (35) total cumulative
 permitted disparity years. Total cumulative permitted disparity years means
 the number of years credited to the Participant for allocation or accrual
 purposes under the Plan, any other qualified plan or simplified employee
 pension plan (whether or not terminated) ever maintained by the Employer,
 while such plan either provides for or imputes permitted disparity. For
 purposes of determining the Participants cumulative permitted disparity
 limit, all years ending in the same calendar year are treated as the same
 year. If the Participant has not benefited under a defined benefit or
 target benefit plan which neither provides for nor imputes permitted
 disparity for any year beginning on or after January 1, 1994, then such
 Participant has no cumulative disparity limit.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            | For purposes
 of this Section, benefiting means benefiting under the Plan for any Plan
 Year during which a Participant received or is deemed to receive an
 allocation in accordance with Regulation 1.410(b)-3(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c)
 Except as otherwise elected in the Adoption Agreement or as provided in Section
 4.10 with respect to Participant Directed Accounts, as of each Valuation
 Date, before allocation of any Employer contributions and Forfeitures, any
 earnings or losses (net appreciation or net depreciation) of the Trust Fund
 (exclusive of assets segregated for distribution) shall be allocated in the
 same proportion that each Participants and Former Participants
 nonsegregated accounts bear to the total of all Participants and Former
 Participants nonsegregated accounts as of such date. If any nonsegregated
 account of a Participant has been distributed prior to the Valuation Date
 subsequent to a Participants termination of employment, no earnings or
 losses shall be credited to such account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d)
 Participants Accounts shall be debited for any insurance or annuity premiums
 paid, if any, and credited with any dividends or interest received on
 Contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e)
 On or before each Anniversary Date, any amounts which became Forfeitures
 since the last Anniversary Date may be made available to reinstate previously
 forfeited account balances of Former Participants, if any, in accordance with
 Section 3.5(d) or used to satisfy any contribution that may be required
 pursuant to Section 6.9. The remaining Forfeitures, if any, shall be treated
 in accordance with the Adoption Agreement. If no election is made in the
 Adoption Agreement, any remaining Forfeitures will be used to reduce any
 future Employer contributions under the Plan. However, if the Plan provides
 for an integrated allocation, then any remaining Forfeitures will be added to
 the Employers contributions under the Plan. Regardless of the preceding
 sentences, in the event the allocation of Forfeitures provided herein shall
 cause the Annual Additions (as defined in Section 4.4) to any Participants
 Account to exceed the amount allowable by the Code, an adjustment shall be
 made in accordance with Section 4.5. Except, however, a Participant shall
 only be eligible to share in the allocations of Forfeitures for the year if
 the conditions set forth in the Adoption Agreement are satisfied, unless a
 top heavy contribution is required pursuant to Section 4.3(f). If no election
 is made in the Adoption Agreement, then a Participant shall be eligible to
 share in the allocation of the Employers contribution for the year if the
 Participant completes more than five hundred (500) Hours of Service (or three
 (3) Months of Service if the Elapsed Time method is chosen in the Adoption
 Agreement) during the Plan Year or who is employed on the last day of the
 Plan Year.

(C) 2001
Markley Actuarial Services, Inc.

19

---



DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)
 Minimum Allocations Required for Top Heavy Plan Years: Notwithstanding the
 foregoing, for any Top Heavy Plan Year, the sum of the Employers contributions
 and Forfeitures allocated to the Participants Combined Account of each
 Non-Key Employee shall be equal to at least three percent (3%) of such
 Non-Key Employees 415 Compensation (reduced by contributions and
 forfeitures, if any, allocated to each Non-Key Employee in any defined
 contribution plan included with this Plan in a required aggregation group
 (as defined in Section 9.2(f)). However, if (i) the sum of the Employers
 contributions and Forfeitures allocated to the Participants Combined Account
 of each Key Employee for such Top Heavy Plan Year is less than three percent
 (3%) of each Key Employees 415 Compensation and (ii) this Plan is not
 required to be included in a required aggregation group (as defined in
 Section 9.2(f)) to enable a defined benefit plan to meet the requirements of
 Code Section 401(a)(4) or 410, the sum of the Employers contributions and
 Forfeitures allocated to the Participants Combined Account of each Non-Key
 Employee shall be equal to the largest percentage allocated to the
 Participants Combined Account of any Key Employee.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | However,
 for each Non-Key Employee who is a Participant in a paired Profit Sharing
 Plan or 401(k) Profit Sharing Plan and a paired Money Purchase Plan, the
 minimum three percent (3%) allocation specified above shall be provided in
 the Money Purchase Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | If
 this is an integrated Plan, then for any Top Heavy Plan Year the Employers
 contribution shall be allocated as follows and shall still be required to
 satisfy the other provisions of this subsection:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (1) An
 amount equal to three percent (3%) multiplied by each Participants
 Compensation for the Plan Year shall be allocated to each Participants
 Account. If the Employer does not contribute such amount for all
 Participants, the amount shall be allocated to each Participants Account in
 the same proportion that such Participants total Compensation for the Plan
 Year bears to the total Compensation of all Participants for such year.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (2) The
 balance of the Employers contribution over the amount allocated under
 subparagraph (1) hereof shall be allocated to each Participants Account in a
 dollar amount equal to three percent (3%) multiplied by a Participants
 Excess Compensation. If the Employer does not contribute such amount for all
 Participants, each Participant will be allocated a share of the contribution
 in the same proportion that such Participants Excess Compensation bears to
 the total Excess Compensation of all Participants for that year. For purposes
 of this paragraph, in the case of any Participant who has exceeded the
 cumulative permitted disparity limit described in Section 4.3(b)(4), such
 Participants total Compensation will be taken into account.                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (3) The
 balance of the Employers contribution over the amount allocated under
 subparagraph (2) hereof shall be allocated to each Participants Account in a
 dollar amount equal to 2.7% multiplied by the sum of each Participants total
 Compensation plus Excess Compensation. If the Employer does not contribute
 such amount for all Participants, each Participant will be allocated a share
 of the contribution in the same proportion that such Participants total
 Compensation plus Excess Compensation for the Plan Year bears to the total
 Compensation plus Excess Compensation of all Participants for that year. For
 purposes of this paragraph, in the case of any Participant who has exceeded
 the cumulative permitted disparity limit described in Section 4.3(b)(4), such
 Participants total Compensation rather than Compensation plus Excess
 Compensation will be taken into account.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Regardless
 of the preceding, 1.3% shall be substituted for 2.7% above if Excess
 Compensation is based on more than 20% and less than or equal to 80% of the Taxable
 Wage Base. If Excess Compensation is based on less than 100% and more than
 80% of the Taxable Wage Base, then 2.4% shall be substituted for 2.7% above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (4) The
 balance of the Employers contributions over the amount allocated above, if
 any, shall be allocated to each Participants Account in the same proportion
 that such Participants total Compensation for the Plan Year bears to the
 total Compensation of all Participants for such year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | For
 each Non-Key Employee who is a Participant in this Plan and another
 non-paired defined contribution plan maintained by the Employer, the minimum
 three percent (3%) allocation specified above shall be provided as specified
 in the Adoption Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (g)
 For purposes of the minimum allocations set forth above, the percentage
 allocated to the Participants Combined Account of any Key Employee shall be
 equal to the ratio of the sum of the Employers contributions and Forfeitures
 allocated on behalf of such Key Employee divided by the 415 Compensation for
 such Key Employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (h)
 For any Top Heavy Plan Year, the minimum allocations set forth in this
 Section shall be allocated to the Participants Combined Account of all
 Non-Key Employees who are Participants and who are employed by the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

(C) 2001
Markley Actuarial Services, Inc.

20

---



DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                  
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Employer on
 the last day of the Plan Year, including Non-Key Employees who have (1)
 failed to complete a Year of Service; or (2) declined to make mandatory
 contributions (if required) or, in the case of a cash or deferred
 arrangement, Elective Deferrals to the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (i)
 Notwithstanding anything herein to the contrary, in any Plan Year in which
 the Employer maintains both this Plan and a defined benefit pension plan
 included in a required aggregation group (as defined in Section 9.2(f))
 which is top heavy, the Employer will not be required (unless otherwise
 elected in the Adoption Agreement) to provide a Non-Key Employee with both
 the full separate minimum defined benefit plan benefit and the full separate
 defined contribution plan allocations. In such case, the top heavy minimum
 benefits will be provided as elected in the Adoption Agreement and, if
 applicable, as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (1) If the
 5% defined contribution minimum is elected in the Adoption Agreement:                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (i) The
 requirements of Section 9.1 will apply except that each Non-Key Employee who
 is a Participant in the Profit Sharing Plan or Money Purchase Plan and who is
 also a Participant in the Defined Benefit Plan will receive a minimum
 allocation of five percent (5%) of such Participants 415 Compensation from
 the applicable defined contribution plan(s).           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (ii) For
 each Non-Key Employee who is a Participant only in the Defined Benefit Plan
 the Employer will provide a minimum non-integrated benefit equal to two
 percent (2%) of such Participants highest five (5) consecutive year average
 415 Compensation for each Year of Service while a participant in the plan, in
 which the Plan is top heavy, not to exceed ten (10).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (iii) For
 each Non-Key Employee who is a Participant only in this defined contribution
 plan, the Employer will provide a minimum allocation equal to three percent
 (3%) of such Participants 415 Compensation.                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (2) If the
 2% defined benefit minimum is elected in the Adoption Agreement, then for
 each Non-Key Employee who is a Participant only in the defined benefit plan,
 the Employer will provide a minimum non-integrated benefit equal to two
 percent (2%) of such Participants highest five (5) consecutive year average
 of 415 Compensation for each Year of Service while a participant in the plan,
 in which the Plan is top heavy, not to exceed ten (10).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (j)
 For the purposes of this Section, 415 Compensation will be limited to the
 same dollar limitations set forth in Section 1.11 adjusted in such manner as
 permitted under Code Section 415(d).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (k)
 Notwithstanding anything in this Section to the contrary, all information
 necessary to properly reflect a given transaction may not be available until
 after the date specified herein for processing such transaction, in which
 case the transaction will be reflected when such information is received and
 processed. Subject to express limits that may be imposed under the Code, the
 processing of any contribution, distribution or other transaction may be
 delayed for any legitimate business reason (including, but not limited to,
 failure of systems or computer programs, failure of the means of the transmission
 of data, force majeure, the failure of a service provider to timely receive
 values or prices, and correction for errors or omissions or the errors or
 omissions of any service provider). The processing date of a transaction will
 be binding for all purposes of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (l)
 Notwithstanding anything in this Section to the contrary, the provisions of
 this subsection apply for any Plan Year if, in the non-standardized Adoption
 Agreement, the Employer elected to apply the 410(b) ratio percentage failsafe
 provisions and the Plan fails to satisfy the ratio percentage test due to a
 last day of the Plan Year allocation condition or an Hours of Service (or
 months of service) allocation condition. A plan satisfies the ratio
 percentage test if, on the last day of the Plan Year, the benefiting ratio
 of the Non-Highly Compensated Employees who are includible is at least 70%
 of the benefiting ratio of the Highly Compensated Employees who are
 includible. The benefiting ratio of the Non-Highly Compensated Employees
 is the number of includible Non-Highly Compensated Employees benefiting
 under the Plan divided by the number of includible Employees who are
 Non-Highly Compensated Employees. The benefiting ratio of the Highly
 Compensated Employees is the number of Highly Compensated Employees
 benefiting under the Plan divided by the number of includible Highly
 Compensated Employees. Includible Employees are all Employees other than:
 (1) those Employees excluded from participating in the plan for the entire
 Plan Year by reason of the collective bargaining unit exclusion or the
 nonresident alien exclusion described in the Code or by reason of the age and
 service requirements of Article III; and (2) any Employee who incurs a
 separation from service during the Plan Year and fails to complete at least
 501 Hours of Service (or three (3) months of service if the Elapsed Time
 Method is being used) during such Plan Year.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | For
 purposes of this subsection, an Employee is benefiting under the Plan on a
 particular date if, under the Plan, the Employee is entitled to an Employer
 contribution or an allocation of Forfeitures for the Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

(C) 2001
Markley Actuarial Services, Inc.

21

---



DEFINED CONTRIBUTION PLAN

|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                     | 
|----------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                              | If
 this subsection applies, then the Administrator will suspend the allocation
 conditions for the includible Non-Highly Compensated Employees who are
 Participants, beginning first with the includible Employees employed by the
 Employer on the last day of the Plan Year, then the includible Employees
 who have the latest separation from service during the Plan Year, and
 continuing to suspend the allocation conditions for each includible
 Employee who incurred an earlier separation from service, from the latest to
 the earliest separation from service date, until the Plan satisfies the
 ratio percentage test for the Plan Year. If two or more includible
 Employees have a separation from service on the same day, then the
 Administrator will suspend the allocation conditions for all such
 includible Employees, irrespective of whether the Plan can satisfy the
 ratio percentage test by accruing benefits for fewer than all such
 includible Employees. If the Plan for any Plan Year suspends the allocation
 conditions for an includible Employee, then that Employee will share in the
 allocation for that Plan Year of the Employer contribution and Forfeitures,
 if any, without regard to whether the Employee has satisfied the other
 allocation conditions set forth in this Section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.4 MAXIMUM
 ANNUAL ADDITIONS
|                             
|                              | (a)(1)
 If a Participant does not participate in, and has never participated in
 another qualified plan maintained by the Employer, or a welfare benefit fund
 (as defined in Code Section 419(e)) maintained by the Employer, or an
 individual medical account (as defined in Code Section 415(l)(2)) maintained
 by the Employer, or a simplified employee pension (as defined in Code Section
 408(k)) maintained by the Employer which provides Annual Additions, the
 amount of Annual Additions which may be credited to the Participants
 accounts for any Limitation Year shall not exceed the lesser of the Maximum
 Permissible Amount or any other limitation contained in this Plan. If the
 Employer contribution that would otherwise be contributed or allocated to the
 Participants accounts would cause the Annual Additions for the Limitation
 Year to exceed the Maximum Permissible Amount, the amount contributed or
 allocated will be reduced so that the Annual Additions for the Limitation
 Year will equal the Maximum Permissible Amount, and any amount in excess of
 the Maximum Permissible Amount which would have been allocated to such
 Participant may be allocated to other Participants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (2) Prior to
 determining the Participants actual 415 Compensation for the Limitation
 Year, the Employer may determine the Maximum Permissible Amount for a
 Participant on the basis of a reasonable estimation of the Participants 415
 Compensation for the Limitation Year, uniformly determined for all
 Participants similarly situated.
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                    
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (3) As soon
 as is administratively feasible after the end of the Limitation Year the
 Maximum Permissible Amount for such Limitation Year shall be determined on
 the basis of the Participants actual 415 Compensation for such Limitation
 Year.                                                                                             
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                    
|                              | (b)(1)
 This subsection applies if, in addition to this Plan, a Participant is
 covered under another qualified defined contribution plan maintained by the
 Employer that is a Master or Prototype Plan, a welfare benefit fund (as
 defined in Code Section 419(e)) maintained by the Employer, an individual
 medical account (as defined in Code Section 415(l)(2)) maintained by the
 Employer, or a simplified employee pension (as defined in Code Section
 408(k)) maintained by the Employer, which provides Annual Additions, during
 any Limitation Year. The Annual Additions which may be credited to a
 Participants accounts under this Plan for any such Limitation Year shall not
 exceed the Maximum Permissible Amount reduced by the Annual Additions
 credited to a Participants accounts under the other plans and welfare
 benefit funds, individual medical accounts, and simplified employee pensions
 for the same Limitation Year. If the Annual Additions with respect to the
 Participant under other defined contribution plans and welfare benefit funds
 maintained by the Employer are less than the Maximum Permissible Amount and
 the Employer contribution that would otherwise be contributed or allocated to
 the Participants accounts under this Plan would cause the Annual Additions
 for the Limitation Year to exceed this limitation, the amount contributed or
 allocated will be reduced so that the Annual Additions under all such plans
 and welfare benefit funds for the Limitation Year will equal the Maximum
 Permissible Amount, and any amount in excess of the Maximum Permissible
 Amount which would have been allocated to such Participant may be allocated
 to other Participants. If the Annual Additions with respect to the
 Participant under such other defined contribution plans, welfare benefit
 funds, individual medical accounts and simplified employee pensions in the
 aggregate are equal to or greater than the Maximum Permissible Amount, no
 amount will be contributed or allocated to the Participants account under
 this Plan for the Limitation Year.
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (2) Prior to
 determining the Participants actual 415 Compensation for the Limitation
 Year, the Employer may determine the Maximum Permissible Amount for a
 Participant on the basis of a reasonable estimation of the Participants 415
 Compensation for the Limitation Year, uniformly determined for all
 Participants similarly situated.
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                     | 
|                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (3) As soon as is administratively feasible
 after the end of the Limitation Year, the Maximum Permissible Amount for
 the Limitation Year will be determined on the basis of the Participants
 actual 415 Compensation for the Limitation Year.                                                                                                

(C) 2001
Markley Actuarial Services, Inc.

22

---



DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                   | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (4) If,
 pursuant to Section 4.4(b)(2) or Section 4.5, a Participants Annual
 Additions under this Plan and such other plans would result in an Excess
 Amount for a Limitation Year, the Excess Amount will be deemed to consist
 of the Annual Additions last allocated, except that Annual Additions
 attributable to a simplified employee pension will be deemed to have been
 allocated first, followed by Annual Additions to a welfare benefit fund or
 individual medical account, and then by Annual Additions to a plan subject
 to Code Section 412, regardless of the actual allocation date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (5) If an
 Excess Amount was allocated to a Participant on an allocation date of this
 Plan which coincides with an allocation date of another plan, the Excess Amount
 attributed to this Plan will be the product of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (i) the
 total Excess Amount allocated as of such date, times                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (ii) the
 ratio of (1) the Annual Additions allocated to the Participant for the
 Limitation Year as of such date under this Plan to (2) the total Annual
 Additions allocated to the Participant for the Limitation Year as of such
 date under this and all the other qualified defined contribution plans.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (6) Any Excess Amount attributed to this
 Plan will be disposed of in the manner described in Section 4.5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c)
 If the Participant is covered under another qualified defined contribution
 plan maintained by the Employer which is not a Master or Prototype Plan,
 Annual Additions which may be credited to the Participants Combined
 Account under this Plan for any Limitation Year will be limited in accordance
 with Section 4.4(b), unless the Employer provides other limitations in the
 Adoption Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d)
 For any Limitation Year beginning prior to the date the Code Section 415(e)
 limits are repealed with respect to this Plan (as specified in the Adoption
 Agreement for the GUST transitional rules), if the Employer maintains, or at
 any time maintained, a qualified defined benefit plan covering any Participant
 in this Plan, then the sum of the Participants Defined Benefit Plan
 Fraction and Defined Contribution Plan Fraction may not exceed 1.0. In
 such event, the rate of accrual in the defined benefit plan will be reduced
 to the extent necessary so that the sum of the Defined Contribution
 Fraction and Defined Benefit Fraction will equal 1.0. However, in the
 Adoption Agreement the Employer may specify an alternative method under which
 the plans involved will satisfy the limitations of Code Section 415(e),
 including increased top heavy minimum benefits so that the combined
 limitation is 1.25 rather than 1.0.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e)
 For purposes of applying the limitations of Code Section 415, the transfer of
 funds from one qualified plan to another is not an Annual Addition. In
 addition, the following are not Employee contributions for the purposes of
 Section 4.4(f)(1)(b): (1) rollover contributions (as defined in Code Sections
 402(c), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of loans made to a
 Participant from the Plan; (3) repayments of distributions received by an
 Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of
 distributions received by an Employee pursuant to Code Section 411(a)(3)(D)
 (mandatory contributions); and (5) Employee contributions to a simplified
 employee pension excludable from gross income under Code Section 408(k)(6).                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f)
 For purposes of this Section, the following terms shall be defined as
 follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (1) Annual Additions means the sum
 credited to a Participants accounts for any Limitation Year of (a) Employer
 contributions, (b) Employee contributions (except as provided below), (c)
 forfeitures, (d) amounts allocated, after March 31, 1984, to an individual
 medical account, as defined in Code Section 415(l)(2), which is part of a
 pension or annuity plan maintained by the Employer, (e) amounts derived from
 contributions paid or accrued after December 31, 1985, in taxable years
 ending after such date, which are attributable to post-retirement medical
 benefits allocated to the separate account of a key employee (as defined in
 Code Section 419A(d)(3)) under a welfare benefit fund (as defined in Code
 Section 419(e)) maintained by the Employer and (f) allocations under a
 simplified employee pension. Except, however, the Compensation percentage
 limitation referred to in paragraph (f)(9)(ii) shall not apply to: (1) any
 contribution for medical benefits (within the meaning of Code Section
 419A(f)(2)) after separation from service which is otherwise treated as an
 Annual Addition, or (2) any amount otherwise treated as an Annual
 Addition under Code Section 415(l)(1). Notwithstanding the foregoing, for
 Limitation Years beginning prior to January 1, 1987, only that portion of
 Employee contributions equal to the lesser of Employee contributions in
 excess of six percent (6%) of 415 Compensation or one-half of Employee
 contributions shall be considered an Annual Addition.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | For
 this purpose, any Excess Amount applied under Section 4.5 in the Limitation
 Year to reduce Employer contributions shall be considered Annual Additions
 for such Limitation Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (2) Defined
 Benefit Fraction means a fraction, the numerator of which is the sum of the
 Participants Projected Annual Benefits under all the defined benefit plans
 (whether or not terminated) maintained by the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

(C) 2001
Markley Actuarial Services, Inc.

23

---



DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Employer,
 and the denominator of which is the lesser of one hundred twenty-five percent
 (125%) of the dollar limitation determined for the Limitation Year under Code
 Sections 415(b)(1)(A) as adjusted by Code Section 415(d) or one hundred forty
 percent (140%) of the Highest Average Compensation including any
 adjustments under Code Section 415(b).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Notwithstanding
 the above, if the Participant was a Participant as of the first day of the
 first Limitation Year beginning after December 31, 1986, in one or more
 defined benefit plans maintained by the Employer which were in existence on
 May 6, 1986, the denominator of this fraction will not be less than one
 hundred twenty-five percent (125%) of the sum of the annual benefits under
 such plans which the Participant had accrued as of the end of the close of the
 last Limitation Year beginning before January 1, 1987, disregarding any
 changes in the terms and conditions of the plan after May 5, 1986. The
 preceding sentence applies only if the defined benefit plans individually and
 in the aggregate satisfied the requirements of Code Section 415 for all
 Limitation Years beginning before January 1, 1987.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Notwithstanding
 the foregoing, for any Top Heavy Plan Year, one hundred percent (100%) shall
 be substituted for one hundred twenty-five percent (125%) unless the extra
 top heavy minimum allocation or benefit is being made pursuant to the
 Employers specification in the Adoption Agreement. However, for any Plan
 Year in which this Plan is a Super Top Heavy Plan, one hundred percent (100%)
 shall always be substituted for one hundred twenty-five percent (125%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (3) Defined
 Contribution Dollar Limitation means $30,000 as adjusted under Code Section
 415(d).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (4) Defined
 Contribution Fraction means a fraction, the numerator of which is the sum of
 the Annual Additions to the Participants accounts 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 voluntary employee
 contributions to any defined benefit plans, whether or not terminated,
 maintained by the Employer and the Annual Additions attributable to all
 welfare benefit funds (as defined in Code Section 419(e)), individual medical
 accounts (as defined in Code Section 415(l)(2)), and simplified employee
 pensions (as defined in Code Section 408(k)) 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 in which the Employee had 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 one hundred twenty-five percent (125%) of the dollar
 limitation determined under Code Section 415(c)(1)(A) as adjusted by Code
 Section 415(d) or thirty-five percent (35%) of the Participants 415
 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
 5, 1986, the numerator of this fraction will be adjusted if the sum of this fraction
 and the Defined Benefit Fraction would otherwise exceed 1.0 under the terms
 of this Plan. Under the adjustment, an amount equal to the product of (1) the
 excess of the sum of the fractions over 1.0 times (2) the denominator of this
 fraction, will be permanently subtracted from the numerator of this fraction.
 The adjustment is calculated using the fractions as they would be computed as
 of the end of the last Limitation Year beginning before January 1, 1987, and
 disregarding any changes in the terms and conditions of the plan made after
 May 5, 1986, but using the Code Section 415 limitation applicable to the
 first Limitation Year beginning on or after January 1, 1987.                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | For
 Limitation Years beginning prior to January 1, 1987, the Annual Additions
 shall not be recomputed to treat all Employee contributions as Annual
 Additions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Notwithstanding
 the foregoing, for any Top Heavy Plan Year, one hundred percent (100%) shall
 be substituted for one hundred twenty-five percent (125%) unless the extra
 top heavy minimum allocation or benefit is being made pursuant to the
 Employers specification in the Adoption Agreement. However, for any Plan
 Year in which this Plan is a Super Top Heavy Plan, one hundred percent (100%)
 shall always be substituted for one hundred twenty-five percent (125%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (5)
 Employer means the Employer that adopts this Plan and all Affiliated
 Employers, except that for purposes of this Section, the determination of
 whether an entity is an Affiliated Employer shall be made by applying Code
 Section 415(h).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (6) Excess
 Amount means the excess of the Participants Annual Additions for the
 Limitation Year over the Maximum Permissible Amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (7) Highest
 Average Compensation means the average Compensation for the three (3)
 consecutive Years of Service with the Employer while a Participant in the
 Plan that produces the highest average. A Year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

(C) 2001
Markley Actuarial Services, Inc.

24

---



DEFINED CONTRIBUTION PLAN

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                      | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        | of Service
 with the Employer is the twelve (12) consecutive month period ending on the
 last day of the Limitation Year.                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        | (8) Master
 or Prototype Plan means a plan the form of which is the subject of a
 favorable opinion letter from the Internal Revenue Service.                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        | (9) Maximum
 Permissible Amount means the maximum Annual Addition that may be contributed
 or allocated to a Participants accounts under the Plan for any Limitation
 Year, which shall not exceed the lesser of:                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               | (i) the
 Defined Contribution Dollar Limitation, or                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               | (ii)
 twenty-five percent (25%) of the Participants 415 Compensation for the
 Limitation Year.                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               | The
 Compensation Limitation referred to in (ii) shall not apply to any
 contribution for medical benefits (within the meaning of Code Sections 401(h)
 or 419A(f)(2)) which is otherwise treated as an Annual Addition.                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               | If
 a short Limitation Year is created because of an amendment changing the
 Limitation Year to a different twelve (12) consecutive month period, the
 Maximum Permissible Amount will not exceed the Defined Contribution Dollar
 Limitation multiplied by a fraction, the numerator of which is the number of
 months in the short Limitation Year and the denominator of which is twelve (12).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        | (10)
 Projected Annual Benefit means 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:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               | (i) the
 Participant will continue employment until Normal Retirement Age (or current
 age, if later), and                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                      | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               | (ii) the
 Participants 415 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.                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        | For purposes
 of this subsection, straight life annuity means an annuity that is payable
 in equal installments for the life of the Participant that terminates upon
 the Participants death.                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (g)
 Notwithstanding anything contained in this Section to the contrary, the
 limitations, adjustments and other requirements prescribed in this Section
 shall at all times comply with the provisions of Code Section 415 and the
 Regulations thereunder.                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                       
|4.5
 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Allocation
 of Annual Additions (as defined in Section 4.4) to a Participants Combined
 Account for a Limitation Year generally will cease once the limits of Section
 4.4 have been reached for such Limitation Year. However, if as a result of
 the allocation of Forfeitures, a reasonable error in estimating a
 Participants annual 415 Compensation, a reasonable error in determining the
 amount of elective deferrals (within the meaning of Code Section 402(g)(3))
 that may be made with respect to any Participant under the limits of Section
 4.4, or other facts and circumstances to which Regulation 1.415-6(b)(6) shall
 be applicable, the Annual Additions under this Plan would cause the maximum
 provided in Section 4.4 to be exceeded, the Excess Amount will be disposed
 of in one of the following manners, as uniformly determined by the Plan Administrator
 for all Participants similarly situated:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (a)
 Any after-tax voluntary Employee contributions (plus attributable gains), to
 the extent they would reduce the Excess Amount, will be distributed to the
 Participant;                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (b)
 If, after the application of subparagraph (a), an Excess Amount still
 exists, any unmatched Elective Deferrals (and for Limitation Years beginning
 after December 31, 1995, any gains attributable to such Elective Deferrals),
 to the extent they would reduce the Excess Amount, will be distributed to the
 Participant;                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (c)
 To the extent necessary, matched Elective Deferrals and Employer matching
 contributions will be proportionately reduced from the Participants Account.
 The Elective Deferrals (and for Limitation Years beginning after December 31,
 1995, any gains attributable to such Elective Deferrals) will be distributed
 to the Participant and the

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Markley Actuarial Services, Inc.

25

---



DEFINED CONTRIBUTION PLAN

|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               | Employer
 matching contributions (and for Limitation Years beginning after December 31,
 1995, any gains attributable to such matching contributions) will be used to
 reduce the Employers contributions in the next Limitation Year;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|               | (d)
 If, after the application of subparagraphs (a), (b) and (c), an Excess
 Amount still exists, and the Participant is covered by the Plan at the end
 of the Limitation Year, the Excess Amount in the Participants Account will
 be used to reduce Employer contributions (including any allocation of
 Forfeitures) for such Participant in the next Limitation Year, and each
 succeeding Limitation Year if necessary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|               | (e)
 If, after the application of subparagraphs (a), (b) and (c), an Excess
 Amount still exists, and the Participant is not covered by the Plan at the
 end of a Limitation Year, the Excess Amount will be held unallocated in a
 suspense account. The suspense account will be applied to reduce future
 Employer contributions (including allocation of any Forfeitures) for all remaining
 Participants in the next Limitation Year, and each succeeding Limitation Year
 if necessary; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|               | (f)
 If a suspense account is in existence at any time during a Limitation Year
 pursuant to this Section, no investment gains and losses shall be allocated
 to such suspense account. If a suspense account is in existence at any time
 during a particular Limitation Year, all amounts in the suspense account must
 be allocated and reallocated to Participants Accounts before any Employer
 contributions or any Employee contributions may be made to the Plan for that
 Limitation Year. Except as provided in (a), (b) and (c) above, Excess
 Amounts may not be distributed to Participants or Former Participants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.6
 ROLLOVERS
|              
|               | (a)
 If elected in the Adoption Agreement and with the consent of the
 Administrator, the Plan may accept a rollover, provided the rollover will
 not jeopardize the tax-exempt status of the Plan or create adverse tax
 consequences for the Employer. The amounts rolled over shall be set up in a
 separate account herein referred to as a Participants Rollover Account.
 Such account shall be fully Vested at all times and shall not be subject to
 forfeiture for any reason. For purposes of this Section, the term Participant
 shall include any Eligible Employee who is not yet a Participant, if,
 pursuant to the Adoption Agreement, rollovers are permitted to be accepted
 from Eligible Employees. In addition, for purposes of this Section the term
 Participant shall also include former Employees if the Employer and
 Administrator consent to accept rollovers of distributions made to former
 Employees from any plan of the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|               | (b)
 Amounts in a Participants Rollover Account shall be held by the Trustee
 pursuant to the provisions of this Plan and may not be withdrawn by, or
 distributed to the Participant, in whole or in part, except as elected in the
 Adoption Agreement and subsection (c) below. The Trustee shall have no duty
 or responsibility to inquire as to the propriety of the amount, value or type
 of assets transferred, nor to conduct any due diligence with respect to such
 assets; provided, however, that such assets are otherwise eligible to be held
 by the Trustee under the terms of this Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|               | (c)
 At Normal Retirement Date, or such other date when the Participant or
 Eligible Employee or such Participants or Eligible Employees Beneficiary
 shall be entitled to receive benefits, the Participants Rollover Account
 shall be used to provide additional benefits to the Participant or the
 Participants Beneficiary. Any distribution of amounts held in a
 Participants Rollover Account shall be made in a manner which is consistent
 with and satisfies the provisions of Sections 6.5 and 6.6, including, but not
 limited to, all notice and consent requirements of Code Sections 411(a)(11)
 and 417 and the Regulations thereunder. Furthermore, such amounts shall be
 considered to be part of a Participants benefit in determining whether an
 involuntary cash-out of benefits may be made without Participant consent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|               | (d)
 The Administrator may direct that rollovers made after a Valuation Date be
 segregated into a separate account for each Participant until such time as
 the allocations pursuant to this Plan have been made, at which time they may
 remain segregated, invested as part of the general Trust Fund or, if elected
 in the Adoption Agreement, directed by the Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|               | (e)
 For purposes of this Section, the term qualified plan shall mean any tax qualified
 plan under Code Section 401(a), or any other plans from which distributions
 are eligible to be rolled over into this Plan pursuant to the Code. The term
 rollover means: (i) amounts transferred to this Plan in a direct rollover
 made pursuant to Code Section 401(a)(31) from another qualified plan; (ii)
 distributions received by an Employee from other qualified plans which are
 eligible for tax-free rollover to a qualified plan and which are
 transferred by the Employee to this Plan within sixty (60) days following
 receipt thereof; (iii) amounts transferred to this Plan from a conduit
 individual retirement account provided that the conduit individual retirement
 account has no assets other than assets which (A) were previously distributed
 to the Employee by another qualified plan (B) were eligible for tax-free
 rollover to a qualified plan and (C) were deposited in such conduit
 individual retirement account within sixty (60) days of receipt thereof; (iv)
 amounts distributed to the Employee from a conduit individual retirement
 account meeting the requirements of clause (iii) above, and transferred by
 the Employee to this Plan within sixty (60) days of receipt thereof from such
 conduit individual retirement account; and (v) any other amounts which are
 eligible to be rolled over to this Plan pursuant to the Code.

(C) 2001
Markley Actuarial Services, Inc.

26

---



DEFINED CONTRIBUTION PLAN

|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                 | (f)
 Prior to accepting any rollovers to which this Section applies, the
 Administrator may require the Employee to establish (by providing opinion of
 counsel or otherwise) that the amounts to be rolled over to this Plan meet
 the requirements of this Section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.7
 PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                 | (a)
 With the consent of the Administrator, amounts may be transferred (within the
 meaning of Code Section 414(l)) to this Plan from other tax qualified plans
 under Code Section 401(a), provided the plan from which such funds are
 transferred permits the transfer to be made and the transfer will not
 jeopardize the tax-exempt status of the Plan or Trust or create adverse tax
 consequences for the Employer. Prior to accepting any transfers to which this
 Section applies, the Administrator may require an opinion of counsel that the
 amounts to be transferred meet the requirements of this Section. The amounts
 transferred shall be set up in a separate account herein referred to as a
 Participants Transfer Account. Furthermore, for Vesting purposes, the
 Participants Transfer Account shall be treated as a separate Participants
 Account.
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                 | (b)
 Amounts in a Participants Transfer Account shall be held by the Trustee
 pursuant to the provisions of this Plan and may not be withdrawn by, or
 distributed to the Participant, in whole or in part, except as elected in the
 Adoption Agreement and subsection (d) below, provided the restrictions of
 subsection (c) below and Section 6.15 are satisfied. The Trustee shall have
 no duty or responsibility to inquire as to the propriety of the amount, value
 or type of assets transferred, nor to conduct any due diligence with respect
 to such assets; provided, however, that such assets are otherwise eligible to
 be held by the Trustee under the terms of this Plan.                                                                                                                                                                                      
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                 | (c)
 Except as permitted by Regulations (including Regulation 1.411(d)-4), amounts
 attributable to elective contributions (as defined in Regulation
 1.401(k)-1(g)(3)), including amounts treated as elective contributions, which
 are transferred from another qualified plan in a plan-to-plan transfer (other
 than a direct rollover) shall be subject to the distribution limitations
 provided for in Regulation 1.401(k)-1(d).                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                 | (d)
 At Normal Retirement Date, or such other date when the Participant or the
 Participants Beneficiary shall be entitled to receive benefits, the
 Participants Transfer Account shall be used to provide additional benefits
 to the Participant or the Participants Beneficiary. Any distribution of
 amounts held in a Participants Transfer Account shall be made in a manner
 which is consistent with and satisfies the provisions of Sections 6.5 and
 6.6, including, but not limited to, all notice and consent requirements of
 Code Sections 411(a)(11) and 417 and the Regulations thereunder. Furthermore,
 such amounts shall be considered to be part of a Participants benefit in
 determining whether an involuntary cash-out of benefits may be made without
 Participant consent.                                                                          
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                 | (e)
 The Administrator may direct that Employee transfers made after a Valuation
 Date be segregated into a separate account for each Participant until such
 time as the allocations pursuant to this Plan have been made, at which time
 they may remain segregated, invested as part of the general Trust Fund or, if
 elected in the Adoption Agreement, directed by the Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                 | (f)
 Notwithstanding anything herein to the contrary, a transfer directly to this
 Plan from another qualified plan (or a transaction having the effect of such
 a transfer) shall only be permitted if it will not result in the elimination
 or reduction of any Section 411(d)(6) protected benefit as described in
 Section 8.1(e).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.8
 VOLUNTARY EMPLOYEE CONTRIBUTIONS           
|                                                
|                                                 | (a)
 Except as provided in subsection 4.8(b) below, this Plan will not accept
 after-tax voluntary Employee contributions. If this is an amendment to a Plan
 that had previously allowed after-tax voluntary Employee contributions, then
 this Plan will not accept after-tax voluntary Employee contributions for Plan
 Years beginning after the Plan Year in which this Plan is adopted by the
 Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                 | (b)
 For 401(k) Plans, if elected in the Adoption Agreement, each Participant who
 is eligible to make Elective Deferrals may, in accordance with
 nondiscriminatory procedures established by the Administrator, elect to make
 after-tax voluntary Employee contributions to this Plan. Such contributions
 must generally be paid to the Trustee within a reasonable period of time
 after being received by the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                 | (c)
 The balance in each Participants Voluntary Contribution Account shall be
 fully Vested at all times and shall not be subject to Forfeiture for any
 reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                 | (d)
 A Participant may elect at any time to withdraw after-tax voluntary Employee
 contributions from such Participants Voluntary Contribution Account and the
 actual earnings thereon in a manner which is consistent with and satisfies
 the provisions of Section 6.5, including, but not limited to, all notice and
 consent requirements of Code Sections 411(a)(11) and 417 and the Regulations
 thereunder. If the Administrator maintains sub-accounts with respect to
 after-tax voluntary Employee contributions (and earnings thereon) which were
 made on or before a specified date, a                                                                                                                                                                                                                                                                                

(C) 2001
Markley Actuarial Services, Inc.

27

---



DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Participant
 shall be permitted to designate which sub-account shall be the source for the
 withdrawal. Forfeitures of Employer contributions shall not occur solely as a
 result of an Employees withdrawal of after-tax voluntary Employee
 contributions.                                                                                
| |                                                                                                                                                                                                                                                                                                                                              
| | In the event
 a Participant has received a hardship distribution pursuant to Regulation
 1.401(k)-1(d)(2)(iii)(B) from any plan maintained by the Employer, then the
 Participant shall be barred from making any after-tax voluntary Employee
 contributions for a period of twelve (12) months after receipt of the
 hardship distribution.
| |                                                                                                                                                                                                                                                                                                                                              
| | (e)
 At Normal Retirement Date, or such other date when the Participant or the
 Participants Beneficiary is entitled to receive benefits, the Participants
 Voluntary Contribution Account shall be used to provide additional benefits
 to the Participant or the Participants Beneficiary.                                              
| |                                                                                                                                                                                                                                                                                                                                              
| | (f)
 To the extent a Participant has previously made mandatory Employee
 contributions under prior provisions of this Plan, such contributions will be
 treated as after-tax voluntary Employee contributions.                                                                                                                               

4.9 QUALIFIED
VOLUNTARY EMPLOYEE CONTRIBUTIONS

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 If this is an amendment to a Plan that previously permitted deductible
 voluntary Employee contributions, then each Participant who made Qualified
 Voluntary Employee Contributions within the meaning of Code Section
 219(e)(2) as it existed prior to the enactment of the Tax Reform Act of 1986,
 shall have such contributions held in a separate Qualified Voluntary Employee
 Contribution Account which shall be fully Vested at all times. Such
 contributions, however, shall not be permitted for taxable years beginning
 after December 31, 1986.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b)
 A Participant may, upon written request delivered to the Administrator, make
 withdrawals from such Participants Qualified Voluntary Employee Contribution
 Account. Any distribution shall be made in a manner which is consistent with
 and satisfies the provisions of Section 6.5, including, but not limited to,
 all notice and consent requirements of Code Sections 411(a)(11) and 417 and
 the Regulations thereunder.                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c)
 At Normal Retirement Date, or such other date when the Participant or the
 Participants Beneficiary is entitled to receive benefits, the Qualified
 Voluntary Employee Contribution Account shall be used to provide additional
 benefits to the Participant or the Participants Beneficiary.                                                                                                                                                                                                                                                                   

4.10 DIRECTED
INVESTMENT ACCOUNT

|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           | (a)
 If elected in the Adoption Agreement, all Participants may direct the Trustee
 as to the investment of all or a portion of their individual account balances
 as set forth in the Adoption Agreement and within limits set by the Employer.
 Participants may direct the Trustee, in writing (or in such other form which
 is acceptable to the Trustee), to invest their accounts in specific assets,
 specific funds or other investments permitted under the Plan and the
 Participant Direction Procedures. That portion of the account of any
 Participant that is subject to investment direction of such Participant will
 be considered a Participant Directed Account.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                
|                                           | (b)
 The Administrator will establish a Participant Direction Procedure, to be
 applied in a uniform and nondiscriminatory manner, setting forth the
 permissible investment options under this Section, how often changes between
 investments may be made, and any other limitations and provisions that the
 Administrator may impose on a Participants right to direct investments.                                                                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                
|                                           | (c)
 The Administrator may, in its discretion, include or exclude by amendment or
 other action from the Participant Direction Procedures such instructions,
 guidelines or policies as it deems necessary or appropriate to ensure proper
 administration of the Plan, and may interpret the same accordingly.                                                                                                                                                                                                                                                                                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                
|                                           | (d)
 As of each Valuation Date, all Participant Directed Accounts shall be charged
 or credited with the net earnings, gains, losses and expenses as well as any
 appreciation or depreciation in the market value using publicly listed fair
 market values when available or appropriate as follows:                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (1) to the
 extent the assets in a Participant Directed Account are accounted for as
 pooled assets or investments, the allocation of earnings, gains and losses of
 each Participants Account shall be based upon the total amount of funds so
 invested in a manner proportionate to the Participants share of such pooled
 investment; and
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (2) to the
 extent the assets in a Participant Directed Account are accounted for as
 segregated assets, the allocation of earnings, gains on and losses from such
 assets shall be made on a separate and distinct basis.                                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                
|                                           | (e)
 Investment directions will be processed as soon as administratively
 practicable after proper investment directions are received from the
 Participant. No guarantee is made by the Plan, Employer, Administrator or
 Trustee that investment directions will be processed on a daily basis, and no
 guarantee is made in any respect regarding                                                                                                                                                                                                                                                                                                                                
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                
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DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the
 processing time of an investment direction. Notwithstanding any other
 provision of the Plan, the Employer, Administrator or Trustee reserves the
 right to not value an investment option on any given Valuation Date for any
 reason deemed appropriate by the Employer, Administrator or Trustee.
 Furthermore, the processing of any investment transaction may be delayed for
 any legitimate business reason (including, but not limited to, failure of
 systems or computer programs, failure of the means of the transmission of
 data, force majeure, the failure of a service provider to timely receive
 values or prices, and correction for errors or omissions or the errors or
 omissions of any service provider). The processing date of a transaction will
 be binding for all purposes of the Plan and considered the applicable
 Valuation Date for an investment transaction.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (f)
 If the Employer has elected in the Adoption Agreement that it intends to
 operate any portion of this Plan as an Act Section 404(c) plan, the
 Participant Direction Procedures should provide an explanation of the
 circumstances under which Participants and their Beneficiaries may give
 investment instructions, including but not limited to, the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) the
 conveyance of instructions by the Participants and their Beneficiaries to
 invest Participant Directed Accounts in a Directed Investment Option;                                                                                                                                   
| |                                                                                                                                                                                                                                                                                             
| | (2) the
 name, address and phone number of the Fiduciary (and, if applicable, the
 person or persons designated by the Fiduciary to act on its behalf)
 responsible for providing information to the Participant or a Beneficiary
 upon request relating to the Directed Investment Options;
| |                                                                                                                                                                                                                                                                                             
| | (3)
 applicable restrictions on transfers to and from any Designated Investment
 Alternative;                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                             
| | (4) any
 restrictions on the exercise of voting, tender and similar rights related to
 a Directed Investment Option by the Participants or their Beneficiaries;                                                                                                                             
| |                                                                                                                                                                                                                                                                                             
| | (5) a
 description of any transaction fees and expenses which affect the balances in
 Participant Directed Accounts in connection with the purchase or sale of a
 Directed Investment Option; and                                                                                           
| |                                                                                                                                                                                                                                                                                             
| | (6) general
 procedures for the dissemination of investment and other information relating
 to the Designated Investment Alternatives as deemed necessary or appropriate,
 including but not limited to a description of the following:                                                     

| |                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the
 investment vehicles available under the Plan, including specific information
 regarding any Designated Investment Alternative;         
| |                                                                                                                                                 
| | (ii) any
 designated Investment Managers; and                                                                                                   
| |                                                                                                                                                 
| | (iii) a
 description of the additional information that may be obtained upon request
 from the Fiduciary designated to provide such information.

|                                           |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           | (g)
 With respect to those assets in a Participants Directed Account, the
 Participant or Beneficiary shall direct the Trustee with regard to any
 voting, tender and similar rights associated with the ownership of such
 assets (hereinafter referred to as the Stock Rights) as follows based on
 the election made in the Adoption Agreement:
|                                           |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                       | (1) each
 Participant or Beneficiary shall direct the Trustee to vote or otherwise
 exercise such Stock Rights in accordance with the provisions, conditions and
 terms of any such Stock Rights;                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                       | (2) such
 directions shall be provided to the Trustee by the Participant or Beneficiary
 in accordance with the procedure as established by the Administrator and the
 Trustee shall vote or otherwise exercise such Stock Rights with respect to
 which it has received directions to do so under this Section; and                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                       | (3) to the
 extent to which a Participant or Beneficiary does not instruct the Trustee to
 vote or otherwise exercise such Stock Rights, such Participants or
 Beneficiaries shall be deemed to have directed the Trustee that such Stock
 Rights remain nonvoted and unexercised.                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                       | (h) Any
 information regarding investments available under the Plan, to the extent not
 required to be described in the Participant Direction Procedures, may be
 provided to Participants in one or more documents (or in any other form,
 including, but not limited to, electronic media) which are separate from the
 Participant Direction Procedures and are not thereby incorporated by
 reference into this Plan.
|                                           |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                          
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DEFINED CONTRIBUTION PLAN

4.11
INTEGRATION IN MORE THAN ONE PLAN

If the Employer maintains qualified retirement plans that provide for permitted
disparity (integration), the provisions of Section 4.3(b)(4) will apply.
Furthermore, if the Employer maintains two or more standardized paired plans,
only one plan may provide for permitted disparity.

4.12 QUALIFIED
MILITARY SERVICE

Notwithstanding any provisions of this Plan to the contrary, effective as of
the later of December 12, 1994, or the Effective Date of the Plan,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Code Section 414(u). Furthermore,
loan repayments may be suspended under this Plan as permitted under Code
Section 414(u)(4).

ARTICLE V
VALUATIONS

5.1 VALUATION
OF THE TRUST FUND

The
Administrator shall direct the Trustee, as of each Valuation Date, to determine
the net worth of the assets comprising the Trust Fund as it exists on the
Valuation Date. In determining such net worth, the Trustee shall value the
assets comprising the Trust Fund at their fair market value (or their
contractual value in the case of a Contract or Policy) as of the Valuation Date
and may deduct all expenses for which the Trustee has not yet been paid by the
Employer or the Trust Fund. The Trustee may update the value of any shares held
in a Participant Directed Account by reference to the number of shares held on
behalf of the Participant, priced at the market value as of the Valuation Date.

5.2 METHOD OF
VALUATION

In
determining the fair market value of securities held in the Trust Fund which
are listed on a registered stock exchange, the Administrator shall direct the
Trustee to value the same at the prices they were last traded on such exchange
preceding the close of business on the Valuation Date. If such securities were
not traded on the Valuation Date, or if the exchange on which they are traded
was not open for business on the Valuation Date, then the securities shall be
valued at the prices at which they were last traded prior to the Valuation
Date. Any unlisted security held in the Trust Fund shall be valued at its bid
price next preceding the close of business on the Valuation Date, which bid
price shall be obtained from a registered broker or an investment banker. In
determining the fair market value of assets other than securities for which
trading or bid prices can be obtained, the Trustee may appraise such assets
itself, or in its discretion, employ one or more appraisers for that purpose
and rely on the values established by such appraiser or appraisers.

ARTICLE VI DETERMINATION AND DISTRIBUTION OF
BENEFITS

6.1
DETERMINATION OF BENEFITS UPON RETIREMENT

Every
Participant may terminate employment with the Employer and retire for purposes
hereof on the Participants Normal Retirement Date or Early Retirement Date.
However, a Participant may postpone the termination of employment with the
Employer to a later date, in which event the participation of such Participant
in the Plan, including the right to receive allocations pursuant to Section
4.3, shall continue until such Participants Retirement Date. Upon a
Participants Retirement Date, or if elected in the Adoption Agreement, the
attainment of Normal Retirement Date without termination of employment with the
Employer, or as soon thereafter as is practicable, the Administrator shall
direct the distribution, at the election of the Participant, of the
Participants entire Vested interest in the Plan in accordance with Section
6.5.

6.2
DETERMINATION OF BENEFITS UPON DEATH

|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           | (a)
 Upon the death of a Participant before the Participants Retirement Date or
 other termination of employment, all amounts credited to such Participants
 Combined Account shall, if elected in the Adoption Agreement, become fully
 Vested. The Administrator shall direct, in accordance with the provisions of
 Sections 6.6 and 6.7, the distribution of the deceased Participants Vested
 accounts to the Participants Beneficiary.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           | (b)
 Upon the death of a Former Participant, the Administrator shall direct, in
 accordance with the provisions of Sections 6.6 and 6.7, the distribution of
 any remaining Vested amounts credited to the accounts of such deceased Former
 Participant to such Former Participants Beneficiary.                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           | (c)
 The Administrator may require such proper proof of death and such evidence of
 the right of any person to receive payment of the value of the account of a
 deceased Participant or Former Participant as the Administrator may deem
 desirable. The Administrators determination of death and of the right of any
 person to receive payment shall be conclusive.                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d)
 Unless otherwise elected in the manner prescribed in Section 6.6, the
 Beneficiary of the Pre-Retirement Survivor Annuity shall be the Participants
 surviving spouse. Except, however, the Participant may designate a
 Beneficiary other than the spouse for the Pre-Retirement Survivor Annuity if:                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (1) the
 Participant and the Participants spouse have validly waived the
 Pre-Retirement Survivor Annuity in the manner prescribed in Section 6.6, and
 the spouse has waived the right to be the Participants Beneficiary,                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (2) the
 Participant is legally separated or has been abandoned (within the meaning of
 local law) and the Participant has a court order to such effect (and there is
 no qualified domestic relations order as defined in Code Section 414(p)
 which provides otherwise),
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (3) the
 Participant has no spouse, or                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (4) the
 spouse cannot be located.                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                             
| | In
 such event, the designation of a Beneficiary shall be made on a form
 satisfactory to the Administrator. A Participant may at any time revoke a
 designation of a Beneficiary or change a Beneficiary by filing written (or in
 such other form as permitted by the IRS) notice of such revocation or change
 with the Administrator. However, the Participants spouse must again consent
 in writing (or in such other form as permitted by the IRS) to any change in
 Beneficiary unless the original consent acknowledged that the spouse had the
 right to limit consent only to a specific Beneficiary and that the spouse
 voluntarily elected to relinquish such right.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                             
| | (e)
 A Participant may, at any time, designate a Beneficiary for death benefits,
 if any, payable under the Plan that are in excess of the Pre-Retirement
 Survivor Annuity without the waiver or consent of the Participants spouse.
 In the event no valid designation of Beneficiary exists, or if the
 Beneficiary is not alive at the time of the Participants death, the death
 benefit will be paid in the following order of priority, unless the Employer
 specifies a different order of priority in an addendum to the Adoption
 Agreement, to:                                                                                                                       

| |                                                                         
| | ------------------------------------------------------------------------
| | (1) The
 Participants surviving spouse;                                
| |                                                                         
| | (2) The
 Participants children, including adopted children, per stirpes
| |                                                                         
| | (3) The
 Participants surviving parents, in equal shares; or           
| |                                                                         
| | (4) The
 Participants estate.                                          

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If the
 Beneficiary does not predecease the Participant, but dies prior to
 distribution of the death benefit, the death benefit will be paid to the
 Beneficiarys estate.                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f)
 Notwithstanding anything in this Section to the contrary, if a Participant
 has designated the spouse as a Beneficiary, then a divorce decree or a legal
 separation that relates to such spouse shall revoke the Participants
 designation of the spouse as a Beneficiary unless the decree or a qualified
 domestic relations order (within the meaning of Code Section 414(p)) provides
 otherwise or a subsequent Beneficiary designation is made.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g)
 If the Plan provides an insured death benefit and a Participant dies before
 any insurance coverage to which the Participant is entitled under the Plan is
 effected, the death benefit from such insurance coverage shall be limited to
 the premium which was or otherwise would have been used for such purpose.                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h)
 In the event of any conflict between the terms of this Plan and the terms of
 any Contract issued hereunder, the Plan provisions shall control.                                                                                                                                                                                                                                                                                                        

6.3
DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

In
the event of a Participants Total and Permanent Disability prior to the
Participants Retirement Date or other termination of employment, all amounts
credited to such Participants Combined Account shall, if elected in the
Adoption Agreement, become fully Vested. In the event of a Participants Total
and Permanent Disability, the Administrator, in accordance with the provisions
of Sections 6.5 and 6.7, shall direct the distribution to such Participant of
the entire Vested interest in the Plan.

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DEFINED CONTRIBUTION PLAN

6.4
DETERMINATION OF BENEFITS UPON TERMINATION

|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           | (a)
 If a Participants employment with the Employer is terminated for any reason
 other than death, Total and Permanent Disability, or retirement, then such
 Participant shall be entitled to such benefits as are provided herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           | Distribution
 of the funds due to a Terminated Participant shall be made on the occurrence
 of an event which would result in the distribution had the Terminated
 Participant remained in the employ of the Employer (upon the Participants
 death, Total and Permanent Disability, Early or Normal Retirement). However,
 at the election of the Participant, the Administrator shall direct that the
 entire Vested portion of the Terminated Participants Combined Account be
 payable to such Terminated Participant provided the conditions, if any, set
 forth in the Adoption Agreement have been satisfied. Any distribution under
 this paragraph shall be made in a manner which is consistent with and
 satisfies the provisions of Section 6.5, including but not limited to, all
 notice and consent requirements of Code Sections 411(a)(11) and 417 and the
 Regulations thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           | Regardless
 of whether distributions in kind are permitted, in the event the amount of
 the Vested portion of the Terminated Participants Combined Account equals or
 exceeds the fair market value of any insurance Contracts, the Trustee, when
 so directed by the Administrator and agreed to by the Terminated Participant,
 shall assign, transfer, and set over to such Terminated Participant all
 Contracts on such Terminated Participants life in such form or with such
 endorsements, so that the settlement options and forms of payment are
 consistent with the provisions of Section 6.5. In the event that the
 Terminated Participants Vested portion does not at least equal the fair
 market value of the Contracts, if any, the Terminated Participant may pay
 over to the Trustee the sum needed to make the distribution equal to the
 value of the Contracts being assigned or transferred, or the Trustee,
 pursuant to the Participants election, may borrow the cash value of the
 Contracts from the Insurer so that the value of the Contracts is equal to the
 Vested portion of the Terminated Participants Combined Account and then
 assign the Contracts to the Terminated Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           | Notwithstanding
 the above, unless otherwise elected in the Adoption Agreement, if the value
 of a Terminated Participants Vested benefit derived from Employer and
 Employee contributions does not exceed $5,000 (or, $3,500 for distributions
 made prior to the later of the first day of the first Plan Year beginning on
 or after August 5, 1997, or the date specified in the Adoption Agreement) the
 Administrator shall direct that the entire Vested benefit be paid to such
 Participant in a single lump-sum without regard to the consent of the
 Participant or the Participants spouse. A Participants Vested benefit shall
 not include Qualified Voluntary Employee Contributions within the meaning of
 Code Section 72(o)(5)(B) for Plan Years beginning prior to January 1, 1989.
 Furthermore, the determination of whether the $5,000 (or, if applicable,
 $3,500) threshold has been exceeded is generally based on the value of the
 Vested benefit as of the Valuation Date preceding the date of the
 distribution. However, if the lookback rule applies, the applicable
 threshold is deemed to be exceeded if the Vested benefit exceeded the
 applicable threshold at the time of any prior distribution. The lookback
 rule generally applies to all distributions made prior to March 22, 1999.
 With respect to distributions made on or after March 22, 1999, the lookback
 rule applies if either (1) the provisions of Section 6.12 do not apply or
 (2) a Participant has begun to receive distributions pursuant to an optional
 form of benefit under which at least one scheduled periodic distribution has
 not yet been made, and if the value of the Participants benefit, determined
 at the time of the first distribution under that optional form of benefit
 exceeded the applicable threshold. However, the Plan does not fail to satisfy
 the requirements of this paragraph if, prior to the adoption of this
 Prototype Plan, the lookback rule was applied to all distributions.
 Notwithstanding the preceding, the lookback rule will not apply to any
 distributions made on or after October 17, 2000.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           | (b)
 The Vested portion of any Participants Account shall be a percentage of such
 Participants Account determined on the basis of the Participants number of
 Years of Service (or Periods of Service if the Elapsed Time Method is
 elected) according to the vesting schedule specified in the Adoption
 Agreement. However, a Participants entire interest in the Plan shall be
 non-forfeitable upon the Participants Normal Retirement Age (if the
 Participant is employed by the Employer on or after such date).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           | (c)
 For any Top Heavy Plan Year, the minimum top heavy vesting schedule elected
 by the Employer in the Adoption Agreement will automatically apply to the
 Plan. The minimum top heavy vesting schedule applies to all benefits within
 the meaning of Code Section 411(a)(7) except those attributable to Employee
 contributions, including benefits accrued before the effective date of Code
 Section 416 and benefits accrued before the Plan became top heavy. Further,
 no decrease in a Participants Vested percentage shall occur in the event the
 Plans status as top heavy changes for any Plan Year. However, this Section
 does not apply to the account balances of any Employee who does not have an
 Hour of Service after the Plan has initially become top heavy and the Vested
 percentage of such Employees Participants Account shall be determined
 without regard to this Section 6.4(c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           | If
 in any subsequent Plan Year the Plan ceases to be a Top Heavy Plan, then
 unless a specific Plan amendment is made to provide otherwise, the
 Administrator will continue to use the vesting schedule in effect while the
 Plan was a Top Heavy Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                            
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------
| | (d)
 Upon the complete discontinuance of the Employers contributions to the Plan
 (if this is a profit sharing plan) or upon any full or partial termination of
 the Plan, all amounts then credited to the account of any affected
 Participant shall become 100% Vested and shall not thereafter be subject to
 Forfeiture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                            
| | (e)
 If this is an amended or restated Plan, then notwithstanding the vesting
 schedule specified in the Adoption Agreement, the Vested percentage of a
 Participants Account shall not be less than the Vested percentage attained
 as of the later of the effective date or adoption date of this amendment and
 restatement. The computation of a Participants nonforfeitable percentage of
 such Participants interest in the Plan shall not be reduced as the result of
 any direct or indirect amendment to this Article, or due to changes in the Plans
 status as a Top Heavy Plan. Furthermore, if the Plans vesting schedule is
 amended, then the amended schedule will only apply to those Participants who
 complete an Hour of Service after the effective date of the amendment.                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                            
| | (f)
 If the Plans vesting schedule is amended, or if 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 a top heavy vesting schedule, then each Participant with at least
 three (3) Years of Service (or Periods of Service if the Elapsed Time Method
 is elected) as of the expiration date of the election period may elect to
 have such Participants nonforfeitable percentage computed under the Plan
 without regard to such amendment or change. If a Participant fails to make
 such election, then such Participant shall be subject to the new vesting
 schedule. The Participants election period shall commence on the adoption
 date of the amendment and shall end sixty (60) days after the latest of:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (1) the
 adoption date of the amendment,                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (2) the
 effective date of the amendment, or                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (3) the date
 the Participant receives written notice of the amendment from the Employer or
 Administrator.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                            
| | (g)
 In determining Years of Service or Periods of Service for purposes of vesting
 under the Plan, Years of Service or Periods of Service shall be excluded as
 elected in the Adoption Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

6.5
DISTRIBUTION OF BENEFITS

|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           | (a)(1)
 Unless otherwise elected as provided below, a Participant who is married on
 the Annuity Starting Date and who does not die before the Annuity Starting
 Date shall receive the value of all Plan benefits in the form of a Joint and
 Survivor Annuity. The Joint and Survivor Annuity is an annuity that commences
 immediately and shall be equal in value to a single life annuity. Such joint
 and survivor benefits following the Participants death shall continue to the
 spouse during the spouses lifetime at a rate equal to either fifty percent
 (50%), seventy-five percent (75%) (or, sixty-six and two-thirds percent (66
 2/3%) if the Insurer used to provide the annuity does not offer a joint and
 seventy-five percent (75%) annuity), or one hundred percent (100%) of the
 rate at which such benefits were payable to the Participant. Unless otherwise
 elected in the Adoption Agreement, a joint and fifty percent (50%) survivor
 annuity shall be considered the designated qualified Joint and Survivor
 Annuity and the normal form of payment for the purposes of this Plan.
 However, the Participant may, without spousal consent, elect an alternative
 Joint and Survivor Annuity, which alternative shall be equal in value to the
 designated qualified Joint and Survivor Annuity. An unmarried Participant
 shall receive the value of such Participants benefit in the form of a life
 annuity. Such unmarried Participant, however, may elect to waive the life
 annuity. The election must comply with the provisions of this Section as if
 it were an election to waive the Joint and Survivor Annuity by a married
 Participant, but without fulfilling the spousal consent requirement. The
 Participant may elect to have any annuity provided for in this Section
 distributed upon the attainment of the earliest retirement age under the
 Plan. The earliest retirement age is the earliest date on which, under the
 Plan, the Participant could elect to receive retirement benefits.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (2) Any
 election to waive the Joint and Survivor Annuity must be made by the Participant
 in writing (or in such other form as permitted by the IRS) during the
 election period and be consented to in writing (or in such other form as
 permitted by the IRS) by the Participants spouse. If the spouse is legally
 incompetent to give consent, the spouses legal guardian, even if such
 guardian is the Participant, may give consent. Such election shall designate
 a Beneficiary (or a form of benefits) that may not be changed without spousal
 consent (unless the consent of the spouse expressly permits designations by
 the Participant without the requirement of further consent by the spouse).
 Such spouses consent shall be irrevocable and must acknowledge the effect of
 such election and be witnessed by a Plan representative or a notary public.
 Such consent shall not be required if it is established to the satisfaction
 of the Administrator that the required consent cannot be obtained because
 there is no spouse, the spouse cannot be located, or other circumstances that
 may be prescribed by Regulations. The election made by the Participant and
 consented to by such Participants spouse may be revoked by the Participant
 in writing (or in such other form as permitted by the IRS) without the
 consent of the spouse at any time during the election period. A revocation of
 a prior election shall cause the Participants benefits to be distributed as
 a Joint and Survivor Annuity. The number of revocations shall not be limited.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(C) 2001
 Markley Actuarial Services, Inc.

33

---



DEFINED CONTRIBUTION PLAN

|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Any new election
 must comply with the requirements of this paragraph. A former spouses waiver
 shall not be binding on a new spouse.                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (3) The
 election period to waive the Joint and Survivor Annuity shall be the ninety
 (90) day period ending on the Annuity Starting Date.                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (4) For
 purposes of this Section, spouse or surviving spouse means the spouse or
 surviving spouse of the Participant, provided that a former spouse will be
 treated as the spouse or surviving spouse and a current spouse will not be
 treated as the spouse or surviving spouse to the extent provided under a
 qualified domestic relations order as described in Code Section 414(p).                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (5) With
 regard to the election, except as otherwise provided herein, the
 Administrator shall provide to the Participant no less than thirty (30) days
 and no more than ninety (90) days before the Annuity Starting Date a written
 (or such other form as permitted by the IRS) explanation of:                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (i) the
 terms and conditions of the Joint and Survivor Annuity,                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (ii) the
 Participants right to make and the effect of an election to waive the Joint
 and Survivor Annuity,                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (iii) the
 right of the Participants spouse to consent to any election to waive the
 Joint and Survivor Annuity, and                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (iv) the right
 of the Participant to revoke such election, and the effect of such
 revocation.                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (6) Any
 distribution provided for in this Section made on or after December 31, 1996,
 may commence less than thirty (30) days after the notice required by Code Section
 417(a)(3) is given provided the following requirements are satisfied:                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (i) the
 Administrator clearly informs the Participant that the Participant has a
 right to a period of thirty (30) days after receiving the notice to consider
 whether to waive the Joint and Survivor Annuity and to elect (with spousal
 consent) a form of distribution other than a Joint and Survivor Annuity;                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (ii) the
 Participant is permitted to revoke any affirmative distribution election at
 least until the Annuity Starting Date or, if later, at any time prior to the
 expiration of the seven (7) day period that begins the day after the
 explanation of the Joint and Survivor Annuity is provided to the Participant;                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (iii) the
 Annuity Starting Date is after the time that the explanation of the Joint and
 Survivor Annuity is provided to the Participant. However, the Annuity
 Starting Date may be before the date that any affirmative distribution
 election is made by the Participant and before the date that the distribution
 is permitted to commence under (iv) below; and
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (iv)
 distribution in accordance with the affirmative election does not commence
 before the expiration of the seven (7) day period that begins the day after
 the explanation of the Joint and Survivor Annuity is provided to the
 Participant.                                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           | (b)
 In the event a married Participant duly elects pursuant to paragraph (a)(2)
 above not to receive the benefit in the form of a Joint and Survivor Annuity,
 or if such Participant is not married, in the form of a life annuity, the
 Administrator, pursuant to the election of the Participant, shall direct the
 distribution to a Participant or Beneficiary any amount to which the
 Participant or Beneficiary is entitled under the Plan in one or more of the following
 methods which are permitted pursuant to the Adoption Agreement:
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (1) One
 lump-sum payment in cash or in property that is allocated to the accounts of
 the Participant at the time of the distribution;                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (2) Partial
 withdrawals;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (3) Payments
 over a period certain in monthly, quarterly, semiannual, or annual cash
 installments. In order to provide such installment payments, the
 Administrator may (A) segregate the aggregate amount thereof in a separate,
 federally insured savings account, certificate of deposit in a bank or
 savings and loan association, money market certificate or other liquid
 short-term security or (B) purchase a nontransferable annuity contract for a
 term certain (with no life contingencies) providing for such payment. The
 period over
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                       
|(C) 2001
 Markley Actuarial Services, Inc.

34

---



DEFINED CONTRIBUTION PLAN

|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | which such
 payment is to be made shall not extend beyond the Participants life
 expectancy (or the life expectancy of the Participant and the Participants
 designated Beneficiary);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (4) Purchase
 of or providing an annuity. However, such annuity may not be in any form that
 will provide for payments over a period extending beyond either the life of
 the Participant (or the lives of the Participant and the Participants
 designated Beneficiary) or the life expectancy of the Participant (or the
 life expectancy of the Participant and the Participants designated
 Beneficiary).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|                                           | (c)
 Benefits may not be paid without the Participants and the Participants
 spouses consent if the present value of the Participants Joint and Survivor
 Annuity derived from Employer and Employee contributions exceeds, or has ever
 exceeded, $5,000 (or $3,500, for distributions made prior to the later of the
 first day of the first Plan Year beginning after August 5, 1997, or the date
 specified in the Adoption Agreement) and the benefit is immediately
 distributable. However, spousal consent is not required if the distribution
 will made in the form a Qualified Joint and Survivor Annuity and the benefit
 is immediately distributable. A benefit is immediately distributable if
 any part of the benefit could be distributed to the Participant (or surviving
 spouse) before the Participant attains (or would have attained if not
 deceased) the later of the Participants Normal Retirement Age or age 62.                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|                                           | If
 the value of the Participants benefit derived from Employer and Employee
 contributions does not exceed, and has never exceeded at the time of any
 prior distribution, $5,000 (or, if applicable, $3,500), then the
 Administrator will distribute such benefit in a lump-sum without such
 Participants consent. No distribution may be made under the preceding
 sentence after the Annuity Starting Date unless the Participant and the
 Participants spouse consent in writing (or in such other form as permitted
 by the IRS) to such distribution. Any consent required under this paragraph
 must be obtained not more than ninety (90) days before commencement of the
 distribution and shall be made in a manner consistent with Section 6.5(a)(2).
 Notwithstanding the preceding, the lookback rule (which provides that if
 the present value at the time of a prior distribution exceeded the applicable
 dollar threshold, then the present value at any subsequent time is deemed to
 exceed the threshold) will not apply to any distributions made on or after
 October 17, 2000.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|                                           | (d)
 The following rules will apply with respect to the consent requirements set
 forth in subsection (c):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (1) No
 consent shall be valid unless the Participant has received a general
 description of the material features and an explanation of the relative
 values of the optional forms of benefit available under the Plan that would
 satisfy the notice requirements of Code Section 417;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (2) The
 Participant must be informed of the right to defer receipt of the
 distribution. If a Participant fails to consent, it shall be deemed an
 election to defer the commencement of payment of any benefit. However, any
 election to defer the receipt of benefits shall not apply with respect to
 distributions that are required under Section 6.5(e);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (3) Notice
 of the rights specified under this paragraph shall be provided no less than
 thirty (30) days and no more than ninety (90) days before the Annuity
 Starting Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (4) Written
 (or such other form as permitted by the IRS) consent of the Participant to
 the distribution must not be made before the Participant receives the notice
 and must not be made more than ninety (90) days before the Annuity Starting
 Date; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (5) No
 consent shall be valid if a significant detriment is imposed under the Plan
 on any Participant who does not consent to the distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|                                           | (e)
 Notwithstanding any provision in the Plan to the contrary, for Plan Years
 beginning after December 31, 1996, the distribution of a Participants
 benefits, whether under the Plan or through the purchase of an annuity
 Contract, shall be made in accordance with the following requirements and shall
 otherwise comply with Code Section 401(a)(9) and the Regulations thereunder
 (including Regulation 1.401(a)(9)-2):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (1) A
 Participants benefits will be distributed or must begin to be distributed
 not later than the Participants required beginning date. Alternatively,
 distributions to a Participant must begin no later than the Participants
 required beginning date and must be made over the life of the Participant
 (or the lives of the Participant and the Participants designated
 Beneficiary) or the life expectancy of the Participant (or the life
 expectancies of the Participant and the Participants designated Beneficiary)
 in accordance with Regulations. However, if the distribution is to be in the
 form of a joint and survivor annuity or single life annuity, then
 distributions must begin no later than the required beginning date and must
 be made over the life of the Participant (or the lives of the Participant and
 the Participants designated Beneficiary) in accordance with Regulations.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|(C) 2001
 Markley Actuarial Services, Inc.

35

---



DEFINED CONTRIBUTION PLAN

|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|                                           |  | (2) The
 required beginning date for a Participant who is a five percent (5%)
 owner with respect to the Plan Year ending in the calendar year in which
 such Participant attains age 70 1/2 means April 1st of the calendar year
 following the calendar year in which the Participant attains age 70 1/2. Once
 distributions have begun to a five percent (5%) owner under this
 subsection, they must continue to be distributed, even if the Participant
 ceases to be a five percent (5%) owner in a subsequent year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |  | (3) The
 required beginning date for a Participant other than a five percent (5%)
 owner means, unless the Employer has elected to continue the pre-SBJPA rules
 in the Adoption Agreement, April 1st of the calendar year following the later
 of the calendar year in which the Participant attains age 70 1/2 or the
 calendar year in which the Participant retires.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |  | (4) If the
 election is made to continue the pre-SBJPA rules, then except as provided
 below, the required beginning date is April 1st of the calendar year
 following the calendar year in which a Participant attains age 70 1/2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (i) However,
 the required beginning date for a Participant who had attained age 70 1/2
 before January 1, 1988, and was not a five percent (5%) owner (within the
 meaning of Code Section 416) at any time during the Plan Year ending with or
 within the calendar year in which the Participant attained age 66 1/2 or any
 subsequent Plan Year, is April 1st of the calendar year following the
 calendar in which the Participant retires.                                                                                                                                                                                                                            
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (ii)
 Notwithstanding (i) above, the required beginning date for a Participant
 who was a five percent (5%) owner (within the meaning of Code Section 416) at
 any time during the five (5) Plan Year period ending in the calendar year in
 which the Participant attained age 70 1/2 is April 1st of the calendar year
 in which the Participant attained age 70 1/2. In the case of a Participant
 who became a five percent (5%) owner during any Plan Year after the calendar
 year in which the Participant attained age 70 1/2, the required beginning
 date is April 1st of the calendar year following the calendar year in which
 such subsequent Plan Year ends.
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           |  | (5) If this
 is an amendment or restatement of a plan that contained the pre-SBJPA rules
 and an election is made to use the post-SBJPA rules, then the transition
 rules elected in the Adoption Agreement will apply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |  | (6) Except
 as otherwise provided herein, five percent (5%) owner means, for purposes
 of this Section, a Participant who is a five percent (5%) owner as defined in
 Code Section 416 at any time during the Plan Year ending with or within the
 calendar year in which such owner attains age 70 1/2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |  | (7)
 Distributions to a Participant and such Participants Beneficiaries will only
 be made in accordance with the incidental death benefit requirements of Code
 Section 401(a)(9)(G) and the Regulations thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |  | (8) For
 purposes of this Section, the life expectancy of a Participant and/or a
 Participants spouse (other than in the case of a life annuity) shall or
 shall not be redetermined annually as elected in the Adoption Agreement and
 in accordance with Regulations. If the Participant or the Participants
 spouse may elect, pursuant to the Adoption Agreement, to have life
 expectancies recalculated, then the election, once made shall be irrevocable.
 If no election is made by the time distributions must commence, then the life
 expectancy of the Participant and the Participants spouse shall not be subject
 to recalculation. Life expectancy and joint and last survivor life expectancy
 shall be computed using the return multiples in Tables V and VI of Regulation
 Section 1.72-9.                                                                                                                                                                                  
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |  | (9) With
 respect to distributions under the Plan made for calendar years beginning on
 or after January 1, 2001, or if later, the date specified in the Adoption
 Agreement, the Plan will apply the minimum distribution requirements of Code
 Section 401(a)(9) in accordance with the Regulations under section 401(a)(9)
 that were proposed on January 17, 2001, notwithstanding any provision of the
 Plan to the contrary. This amendment shall continue in effect until the end
 of the last calendar year beginning before the effective date of final
 Regulations under section 401(a)(9) or such other date as may be specified in
 guidance published by the Internal Revenue Service.                                                                                                                                                                                                                                                                                                
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |  | However, if
 the date specified in the Adoption Agreement is a date in 2001 other than
 January 1, 2001, then with respect to distributions under the Plan made on or
 after such date for calendar years beginning on or after January 1, 2001, the
 Plan will apply the minimum distribution requirements of Code Section
 401(a)(9) in accordance with the Regulations under section 401(a)(9) that
 were proposed on January 17, 2001, notwithstanding any provision of the Plan
 to the contrary. If the total amount of required minimum distributions made
 to a participant for 2001 prior to the specified date are equal to or greater
 than the amount of required minimum distributions determined under the 2001
 Proposed Regulations, then no additional distributions are required for such
 participant for 2001 on or after such date. If the total amount of required
 minimum distributions made to a participant for 2001 prior to the specified
 date are less than the amount
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(C) 2001
 Markley Actuarial Services, Inc.

36

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DEFINED CONTRIBUTION PLAN

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|------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | determined
 under the 2001 Proposed Regulations, then the amount of required minimum
 distributions for 2001 on or after such date will be determined so that the
 total amount of required minimum distributions for 2001 is the amount
 determined under the 2001 Proposed Regulations. This amendment shall continue
 in effect until the end of the last calendar year beginning before the
 effective date of final Regulations under section 401(a)(9) or such other
 date as may be specified in guidance published by the Internal Revenue
 Service.
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|                                           | (f)
 All annuity Contracts under this Plan shall be non-transferable when
 distributed. Furthermore, the terms of any annuity Contract purchased and
 distributed to a Participant or spouse shall comply with all of the
 requirements of this Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           | (g)
 Subject to the spouses right of consent afforded under the Plan, the
 restrictions imposed by this Section shall not apply if a Participant has,
 prior to January 1, 1984, made a written designation to have retirement
 benefits paid in an alternative method acceptable under Code Section 401(a)
 as in effect prior to the enactment of the Tax Equity and Fiscal Responsibility
 Act of 1982 (TEFRA).                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           | (h)
 If a distribution is made to a Participant who has not severed employment and
 who is not fully Vested in the Participants Account, and the Participant may
 increase the Vested percentage in such account, then at any relevant time the
 Participants Vested portion of the account will be equal to an amount (X)
 determined by the formula:                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|X equals P (AB plus D) - D                
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           | For
 purposes of applying the formula: P is the Vested percentage at the relevant
 time, AB is the account balance at the relevant time, D is the amount of
 distribution, and the relevant time is the time at which, under the Plan, the
 Vested percentage in the account cannot increase.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           | However,
 the Employer may attach an addendum to the Adoption Agreement to provide that
 a separate account shall be established for the Participants interest in the
 Plan as of the time of the distribution, and at any relevant time the
 Participants Vested portion of the separate account will be equal to an
 amount determined as follows: P (AB plus (R x D)) - (R x D) where R is the
 ratio of the account balance at the relevant time to the account balance
 after distribution and the other terms have the same meaning as in the preceding
 paragraph. Any amendment to change the formula in accordance with the
 preceding sentence shall not be considered an amendment which causes this
 Plan to become an individually designed Plan.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           | (i)
 If this is a Plan amendment that eliminates or restricts the ability of a
 Participant to receive payment of the Participants interest in the Plan
 under a particular optional form of benefit, then the amendment shall not
 apply to any distribution with an annuity starting date earlier than the earlier
 of: (i) the 90th day after the date the Participant receiving the
 distribution has been furnished a summary that reflects the amendment and
 that satisfies the Act requirements at 29 CFR 2520.104b-3 relating to a
 summary of material modifications or (ii) the first day of the second Plan
 Year following the Plan Year in which the amendment is adopted.                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6.6
 DISTRIBUTION OF BENEFITS UPON DEATH  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           | (a)
 Unless otherwise elected as provided below, a Vested Participant who dies
 before the Annuity Starting Date and who has a surviving spouse shall have
 the Pre-Retirement Survivor Annuity paid to the surviving spouse. The
 Participants spouse may direct that payment of the Pre-Retirement Survivor
 Annuity commence within a reasonable period after the Participants death. If
 the spouse does not so direct, payment of such benefit will commence at the
 time the Participant would have attained the later of Normal Retirement Age
 or age 62. However, the spouse may elect a later commencement date. Any distribution
 to the Participants spouse shall be subject to the rules specified in
 Section 6.6(h).                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           | (b)
 Any election to waive the Pre-Retirement Survivor Annuity before the
 Participants death must be made by the Participant in writing (or in such
 other form as permitted by the IRS) during the election period and shall
 require the spouses irrevocable consent in the same manner provided for in
 Section 6.5(a)(2). Further, the spouses consent must acknowledge the
 specific nonspouse Beneficiary. Notwithstanding the foregoing, the nonspouse
 Beneficiary need not be acknowledged, provided the consent of the spouse
 acknowledges that the spouse has the right to limit consent only to a
 specific Beneficiary and that the spouse voluntarily elects to relinquish
 such right.                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           | (c)
 The election period to waive the Pre-Retirement Survivor Annuity shall begin
 on the first day of the Plan Year in which the Participant attains age 35 and
 end on the date of the Participants death. An earlier waiver (with spousal
 consent) may be made provided a written (or such other form as permitted by
 the IRS) explanation of the Pre-Retirement Survivor Annuity is given to the
 Participant and such waiver becomes invalid at the beginning of the Plan Year
 in which the Participant turns age 35. In the event a Participant separates
 from service prior to the beginning of the election period, the election
 period shall begin on the date of such separation from service.                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(C) 2001
 Markley Actuarial Services, Inc.

37

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DEFINED CONTRIBUTION PLAN

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|                                           | (d)
 With regard to the election, the Administrator shall provide each Participant
 within the applicable election period, with respect to such Participant (and
 consistent with Regulations), a written (or such other form as permitted by
 the IRS) explanation of the Pre-Retirement Survivor Annuity containing
 comparable information to that required pursuant to Section 6.5(a)(5). For
 the purposes of this paragraph, the term applicable period means, with
 respect to a Participant, whichever of the following periods ends last:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (1) The
 period beginning with the first day of the Plan Year in which the Participant
 attains age 32 and ending with the close of the Plan Year preceding the Plan
 Year in which the Participant attains age 35;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (2) A
 reasonable period after the individual becomes a Participant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (3) A
 reasonable period ending after the Plan no longer fully subsidizes the cost
 of the Pre-Retirement Survivor Annuity with respect to the Participant; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (4) A
 reasonable period ending after Code Section 401(a)(11) applies to the
 Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           | For
 purposes of applying this subsection, a reasonable period ending after the
 enumerated events described in (2), (3) and (4) is the end of the two (2) year
 period beginning one (1) year prior to the date the applicable event occurs,
 and ending one (1) year after that date. In the case of a Participant who
 separates from service before the Plan Year in which age 35 is attained,
 notice shall be provided within the two (2) year period beginning one (1)
 year prior to separation and ending one (1) year after separation. If such a
 Participant thereafter returns to employment with the Employer, the
 applicable period for such Participant shall be redetermined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           | (e)
 The Pre-Retirement Survivor Annuity provided for in this Section shall apply
 only to Participants who are credited with an Hour of Service on or after
 August 23, 1984. Former Participants who are not credited with an Hour of
 Service on or after August 23, 1984, shall be provided with rights to the
 Pre-Retirement Survivor Annuity in accordance with Section 303(e)(2) of the
 Retirement Equity Act of 1984.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           | (f)
 If the value of the Pre-Retirement Survivor Annuity derived from Employer and
 Employee contributions does not exceed, and has never exceeded at the time of
 any prior distribution, $5,000 (or, $3,500 for distributions made prior to
 the later of the first day of the first Plan Year beginning after August 5,
 1997, or the date specified in the Adoption Agreement) the Administrator
 shall direct the distribution of such amount to the Participants spouse as
 soon as practicable. No distribution may be made under the preceding sentence
 after the Annuity Starting Date unless the spouse consents in writing (or in
 such other form as permitted by the IRS). If the value exceeds, or has ever
 exceeded at the time of any prior distribution, $5,000 (or, if applicable,
 $3,500), an immediate distribution of the entire amount may be made to the surviving
 spouse, provided such surviving spouse consents in writing (or in such other
 form as permitted by the IRS) to such distribution. Any consent required
 under this paragraph must be obtained not more than ninety (90) days before
 commencement of the distribution and shall be made in a manner consistent
 with Section 6.5(a)(2). Notwithstanding the preceding, the lookback rule
 (which provides that if the present value at the time of a prior distribution
 exceeded the applicable dollar threshold, then the present value at any
 subsequent time is deemed to exceed the threshold) will not apply to any
 distributions made on or after October 17, 2000.
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|                                           | (g)
 Death benefits may be paid to a Participants Beneficiary in one of the
 following optional forms of benefits subject to the rules specified in
 Section 6.6(h) and the elections made in the Adoption Agreement. Such
 optional forms of distributions may be elected by the Participant in the
 event there is an election to waive the Pre-Retirement Survivor Annuity, and
 for any death benefits in excess of the Pre-Retirement Survivor Annuity.
 However, if no optional form of distribution was elected by the Participant
 prior to death, then the Participants Beneficiary may elect the form of
 distribution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (1) One
 lump-sum payment in cash or in property that is allocated to the accounts of
 the Participant at the time of the distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (2) Partial
 withdrawals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (3) Payment
 in monthly, quarterly, semi-annual, or annual cash installments over a period
 to be determined by the Participant or the Participants Beneficiary. In
 order to provide such installment payments, the Administrator may (A)
 segregate the aggregate amount thereof in a separate, federally insured
 savings account, certificate of deposit in a bank or savings and loan
 association, money market certificate or other liquid short-term security or
 (B) purchase a nontransferable annuity contract for a term certain (with no
 life contingencies) providing for such payment. After periodic installments
 commence, the Beneficiary shall have the right to reduce the period over
 which such periodic installments shall be made, and the cash amount of such
 periodic installments shall be adjusted accordingly.
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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (4) In the
 form of an annuity over the life expectancy of the Beneficiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(C) 2001
 Markley Actuarial Services, Inc.

38

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DEFINED CONTRIBUTION PLAN

|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (5) If death
 benefits in excess of the Pre-Retirement Survivor Annuity are to be paid to
 the surviving spouse, such benefits may be paid pursuant to (1), (2) or (3)
 above, or used to purchase an annuity so as to increase the payments made
 pursuant to the Pre-Retirement Survivor Annuity.                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           | (h)
 Notwithstanding any provision in the Plan to the contrary, distributions upon
 the death of a Participant shall be made in accordance with the following
 requirements and shall otherwise comply with Code Section 401(a)(9) and the
 Regulations thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (1) If it is
 determined, pursuant to Regulations, that the distribution of a Participants
 interest has begun and the Participant dies before the entire interest has
 been distributed, the remaining portion of such interest shall be distributed
 at least as rapidly as under the method of distribution elected pursuant to
 Section 6.5 as of the date of death.                                                                                                                                                
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (2) If a
 Participant dies before receiving any distributions of the interest in the
 Plan or before distributions are deemed to have begun pursuant to
 Regulations, then the death benefit shall be distributed to the Participants
 Beneficiaries in accordance with the following rules subject to the elections
 made in the Adoption Agreement and subsections 6.6(h)(3) and 6.6(i) below:                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (i) The
 entire death benefit shall be distributed to the Participants Beneficiaries
 by December 31st of the calendar year in which the fifth anniversary of the
 Participants death occurs;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (ii) The
 5-year distribution requirement of (i) above shall not apply to any portion
 of the deceased Participants interest which is payable to or for the benefit
 of a designated Beneficiary. In such event, such portion shall be distributed
 over the life of such designated Beneficiary (or over a period not extending
 beyond the life expectancy of such designated Beneficiary) provided such
 distribution begins not later than December 31st of the calendar year
 immediately following the calendar year in which the Participant died (or
 such later date as may be prescribed by Regulations);                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (iii)
 However, in the event the Participants spouse (determined as of the date of
 the Participants death) is the designated Beneficiary, the provisions of
 (ii) above shall apply except that the requirement that distributions
 commence within one year of the Participants death shall not apply. In lieu
 thereof, distributions must commence on or before the later of: (1) December
 31st of the calendar year immediately following the calendar year in which
 the Participant died; or (2) December 31st of the calendar year in which the
 Participant would have attained age 70 1/2. If the surviving spouse dies
 before distributions to such spouse begin, then the 5-year distribution
 requirement of this Section shall apply as if the spouse was the Participant.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (3)
 Notwithstanding subparagraph (2) above, or any elections made in the Adoption
 Agreement, if a Participants death benefits are to be paid in the form of a
 Pre-Retirement Survivor Annuity, then distributions to the Participants
 surviving spouse must commence on or before the later of: (1) December 31st
 of the calendar year immediately following the calendar year in which the
 Participant died; or (2) December 31st of the calendar year in which the
 Participant would have attained age 70 1/2.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           | (i)
 For purposes of Section 6.6(h)(2), the election by a designated Beneficiary
 to be excepted from the 5-year distribution requirement (if permitted in the
 Adoption Agreement) must be made no later than December 31st of the calendar
 year following the calendar year of the Participants death. Except, however,
 with respect to a designated Beneficiary who is the Participants surviving
 spouse, the election must be made by the earlier of: (1) December 31st of the
 calendar year immediately following the calendar year in which the
 Participant died or, if later, December 31st of the calendar year in which
 the Participant would have attained age 70 1/2; or (2) December 31st of the
 calendar year which contains the fifth anniversary of the date of the
 Participants death. An election by a designated Beneficiary must be in
 writing (or in such other form as permitted by the IRS) and shall be
 irrevocable as of the last day of the election period stated herein. In the
 absence of an election by the Participant or a designated Beneficiary, the
 5-year distribution requirement shall apply.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           | (j)
 For purposes of this Section, the life expectancy of a Participant and a
 Participants spouse (other than in the case of a life annuity) shall or
 shall not be redetermined annually as elected in the Adoption Agreement and
 in accordance with Regulations. If the Participant may elect, pursuant to the
 Adoption Agreement, to have life expectancies recalculated, then the
 election, once made shall be irrevocable. If no election is made by the time
 distributions must commence, then the life expectancy of the Participant and
 the Participants spouse shall not be subject to recalculation. Life
 expectancy and joint and last survivor life expectancy shall be computed
 using the return multiples in Tables V and VI of Regulation Section 1.72-9.                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(C) 2001
 Markley Actuarial Services, Inc.

39

---



DEFINED CONTRIBUTION PLAN

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (k)
 For purposes of this Section, any amount paid to a child of the Participant
 will be treated as if it had been paid to the surviving spouse if the amount
 becomes payable to the surviving spouse when the child reaches the age of
 majority.                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (l)
 In the event that less than one hundred percent (100%) of a Participants
 interest in the Plan is distributed to such Participants spouse, the portion
 of the distribution attributable to the Participants Voluntary Contribution
 Account shall be in the same proportion that the Participants Voluntary
 Contribution Account bears to the Participants total interest in the Plan.            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (m)
 Subject to the spouses right of consent afforded under the Plan, the
 restrictions imposed by this Section shall not apply if a Participant has,
 prior to January 1, 1984, made a written designation to have death benefits
 paid in an alternative method acceptable under Code Section 401(a) as in
 effect prior to the enactment of the Tax Equity and Fiscal Responsibility Act
 of 1982 (TEFRA).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                               
|6.7 TIME OF
 DISTRIBUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Except
 as limited by Sections 6.5 and 6.6, whenever a distribution is to be made, or
 a series of payments are to commence, the distribution or series of payments
 may be made or begun on such date or as soon thereafter as is practicable.
 However, unless a Former Participant elects in writing to defer the receipt
 of benefits (such election may not result in a death benefit that is more
 than incidental), the payment of benefits shall begin not later than the
 sixtieth (60th) day after the close of the Plan Year in which the latest of
 the following events occurs: (a) the date on which the Participant attains the
 earlier of age 65 or the Normal Retirement Age specified herein; (b) the
 tenth (10th) anniversary of the year in which the Participant commenced
 participation in the Plan; or (c) the date the Participant terminates service
 with the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Notwithstanding
 the foregoing, the failure of a Participant and, if applicable, the
 Participants spouse, to consent to a distribution that is immediately
 distributable (within the meaning of Section 6.5(d)), shall be deemed to be
 an election to defer the commencement of payment of any benefit sufficient to
 satisfy this Section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.8
 DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                               
|In
 the event a distribution is to be made to a minor or incompetent Beneficiary,
 then the Administrator may direct that such distribution be paid to the legal
 guardian, or if none in the case of a minor Beneficiary, to a parent of such
 Beneficiary, or to the custodian for such Beneficiary under the Uniform Gift
 to Minors Act or Gift to Minors Act, if such is permitted by the laws of the
 state in which said Beneficiary resides. Such a payment to the legal
 guardian, custodian or parent of a minor or incompetent Beneficiary shall
 fully discharge the Trustee, Employer, and Plan from further liability on
 account thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.9 LOCATION
 OF PARTICIPANT OR BENEFICIARY UNKNOWN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|In
 the event that all, or any portion, of the distribution payable to a
 Participant or Beneficiary hereunder shall, at the later of the Participants
 attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason
 of the inability of the Administrator, after sending a registered letter,
 return receipt requested, to the last known address, and after further
 diligent effort, to ascertain the whereabouts of such Participant or
 Beneficiary, the amount so distributable shall be treated as a Forfeiture
 pursuant to the Plan. Notwithstanding the foregoing, if the value of a
 Participants Vested benefit derived from Employer and Employee contributions
 does not exceed $5,000, then the amount distributable may be treated as a
 Forfeiture at the time it is determined that the whereabouts of the
 Participant or the Participants Beneficiary can not be ascertained. In the
 event a Participant or Beneficiary is located subsequent to the Forfeiture,
 such benefit shall be restored, first from Forfeitures, if any, and then from
 an additional Employer contribution, if necessary. Upon Plan termination, the
 portion of the distributable amount that is an eligible rollover
 distribution as defined in Plan Section 6.14(b)(1) may be paid directly to
 an individual retirement account described in Code Section 408(a) or an
 individual retirement annuity described in Code Section 408(b). However,
 regardless of the preceding, a benefit that is lost by reason of escheat
 under applicable state law is not treated as a Forfeiture for purposes of
 this Section nor as an impermissible forfeiture under the Code.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.10
 IN-SERVICE DISTRIBUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|For
 Profit Sharing Plans and 401(k) Profit Sharing Plans, if elected in the
 Adoption Agreement, at such time as the conditions set forth in the Adoption
 Agreement have been satisfied, then the Administrator, at the election of a
 Participant who has not severed employment with the Employer, shall direct
 the distribution of up to the entire Vested amount then credited to the
 accounts as elected in the Adoption Agreement maintained on behalf of such
 Participant. In the event that the Administrator makes such a distribution,
 the Participant shall continue to be eligible to participate in the Plan on
 the same basis as any other Employee. Any distribution made pursuant to this
 Section shall be made in a manner consistent with Section 6.5, including, but
 not limited to, all notice and consent requirements of Code Sections
 411(a)(11) and 417 and the Regulations thereunder. Furthermore, if an
 in-service distribution is permitted from more than one account type, the
 Administrator may determine any ordering of a Participants in-service distribution
 from such accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(C) 2001
 Markley Actuarial Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

40

---



DEFINED CONTRIBUTION PLAN

|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                         
|--------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.11 ADVANCE
 DISTRIBUTION FOR HARDSHIP            
|                                                   
|                                                    | (a)
 For Profit Sharing Plans and 401(k) Plans (except to the extent Section 12.9
 applies), if elected in the Adoption Agreement, the Administrator, at the
 election of the Participant, shall direct the distribution to any Participant
 in any one Plan Year up to the lesser of 100% of the Vested interest of the
 Participants Combined Account valued as of the last Valuation Date or the
 amount necessary to satisfy the immediate and heavy financial need of the
 Participant. Any distribution made pursuant to this Section shall be deemed
 to be made as of the first day of the Plan Year or, if later, the Valuation
 Date immediately preceding the date of distribution, and the account from
 which the distribution is made shall be reduced accordingly. Withdrawal under
 this Section shall be authorized only if the distribution is for an immediate
 and heavy financial need. The Administrator will determine whether there is
 an immediate and heavy financial need based on the facts and circumstances.
 An immediate and heavy financial need includes, but is not limited to, a
 distribution for one of the following:
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (1) Medical
 expenses described in Code Section 213(d) incurred by the Participant, the
 Participants spouse, or any of the Participants dependents (as defined in
 Code Section 152) or necessary for these persons to obtain medical care as
 described in Code Section 213(d);     
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                         
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (2) Costs
 directly related to the purchase (excluding mortgage payments) of a principal
 residence for the Participant;                                                                                                                                                                
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                         
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (3) Funeral
 expenses for a member of the Participants family;                                                                                                                                                                                                                         
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                         
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (4) Payment
 of tuition, related educational fees, and room and board expenses, for the
 next twelve (12) months of post-secondary education for the Participant, the
 Participants spouse, children, or dependents (as defined in Code Section
 152); or                              
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                         
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (5) Payments
 necessary to prevent the eviction of the Participant from the Participants
 principal residence or foreclosure on the mortgage on that residence.                                                                                                                        
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                         
|                                                    | (b)
 If elected in the Adoption Agreement, no distribution shall be made pursuant
 to this Section from the Participants Account until such Account has become
 fully Vested. Furthermore, if a hardship distribution is permitted from more
 than one account type, the Administrator may determine any ordering of a
 Participants hardship distribution from such accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    | (c)
 Any distribution made pursuant to this Section shall be made in a manner
 which is consistent with and satisfies the provisions of Section 6.5,
 including, but not limited to, all notice and consent requirements of Code
 Sections 411(a)(11) and 417 and the Regulations thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.12 SPECIAL
 RULE FOR CERTAIN PROFIT SHARING PLANS
|                                                   
|                                                    | (a)
 The provisions of this Section apply to a Participant in a Profit Sharing
 Plan or 401(k) Profit Sharing Plan to the extent elected in the Adoption
 Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    | (b)
 If an election is made to not offer life annuities as a form of distribution,
 then a Participant shall be prohibited from electing benefits in the form of
 a life annuity and the Joint and Survivor Annuity provisions of Section 6.5
 shall not apply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    | (c)
 Notwithstanding anything in Sections 6.2 and 6.6 to the contrary, upon the
 death of a Participant, the automatic form of distribution will be a lump-sum
 rather than a Qualified Pre-Retirement Survivor Annuity. Furthermore, the Participants
 spouse will be the Beneficiary of the Participants entire Vested interest in
 the Plan unless an election is made to waive the spouse as Beneficiary. The
 other provisions in Section 6.2 shall be applied by treating the death
 benefit in this subsection as though it is a Qualified Pre-Retirement
 Survivor Annuity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    | (d)
 Except to the extent otherwise provided in this Section, the provisions of
 Sections 6.2, 6.5 and 6.6 regarding spousal consent shall be inoperative with
 respect to this Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    | (e)
 If a distribution is one to which Code Sections 401(a)(11) and 417 do not
 apply, such distribution may commence less than thirty (30) days after the
 notice required under Regulation 1.411(a)-11(c) is given, provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (1) the Plan
 Administrator clearly informs the Participant that the Participant has a
 right to a period of at least thirty (30) days after the notice to consider
 the decision of whether or not to elect a distribution (and, if applicable, a
 particular distribution option), and
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                         
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (2) the
 Participant, after receiving the notice, affirmatively elects a distribution.                                                                                                                                                                                                  
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                         
|(C) 2001
 Markley Actuarial Services, Inc.         

41

---



DEFINED CONTRIBUTION PLAN

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.13
 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|All
 rights and benefits, including elections, provided to a Participant in this
 Plan shall be subject to the rights afforded to any alternate payee under a
 qualified domestic relations order. Furthermore, a distribution to an
 alternate payee shall be permitted if such distribution is authorized by a
 qualified domestic relations order, even if the affected Participant has
 not reached the earliest retirement age under the Plan. For the purposes of
 this Section, alternate payee, qualified domestic relations order and
 earliest retirement age shall have the meanings set forth under Code
 Section 414(p).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.14 DIRECT
 ROLLOVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (a)
 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
 Administrator, to have any portion of an eligible rollover distribution
 that is equal to at least $500 paid directly to an eligible retirement plan
 specified by the distributee in a direct rollover.                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (b)
 For purposes of this Section, the following definitions shall apply:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (1) An
 eligible rollover distribution means any distribution described in Code
 Section 402(c)(4) and generally includes 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 (10)
 years or more; any distribution to the extent such distribution is required
 under Code Section 401(a)(9); the portion of any other distribution(s) that
 is not includible in gross income (determined without regard to the exclusion
 for net unrealized appreciation with respect to employer securities); for
 distributions made after December 31, 1998, any hardship distribution
 described in Code Section 401(k)(2)(B)(i)(IV); and any other distribution
 reasonably expected to total less than $200 during a year.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (2) An
 eligible retirement plan is an individual retirement account described in
 Code Section 408(a), an individual retirement annuity described in Code
 Section 408(b), an annuity plan described in Code Section 403(a), or a
 qualified plan described in Code Section 401(a), 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (3) 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 spouse or former spouse who is the alternate payee under a qualified
 domestic relations order, as defined in Code Section 414(p), are distributees
 with regard to the interest of the spouse or former spouse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (4) A
 direct rollover is a payment by the Plan to the eligible retirement plan
 specified by the distributee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.15
 TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (a)
 This Section shall be effective as of the following date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (1) for
 Plans not entitled to extended reliance as described in Revenue Ruling 94-76,
 the first day of the first Plan Year beginning on or after December 12, 1994,
 or if later, 90 days after December 12, 1994; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (2) for
 Plans entitled to extended reliance as described in Revenue Ruling 94-76, as
 of the first day of the first Plan Year following the Plan Year in which the
 extended reliance period applicable to the Plan ends. However, in the event
 of a transfer of assets to the Plan from a money purchase plan that occurs
 after the date of the most recent determination letter, the effective date of
 the amendment shall be the date immediately preceding the date of such
 transfer of assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (b)
 Notwithstanding any provision of this Plan to the contrary, to the extent
 that any optional form of benefit under this Plan permits a distribution
 prior to the Employees retirement, death, disability, or severance from
 employment, and prior to Plan termination, the optional form of benefit is
 not available with respect to benefits attributable to assets (including the
 post-transfer earnings thereon) and liabilities that are transferred, within
 the meaning of Code Section 414(l), to this Plan from a money purchase
 pension plan qualified under Code Section 401(a) (other than any portion of
 those assets and liabilities attributable to after-tax voluntary Employee
 contributions or to a direct or indirect rollover contribution).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(C) 2001
 Markley Actuarial Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

42

---



DEFINED CONTRIBUTION PLAN

|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.16
 ELECTIVE TRANSFERS OF BENEFITS TO OTHER PLANS
|                                                   
|                                                    | (a)
 If a voluntary, fully-informed election is made by a Participant, then if the
 conditions set forth herein are satisfied, a Participants entire benefit may
 be transferred between qualified plans (other than any direct rollover
 described in Q&A-3 of Regulation 1.401(a)(31)-1). As an alternative to
 the transfer, the Participant may elect to retain the Participants Section
 411(d)(6) protected benefits under the Plan (or, if the plan is terminating,
 to receive any optional form of benefit for which the Participant is eligible
 under the plan as required by Code Section 411(d)(6)). A transfer between
 qualified plans may only be made pursuant to this subsection if the following
 additional requirements are met:                     
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (i) The
 transfer occurs at a time at which the participants benefits are distributable.
 A Participants benefits are distributable on a particular date if, on that
 date, the Participant is eligible, under the terms of the Plan, to receive an
 immediate distribution of these benefits (e.g., in the form of an immediately
 commencing annuity) from that plan under provisions of the plan not
 inconsistent with Code Section 401(a);                                                                                                                                                                                             
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (ii) For
 transfers that occur on or after January 1, 2002, the transfer occurs at a
 time at which the Participant is not eligible to receive an immediate distribution
 of the participants entire nonforfeitable accrued benefit in a single-sum
 distribution that would consist entirely of an eligible rollover distribution
 within the meaning of Code Section 401(a)(31)(C);                                                                                                                                                                                                                                                        
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (iii) The
 participant is fully Vested in the transferred benefit in the transferee
 plan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (iv) In the
 case of a transfer from a defined contribution plan to a defined benefit
 plan, the defined benefit plan provides a minimum benefit, for each
 Participant whose benefits are transferred, equal to the benefit, expressed
 as an annuity payable at normal retirement age, that is derived solely on the
 basis of the amount transferred with respect to such Participant; and                                                                                                                                                                                                                                                 
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (v) The
 amount of the benefit transferred, together with the amount of any
 contemporaneous Code Section 401(a)(31) direct rollover to the transferee
 plan, equals the Participants entire nonforfeitable accrued benefit under
 the Plan.                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    | (b)
 If a voluntary, fully-informed election is made by a Participant, then if the
 conditions set forth herein are satisfied, a Participants entire benefit may
 be transferred between qualified defined contribution plans (other than any
 direct rollover described in Q&A-3 of Regulation 1.401(a)(31)-1). As an
 alternative to the transfer, the Participant may elect to retain the
 Participants Section 411(d)(6) protected benefits under the Plan (or, if
 the plan is terminating, to receive any optional form of benefit for which
 the Participant is eligible under the plan as required by Code Section
 411(d)(6)). A transfer between qualified plans may only be made pursuant to
 this subsection if the following additional requirements are met:
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (i) To the
 extent the benefits are transferred from a money purchase pension plan, the
 transferee plan must be a money purchase pension plan. To the extent the
 benefits being transferred are part of a qualified cash or deferred
 arrangement under Code Section 401(k), the benefits must be transferred to a
 qualified cash or deferred arrangement under Code Section 401(k). Benefits
 transferred from a profit-sharing plan other than from a qualified cash or
 deferred arrangement, or from a stock bonus plan other than an employee stock
 ownership plan, may be transferred to any type of defined contribution plan;
 and
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (ii) The
 transfer must be made either in connection with an asset or stock
 acquisition, merger, or other similar transaction involving a change in
 employer of the employees of a trade or business (i.e., an acquisition or
 disposition within the meaning of Regulation 1.410(b)-2(f)) or in connection
 with the Participants change in employment status to an employment status
 with respect to which the Participant is not entitled to additional
 allocations under the Plan.                                                                                                                                                   
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|ARTICLE VII
 TRUSTEE AND CUSTODIAN                 
|                                                   
|7.1 BASIC
 RESPONSIBILITIES OF THE TRUSTEE         
|                                                   
|                                                    | (a)
 The provisions of this Article, other than Section 7.6, shall not apply to
 this Plan if a separate trust agreement is being used as specified in the
 Adoption Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                    | (b)
 The Trustee is accountable to the Employer for the funds contributed to the
 Plan by the Employer, but the Trustee does not have any duty to see that the
 contributions received comply with the provisions of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(C) 2001
 Markley Actuarial Services, Inc.         

43

---



DEFINED CONTRIBUTION PLAN

|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                           | The Trustee
 is not obligated to collect any contributions from the Employer, nor is it
 under a duty to see that funds deposited with it are deposited in accordance
 with the provisions of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                           | (c)
 The Trustee will credit and distribute the Trust Fund as directed by the
 Administrator. The Trustee is not obligated to inquire as to whether any
 payee or distributee is entitled to any payment or whether the distribution
 is proper or within the terms of the Plan, or whether the manner of making
 any payment or distribution is proper. The Trustee is accountable only to the
 Administrator for any payment or distribution made by it in good faith on the
 order or direction of the Administrator.                                                                                                                                                                                                                                                                                                                                   
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                           | (d)
 In the event that the Trustee shall be directed by a Participant (pursuant to
 the Participant Direction Procedures if the Plan permits Participant directed
 investments), the Employer, or an Investment Manager or other agent appointed
 by the Employer with respect to the investment of any or all Plan assets, the
 Trustee shall have no liability with respect to the investment of such
 assets, but shall be responsible only to execute such investment instructions
 as so directed.                                                                                                                                                                                                                                                                                                                                                    
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (1) The
 Trustee shall be entitled to rely fully on the written (or other form
 acceptable to the Administrator and the Trustee, including but not limited
 to, voice recorded) instructions of a Participant (pursuant to the
 Participant Direction Procedures), the Employer, or any Fiduciary or
 nonfiduciary agent of the Employer, in the discharge of such duties, and
 shall not be liable for any loss or other liability resulting from such
 direction (or lack of direction) of the investment of any part of the Plan
 assets.
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (2) The Trustee
 may delegate the duty of executing such instructions to any nonfiduciary
 agent, which may be an affiliate of the Trustee or any Plan representative.                                                                                                                                                                                                                                                                                                                                                                      
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (3) The
 Trustee may refuse to comply with any direction from the Participant in the
 event the Trustee, in its sole and absolute discretion, deems such direction
 improper by virtue of applicable law. The Trustee shall not be responsible or
 liable for any loss or expense that may result from the Trustees refusal or
 failure to comply with any direction from the Participant.                                                                                                                                                 
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (4) Any
 costs and expenses related to compliance with the Participants directions
 shall be borne by the Participants Directed Account, unless paid by the
 Employer.                                                                                                                                                                                                                                                                                                                                                                    
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (5)
 Notwithstanding anything herein above to the contrary, the Trustee shall not
 invest any portion of a Participants Directed Account in collectibles
 within the meaning of Code Section 408(m).                                                                                                                                                                                                                                                                                                                                     
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                           | (e)
 The Trustee will maintain records of receipts and disbursements and furnish
 to the Employer and/or Administrator for each Plan Year a written annual
 report pursuant to Section 7.9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                           | (f)
 The Trustee may employ a bank or trust company pursuant to the terms of its
 usual and customary bank agency agreement, under which the duties of such
 bank or trust company shall be of a custodial, clerical and record-keeping
 nature.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                           | (g)
 The Trustee may employ and pay from the Trust Fund reasonable compensation to
 agents, attorneys, accountants and other persons to advise the Trustee as in
 its opinion may be necessary. The Trustee may delegate to any agent,
 attorney, accountant or other person selected by it any non-Trustee power or
 duty vested in it by the Plan, and the Trustee may act or refrain from acting
 on the advice or opinion of any such person.                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.2
 INVESTMENT POWERS AND DUTIES OF DISCRETIONARY TRUSTEE
|                                                          
|                                                           | (a)
 This Section applies if the Employer, in the Adoption Agreement or as
 otherwise agreed upon by the Employer and the Trustee, designates the Trustee
 to administer all or a portion of the trust as a discretionary Trustee. If so
 designated, then the Trustee has the discretion and authority to invest,
 manage, and control those Plan assets except, however, with respect to those
 assets which are subject to the investment direction of a Participant (if
 Participant directed investments are permitted), or an Investment Manager,
 the Administrator, or other agent appointed by the Employer. The exercise of
 any investment discretion hereunder shall be consistent with the funding
 policy and method determined by the Employer.                                                                                           
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                           | (b)
 The Trustee shall, except as otherwise provided in this Plan, invest and
 reinvest the Trust Fund to keep the Trust Fund invested without distinction
 between principal and income and in such securities or property, real or
 personal, wherever situated, as the Trustee shall deem advisable, including,
 but not limited to, common or preferred stocks, open-end or closed-end mutual
 funds, bonds and other evidences of indebtedness or ownership, and real
 estate or any interest therein. The Trustee shall at all times in making
 investments of the Trust Fund consider, among other factors, the short and
 long-term financial needs of the Plan on the basis of information furnished
 by the Employer. In making such investments, the Trustee shall not be
 restricted to securities or other property of the character expressly
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(C) 2001
 Markley Actuarial Services, Inc.                

44

---



DEFINED
CONTRIBUTION PLAN

|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           | authorized
 by the applicable law for trust investments; however, the Trustee shall give
 due regard to any limitations imposed by the Code or the Act so that at all
 times this Plan may qualify as a qualified Plan and Trust.                            
|                                          
|                                           | (c)
 The Trustee, in addition to all powers and authorities under common law,
 statutory authority, including the Act, and other provisions of this Plan,
 shall have the following powers and authorities to be exercised in the
 Trustees sole discretion:
|                                           |                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                               | (1) To
 purchase, or subscribe for, any securities or other property and to retain
 the same. In conjunction with the purchase of securities, margin accounts may
 be opened and maintained;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                               | (2) To sell,
 exchange, convey, transfer, grant options to purchase, or otherwise dispose
 of any securities or other property held by the Trustee, by private contract
 or at public auction. No person dealing with the Trustee shall be bound to
 see to the application of the purchase money or to inquire into the validity,
 expediency, or propriety of any such sale or other disposition, with or without
 advertisement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                               | (3) To vote
 upon any stocks, bonds, or other securities; to give general or special
 proxies or powers of attorney with or without power of substitution; to
 exercise any conversion privileges, subscription rights or other options, and
 to make any payments incidental thereto; to oppose, or to consent to, or
 otherwise participate in, corporate reorganizations or other changes
 affecting corporate securities, and to delegate discretionary powers, and to
 pay any assessments or charges in connection therewith; and generally to
 exercise any of the powers of an owner with respect to stocks, bonds,
 securities, or other property. However, the Trustee shall not vote proxies
 relating to securities for which it has not been assigned full investment
 management responsibilities. In those cases where another party has such
 investment authority or discretion, the Trustee will deliver all proxies to
 said party who will then have full responsibility for voting those proxies;
|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                               | (4) To cause
 any securities or other property to be registered in the Trustees own name,
 in the name of one or more of the Trustees nominees, in a clearing
 corporation, in a depository, or in book entry form or in bearer form, but
 the books and records of the Trustee shall at all times show that all such
 investments are part of the Trust Fund;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                               | (5) To
 invest in a common, collective, or pooled trust fund (the provisions of which
 are incorporated herein by reference) maintained by any Trustee (or any
 affiliate of such Trustee) hereunder pursuant to Revenue Ruling 81-100, all
 or such part of the Trust Fund as the Trustee may deem advisable, and the
 part of the Trust Fund so transferred shall be subject to all the terms and
 provisions of the common, collective, or pooled trust fund which contemplate
 the commingling for investment purposes of such trust assets with trust
 assets of other trusts. The name of the trust fund may be specified in an
 addendum to the Adoption Agreement. The Trustee may withdraw from such
 common, collective, or pooled trust fund all or such part of the Trust Fund
 as the Trustee may deem advisable;                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                               | (6) To
 borrow or raise money for the purposes of the Plan in such amount, and upon
 such terms and conditions, as the Trustee shall deem advisable; and for any
 sum so borrowed, to issue a promissory note as Trustee, and to secure the
 repayment thereof by pledging all, or any part, of the Trust Fund; and no
 person lending money to the Trustee shall be bound to see to the application
 of the money lent or to inquire into the validity, expediency, or propriety
 of any borrowing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                               | (7) To
 accept and retain for such time as it may deem advisable any securities or
 other property received or acquired by it as Trustee hereunder, whether or
 not such securities or other property would normally be purchased as
 investments hereunder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                               | (8) To make,
 execute, acknowledge, and deliver any and all documents of transfer and
 conveyance and any and all other instruments that may be necessary or
 appropriate to carry out the powers herein granted;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                               | (9) To
 settle, compromise, or submit to arbitration any claims, debts, or damages
 due or owing to or from the Plan, to commence or defend suits or legal or
 administrative proceedings, and to represent the Plan in all suits and legal
 and administrative proceedings;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                               | (10) To
 employ suitable agents and counsel and to pay their reasonable expenses and
 compensation, and such agents or counsel may or may not be an agent or
 counsel for the Employer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                               | (11) To
 apply for and procure from the Insurer as an investment of the Trust Fund any
 annuity or other Contracts (on the life of any Participant, or in the case of
 a Profit Sharing Plan (including a 401(k) plan), on the life of any person in
 whom a Participant has an insurable interest, or on the joint lives of a
 Participant and any person in whom the Participant has an insurable interest)
 as the Administrator shall deem proper; to exercise, at any time or from time
 to time, whatever rights and privileges may be granted under such annuity,                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(C) 2001
 Markley Actuarial Services, Inc.

45

---



DEFINED CONTRIBUTION PLAN

|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | or other
 Contracts; to collect, receive, and settle for the proceeds of all such
 annuity, or other Contracts as and when entitled to do so under the provisions
 thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (12) To
 invest funds of the Trust in time deposits or savings accounts bearing a
 reasonable rate of interest or in cash or cash balances without liability for
 interest thereon, including the specific authority to invest in any type of
 deposit of the Trustee (or of a financial institution related to the
 Trustee);                                                                                                                                                                                                                                                                                                                                                                                 
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (13) To
 invest in Treasury Bills and other forms of United States government
 obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (14) To
 sell, purchase and acquire put or call options if the options are traded on
 and purchased through a national securities exchange registered under the
 Securities Exchange Act of 1934, as amended, or, if the options are not
 traded on a national securities exchange, are guaranteed by a member firm of
 the New York Stock Exchange regardless of whether such options are covered;                                                                                                                                                                                                                                                                                                            
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (15) To
 deposit monies in federally insured savings accounts or certificates of
 deposit in banks or savings and loan associations including the specific
 authority to make deposit into any savings accounts or certificates of
 deposit of the Trustee (or a financial institution related to the Trustee);                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (16) To pool
 all or any of the Trust Fund, from time to time, with assets belonging to any
 other qualified employee pension benefit trust created by the Employer or any
 Affiliated Employer, and to commingle such assets and make joint or common
 investments and carry joint accounts on behalf of this Plan and Trust and
 such other trust or trusts, allocating undivided shares or interests in such
 investments or accounts or any pooled assets of the two or more trusts in
 accordance with their respective interests; and                                                                                                                                                                    
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (17) To do
 all such acts and exercise all such rights and privileges, although not
 specifically mentioned herein, as the Trustee may deem necessary to carry out
 the purposes of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.3
 INVESTMENT POWERS AND DUTIES OF NONDISCRETIONARY TRUSTEE
|                                                             
|                                                              | (a)
 This Section applies if the Employer, in the Adoption Agreement or as
 otherwise agreed upon by the Employer and the Trustee, designates the Trustee
 to administer all or a portion of the trust as a nondiscretionary Trustee. If
 so designated, then the Trustee shall have no discretionary authority to
 invest, manage, or control those Plan assets, but must act solely as a
 directed Trustee of those Plan assets. A nondiscretionary Trustee, as
 directed Trustee of the Plan funds it holds, is authorized and empowered, by
 way of limitation, with the powers, rights and duties set forth herein and in
 Section 7.14, each of which the nondiscretionary Trustee exercises solely as
 directed Trustee in accordance with the direction of the party which has the
 authority to manage and control the investment of the Plan assets. If no
 directions are provided to the Trustee, the Employer will provide necessary
 direction. Furthermore, the Employer and the nondiscretionary Trustee may, in
 writing, limit the powers of the nondiscretionary Trustee to any combination
 of powers listed within this Section.
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                              | (b)
 The Trustee, in addition to all powers and authorities under common law,
 statutory authority, including the Act, and other provisions of this Plan,
 shall have the following powers and authorities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (1) To
 invest the assets, without distinction between principal and income, in securities
 or property, real or personal, wherever situated, including, but not limited
 to, common or preferred stocks, open-end or closed-end mutual funds, bonds
 and other evidences of indebtedness or ownership, and real estate or any
 interest therein. In making such investments, the Trustee shall not be
 restricted to securities or other property of the character expressly
 authorized by the applicable law for trust investments; however, the Trustee
 shall give due regard to any limitations imposed by the Code or the Act so
 that at all times this Plan may qualify as a qualified Plan and Trust.
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (2) To
 purchase, or subscribe for, any securities or other property and to retain
 the same. In conjunction with the purchase of securities, margin accounts may
 be opened and maintained;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (3) To sell,
 exchange, convey, transfer, grant options to purchase, or otherwise dispose
 of any securities or other property held by the Trustee, by private contract
 or at public auction. No person dealing with the Trustee shall be bound to
 see to the application of the purchase money or to inquire into the validity,
 expediency, or propriety of any such sale or other disposition, with or
 without advertisement;                                                                                                                                                                                                                                                                            
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (4) At the
 direction of the party which has the authority or discretion, to vote upon
 any stocks, bonds, or other securities; to give general or special proxies or
 powers of attorney with or without power of substitution; to exercise any
 conversion privileges, subscription rights or other options, and to make any
 payments incidental thereto; to oppose, or to consent to, or otherwise
 participate in, corporate reorganizations or other changes affecting
 corporate securities, and to delegate powers, and pay any assessments or
 charges in                                                                                                                                             
|                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(C) 2001
 Markley Actuarial Services, Inc.                   

46

---



DEFINED CONTRIBUTION PLAN

|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                      |  | connection
 therewith; and generally to exercise any of the powers of an owner with
 respect to stocks, bonds, securities, or other property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (5) To cause
 any securities or other property to be registered in the Trustees own name,
 in the name of one or more of the Trustees nominees, in a clearing
 corporation, in a depository, or in book entry form or in bearer form, but
 the books and records of the Trustee shall at all times show that all such
 investments are part of the Trust Fund;                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (6) To
 invest in a common, collective, or pooled trust fund (the provisions of which
 are incorporated herein by reference) maintained by any Trustee (or any
 affiliate of such Trustee) hereunder pursuant to Revenue Ruling 81-100, all
 or such part of the Trust Fund as the party which has the authority to manage
 and control the investment of the assets shall deem advisable, and the part
 of the Trust Fund so transferred shall be subject to all the terms and
 provisions of the common, collective, or pooled trust fund which contemplate
 the commingling for investment purposes of such trust assets with trust
 assets of other trusts. The name of the trust fund may be specified in an
 addendum to the Adoption Agreement;                      
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (7) To
 borrow or raise money for the purposes of the Plan in such amount, and upon
 such terms and conditions, as the Trustee shall deem advisable; and for any
 sum so borrowed, to issue a promissory note as Trustee, and to secure the
 repayment thereof by pledging all, or any part, of the Trust Fund; and no
 person lending money to the Trustee shall be bound to see to the application
 of the money lent or to inquire into the validity, expediency, or propriety
 of any borrowing;                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (8) To make,
 execute, acknowledge, and deliver any and all documents of transfer and
 conveyance and any and all other instruments that may be necessary or
 appropriate to carry out the powers herein granted;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (9) To
 settle, compromise, or submit to arbitration any claims, debts, or damages
 due or owing to or from the Plan, to commence or defend suits or legal or
 administrative proceedings, and to represent the Plan in all suits and legal
 and administrative proceedings;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (10) To
 employ suitable agents and counsel and to pay their reasonable expenses and
 compensation, and such agent or counsel may or may not be an agent or counsel
 for the Employer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (11) To
 apply for and procure from the Insurer as an investment of the Trust Fund any
 annuity or other Contracts (on the life of any Participant, or in the case of
 a Profit Sharing Plan (including a 401(k) plan), on the life of any person in
 whom a Participant has an insurable interest, or on the joint lives of a
 Participant and any person in whom the Participant has an insurable interest)
 as the Administrator shall deem proper; to exercise, at the direction of the
 person with the authority to do so, whatever rights and privileges may be
 granted under such annuity or other Contracts; to collect, receive, and
 settle for the proceeds of all such annuity or other Contracts as and when
 entitled to do so under the provisions thereof;
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (12) To
 invest funds of the Trust in time deposits or savings accounts bearing a
 reasonable rate of interest or in cash or cash balances without liability for
 interest thereon, including the specific authority to invest in any type of
 deposit of the Trustee (or of a financial institution related to the
 Trustee);                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (13) To
 invest in Treasury Bills and other forms of United States government obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (14) To
 sell, purchase and acquire put or call options if the options are traded on
 and purchased through a national securities exchange registered under the
 Securities Exchange Act of 1934, as amended, or, if the options are not
 traded on a national securities exchange, are guaranteed by a member firm of
 the New York Stock Exchange regardless of whether such options are covered;                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (15) To
 deposit monies in federally insured savings accounts or certificates of
 deposit in banks or savings and loan associations including the specific
 authority to make deposit into any savings accounts or certificates of
 deposit of the Trustee (or a financial institution related to the Trustee);
 and                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                      |  | (16) To pool
 all or any of the Trust Fund, from time to time, with assets belonging to any
 other qualified employee pension benefit trust created by the Employer or any
 Affiliated Employer, and to commingle such assets and make joint or common
 investments and carry joint accounts on behalf of this Plan and such other
 trust or trusts, allocating undivided shares or interests in such investments
 or accounts or any pooled assets of the two or more trusts in accordance with
 their respective interests.                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.4 POWERS
 AND DUTIES OF CUSTODIAN                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|If
 there is a discretionary Trustee, the Employer may appoint a custodian. A
 custodian has the same powers, rights and duties as a nondiscretionary
 Trustee. Any reference in the Plan to a Trustee also is a reference to a custodian
 unless the
|                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(C) 2001
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47

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|context of
 the Plan indicates otherwise. A limitation of the Trustees liability by Plan
 provision also acts as a limitation of the custodians liability. Any action
 taken by the custodian at the discretionary Trustees direction satisfies any
 provision in the Plan referring to the Trustee taking that action. The
 resignation or removal of the custodian shall be made in accordance with
 Section 7.11 as though the custodian were a Trustee.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.5 LIFE
 INSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (a)
 The Trustee, at the direction of the Administrator and pursuant to
 instructions from the individual designated in the Adoption Agreement for
 such purpose and subject to the conditions set forth in the Adoption
 Agreement, shall ratably apply for, own, and pay all premiums on Contracts on
 the lives of the Participants or, in the case of Profit Sharing Plan
 (including a 401(k) plan), on the life of any person in whom the Participant
 has an insurable interest or on the joint lives of a Participant and any person
 in whom the Participant has an insurable interest. Any initial or additional
 Contract purchased on behalf of a Participant shall have a face amount of not
 less than $1,000, the amount set forth in the Adoption Agreement, or the
 limitation of the Insurer, whichever is greater. If a life insurance Contract
 is to be purchased for a Participant or Former Participant, then the
 aggregate premium for ordinary life insurance for each Participant or Former
 Participant must be less than 50% of the aggregate contributions and
 Forfeitures allocated to the Participants or Former Participants Combined
 Account. For purposes of this limitation, ordinary life insurance Contracts
 are Contracts with both non-decreasing death benefits and non-increasing
 premiums. If term insurance or universal life insurance is purchased, then
 the aggregate premium must be 25% or less of the aggregate contributions and
 Forfeitures allocated to the Participants or Former Participants Combined
 Account. If both term insurance and ordinary life insurance are purchased,
 then the premium for term insurance plus one-half of the premium for ordinary
 life insurance may not in the aggregate exceed 25% of the aggregate Employer
 contributions and Forfeitures allocated to the Participants or Former
 Participants Combined Account. Notwithstanding the preceding, the
 limitations imposed herein with respect to the purchase of life insurance
 shall not apply, in the case of a Profit Sharing Plan (including a 401(k)
 plan), to the portion of the Participants Account that has accumulated for
 at least two (2) Plan Years or to the entire Participants Account if the
 Participant has been a Participant in the Plan for at least five (5) years.
 Amounts transferred to this Plan in accordance with Section 4.6(e)(ii), (iii)
 or (v) and a Participants or Former Participants Voluntary Contribution
 Account may be used to purchase Contracts without limitation.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (b)
 The Trustee must distribute the Contracts to the Participant or Former
 Participant or convert the entire value of the Contracts at or before
 retirement into cash or provide for a periodic income so that no portion of
 such value may be used to continue life insurance protection beyond
 commencement of benefits. Furthermore, if a Contract is purchased on the
 joint lives of the Participant and another person and such other person
 predeceases the Participant, then the Contract may not be maintained under
 this Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (c)
 Notwithstanding anything herein above to the contrary, amounts credited to a
 Participants Qualified Voluntary Employee Contribution Account pursuant to
 Section 4.9, shall not be applied to the purchase of life insurance
 Contracts. Furthermore, no life insurance Contracts shall be required to be
 obtained on an individuals life if, for any reason (other than the
 nonpayment of premiums) the Insurer will not issue a Contract on such
 individuals life.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (d)
 The Trustee will be the owner of any life insurance Contract purchased under
 the terms of this Plan. The Contract must provide that the proceeds will be
 payable to the Trustee; however, the Trustee shall be required to pay over
 all proceeds of the Contract to the Participants designated Beneficiary in
 accordance with the distribution provisions of Article VI. A Participants
 spouse will be the designated Beneficiary pursuant to Section 6.2, unless a
 qualified election has been made in accordance with Sections 6.5 and 6.6 of
 the Plan, if applicable. Under no circumstances shall the Trust retain any
 part of the proceeds that are in excess of the cash surrender value
 immediately prior to death. However, the Trustee shall not pay the proceeds
 in a method that would violate the requirements of the Retirement Equity Act
 of 1984, as stated in Article VI of the Plan, or Code Section 401(a)(9) and
 the Regulations thereunder. In the event of any conflict between the terms of
 this Plan and the terms of any insurance Contract purchased hereunder, the
 Plan provisions shall control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.6 LOANS TO
 PARTICIPANTS                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (a)
 If specified in the Adoption Agreement, the Trustee (or the Administrator if
 the Trustee is a nondiscretionary Trustee or if loans are treated as
 Participant directed investments pursuant to the Adoption Agreement) may, in
 the Trustees (or, if applicable, the Administrators) sole discretion, make
 loans to Participants or Beneficiaries under the following circumstances: (1)
 loans shall be made available to all Participants and Beneficiaries on a
 reasonably equivalent basis; (2) loans shall not be made available to Highly
 Compensated Employees in an amount greater than the amount made available to
 other Participants; (3) loans shall bear a reasonable rate of interest; (4)
 loans shall be adequately secured; and (5) loans shall provide for periodic
 repayment over a reasonable period of time. Furthermore, no Participant loan
 shall exceed the Participants Vested interest in the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (b)
 Loans shall not be made to any Shareholder-Employee or Owner-Employee
 (including an Owner-Employees family members as defined in Code Section
 267(c)(4)) unless an exemption for such loan is obtained                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(C) 2001
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48

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | pursuant to
 Act Section 408 or such loan would otherwise not be a prohibited transaction
 pursuant to Code Section 4975 and Act Section 408.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (c)
 An assignment or pledge of any portion of a Participants interest in the
 Plan and a loan, pledge, or assignment with respect to any insurance Contract
 purchased under the Plan, shall be treated as a loan under this Section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (d)
 If the Vested interest of a Participant is used to secure any loan made
 pursuant to this Section, then the written (or such other form as permitted
 by the IRS) consent of the Participants spouse shall be required in a manner
 consistent with Section 6.5(a), provided the spousal consent requirements of
 such Section apply to the Plan. Such consent must be obtained within the
 90-day period prior to the date the loan is made. Any security interest held
 by the Plan by reason of an outstanding loan to the Participant or Former
 Participant shall be taken into account in determining the amount of the
 death benefit or Pre-Retirement Survivor Annuity. However, unless the loan
 program established pursuant to this Section provides otherwise, no spousal
 consent shall be required under this paragraph if the total interest subject
 to the security is not in excess of $5,000 (or, $3,500 effective for loans
 made prior to the later of the first day of the first Plan Year beginning
 after August 5, 1997, or the date specified in the Adoption Agreement).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (e)
 The Administrator shall be authorized to establish a participant loan program
 to provide for loans under the Plan. The loan program shall be established in
 accordance with Department of Labor Regulation Section 2550.408(b)-1(d)(2)
 providing for loans by the Plan to parties-in-interest under said Plan, such
 as Participants or Beneficiaries. In order for the Administrator to implement
 such loan program, a separate written document forming a part of this Plan
 must be adopted, which document shall specifically include, but need not be
 limited to, the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (1) the
 identity of the person or positions authorized to administer the Participant
 loan program;                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (2) a
 procedure for applying for loans;                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (3) the
 basis on which loans will be approved or denied;                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (4)
 limitations, if any, on the types and amounts of loans offered;                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (5) the
 procedure under the program for determining a reasonable rate of interest;                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (6) the
 types of collateral which may secure a Participant loan; and                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (7) the
 events constituting default and the steps that will be taken to preserve Plan
 assets in the event such default.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (f)
 Notwithstanding anything in this Plan to the contrary, if a Participant or
 Beneficiary defaults on a loan made pursuant to this Section that is secured
 by the Participants interest in the Plan, then a Participants interest may
 be offset by the amount subject to the security to the extent there is a
 distributable event permitted by the Code or Regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (g)
 Notwithstanding anything in this Section to the contrary, if this is an
 amendment and restatement of an existing Plan, any loans made prior to the
 date this amendment and restatement is adopted shall be subject to the terms
 of the Plan in effect at the time such loan was made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|7.7 MAJORITY
 ACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|Except
 where there has been an allocation and delegation of powers, if there shall
 be more than one Trustee, they shall act by a majority of their number, but
 may authorize one or more of them to sign papers on their behalf.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|7.8
 TRUSTEES COMPENSATION AND EXPENSES AND TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|The
 Trustee shall be paid such reasonable compensation as set forth in the
 Trustees fee schedule (if the Trustee has such a schedule) or as agreed upon
 in writing by the Employer and the Trustee. However, an individual serving as
 Trustee who already receives full-time compensation from the Employer shall
 not receive compensation from this Plan. In addition, the Trustee shall be
 reimbursed for any reasonable expenses, including reasonable counsel fees
 incurred by it as Trustee. Such compensation and expenses shall be paid from
 the Trust Fund unless paid or advanced by the Employer. All taxes of any kind
 whatsoever that may be levied or assessed under existing or future laws upon,
 or in respect of, the Trust Fund or the income thereof, shall be paid from
 the Trust Fund.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                          
|(C) 2001
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49

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|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|---------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                           
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|7.9 ANNUAL
 REPORT OF THE TRUSTEE                   
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     | (a)
 Within a reasonable period of time after the later of the Anniversary Date or
 receipt of the Employers contribution for each Plan Year, the Trustee, or
 its agent, shall furnish to the Employer and Administrator a written
 statement of account with respect to the Plan Year for which such
 contribution was made setting forth:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (1) the net
 income, or loss, of the Trust Fund;                                                     
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (2) the
 gains, or losses, realized by the Trust Fund upon sales or other disposition
 of the assets;
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (3) the
 increase, or decrease, in the value of the Trust Fund;                                      
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (4) all
 payments and distributions made from the Trust Fund; and                                    
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (5) such
 further information as the Trustee and/or Administrator deems appropriate.                 
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     | (b)
 The Employer, promptly upon its receipt of each such statement of account,
 shall acknowledge receipt thereof in writing and advise the Trustee and/or
 Administrator of its approval or disapproval thereof. Failure by the Employer
 to disapprove any such statement of account within thirty (30) days after its
 receipt thereof shall be deemed an approval thereof. The approval by the
 Employer of any statement of account shall be binding on the Employer and the
 Trustee as to all matters contained in the statement to the same extent as if
 the account of the Trustee had been settled by judgment or decree in an
 action for a judicial settlement of its account in a court of competent
 jurisdiction in which the Trustee, the Employer and all persons having or
 claiming an interest in the Plan were parties. However, nothing contained in
 this Section shall deprive the Trustee of its right to have its accounts
 judicially settled if the Trustee so desires.
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|7.10 AUDIT                                          
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     | (a)
 If an audit of the Plans records shall be required by the Act and the
 regulations thereunder for any Plan Year, the Administrator shall engage on
 behalf of all Participants an independent qualified public accountant for
 that purpose. Such accountant shall, after an audit of the books and records
 of the Plan in accordance with generally accepted auditing standards, within
 a reasonable period after the close of the Plan Year, furnish to the
 Administrator and the Trustee a report of the audit setting forth the
 accountants opinion as to whether any statements, schedules or lists, that
 are required by Act Section 103 or the Secretary of Labor to be filed with
 the Plans annual report, are presented fairly in conformity with generally
 accepted accounting principles applied consistently.                                                                                                                                                             
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     | (b)
 All auditing and accounting fees shall be an expense of and may, at the
 election of the Employer, be paid from the Trust Fund.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     | (c)
 If some or all of the information necessary to enable the Administrator to
 comply with Act Section 103 is maintained by a bank, insurance company, or
 similar institution, regulated, supervised, and subject to periodic
 examination by a state or federal agency, then it shall transmit and certify
 the accuracy of that information to the Administrator as provided in Act
 Section 103(b) within one hundred twenty (120) days after the end of the Plan
 Year or such other date as may be prescribed under regulations of the
 Secretary of Labor.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|7.11
 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     | (a)
 Unless otherwise agreed to by both the Trustee and the Employer, a Trustee
 may resign at any time by delivering to the Employer, at least thirty (30)
 days before its effective date, a written notice of resignation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     | (b)
 Unless otherwise agreed to by both the Trustee and the Employer, the Employer
 may remove a Trustee at any time by delivering to the Trustee, at least
 thirty (30) days before its effective date, a written notice of such
 Trustees removal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     | (c)
 Upon the death, resignation, incapacity, or removal of any Trustee, a
 successor may be appointed by the Employer; and such successor, upon
 accepting such appointment in writing and delivering same to the Employer,
 shall, without further act, become vested with all the powers and
 responsibilities of the predecessor as if such successor had been originally
 named as a Trustee herein. Until such a successor is appointed, any remaining
 Trustee or Trustees shall have full authority to act under the terms of the
 Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|                                                     | (d)
 The Employer may designate one or more successors prior to the death,
 resignation, incapacity, or removal of a Trustee. In the event a successor is
 so designated by the Employer and accepts such designation, the successor
 shall, without further act, become vested with all the powers and
 responsibilities of the predecessor as if such successor had been originally
 named as Trustee herein immediately upon the death, resignation, incapacity,
 or removal of the predecessor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                      
|(C) 2001
 Markley Actuarial Services, Inc.          

50

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|DEFINED CONTRIBUTION PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (e)
 Whenever any Trustee hereunder ceases to serve as such, the Trustee shall
 furnish to the Employer and Administrator a written statement of account with
 respect to the portion of the Plan Year during which the individual or entity
 served as Trustee. This statement shall be either (i) included as part of the
 annual statement of account for the Plan Year required under Section 7.9 or
 (ii) set forth in a special statement. Any such special statement of account
 should be rendered to the Employer no later than the due date of the annual
 statement of account for the Plan Year. The procedures set forth in Section
 7.9 for the approval by the Employer of annual statements of account shall
 apply to any special statement of account rendered hereunder and approval by
 the Employer of any such special statement in the manner provided in Section
 7.9 shall have the same effect upon the statement as the Employers approval
 of an annual statement of account. No successor to the Trustee shall have any
 duty or responsibility to investigate the acts or transactions of any
 predecessor who has rendered all statements of account required by Section
 7.9 and this subparagraph.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|7.12
 TRANSFER OF INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|Notwithstanding
 any other provision contained in this Plan, the Trustee at the direction of
 the Administrator shall transfer the interest, if any, of a Participant to
 another trust forming part of a pension, profit sharing, or stock bonus plan
 that meets the requirements of Code Section 401(a), provided that the trust
 to which such transfers are made permits the transfer to be made.                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|7.13 TRUSTEE
 INDEMNIFICATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|The
 Employer agrees to indemnify and hold harmless the Trustee against any and
 all claims, losses, damages, expenses and liabilities the Trustee may incur
 in the exercise and performance of the Trustees powers and duties hereunder,
 unless the same are determined to be due to gross negligence or willful
 misconduct.                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|7.14
 EMPLOYER SECURITIES AND REAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|The
 Trustee shall be empowered to acquire and hold qualifying Employer
 securities and qualifying Employer real property, as those terms are
 defined in the Act. However, no more than one hundred percent (100%), in the
 case of a Profit Sharing Plan or 401(k) Plan, or ten percent (10%), in the
 case of a Money Purchase Plan, of the fair market value of all the assets in
 the Trust Fund may be invested in qualifying Employer securities and
 qualifying Employer real property.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|Notwithstanding
 the preceding, for Plan Years beginning after December 31, 1998, if the Plan
 does not permit Participants to direct the investment of their Participants
 Elective Deferral Accounts, then the Trustee shall only be permitted to
 acquire or hold qualifying Employer securities and qualifying Employer
 real property to the extent permitted under Act Section 407.                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|ARTICLE VIII
 AMENDMENT, TERMINATION AND MERGERS                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|8.1
 AMENDMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (a)
 The Employer shall have the right at any time to amend this Plan subject to
 the limitations of this Section. However, any amendment that affects the
 rights, duties or responsibilities of the Trustee or Administrator may only
 be made with the Trustees or Administrators written consent. Any such
 amendment shall become effective as provided therein upon its execution. The
 Trustee shall not be required to execute any such amendment unless the
 amendment affects the duties of the Trustee hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (b)
 The Employer may (1) change the choice of options in the Adoption Agreement,
 (2) add any addendum to the Adoption Agreement that is specifically permitted
 pursuant to the terms of the Plan; (3) add overriding language to the
 Adoption Agreement when such language is necessary to satisfy Code Sections
 415 or 416 because of the required aggregation of multiple plans, and (4) add
 certain model amendments published by the Internal Revenue Service which
 specifically provide that their adoption will not cause the Plan to be
 treated as an individually designed plan. An Employer that amends the Plan
 for any other reason, including a waiver of the minimum funding requirement
 under Code Section 412(d), will no longer participate in this Prototype Plan
 and this Plan will be considered to be an individually designed plan.
 Notwithstanding the preceding, the attachment to the Adoption Agreement of
 any addendum specifically authorized by the Plan or a list of any Section
 411(d)(6) protected benefits which must be preserved shall not be considered
 an amendment to the Plan.                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (c)
 The Employer expressly delegates authority to the sponsor of this Prototype
 Plan, the right to amend each Employers Plan by submitting a copy of the
 amendment to each Employer who has adopted this Prototype Plan, after first
 having received a ruling or favorable determination from the Internal Revenue
 Service that the Prototype Plan as amended qualifies under Code Section
 401(a) and the Act (unless a ruling or determination is not required by the
 IRS). For purposes of this Section, the mass submitter shall be recognized as
 the agent of the sponsor. If                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
|(C) 2001
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51

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the sponsor
 does not adopt any amendment made by the mass submitter, it will no longer be
 identical to, or a minor modifier of, the mass submitter plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (d)
 No amendment to the Plan shall be effective if it authorizes or permits any
 part of the Trust Fund (other than such part as is required to pay taxes and
 administration expenses) to be used for or diverted to any purpose other than
 for the exclusive benefit of the Participants or their Beneficiaries or
 estates; or causes any reduction in the amount credited to the account of any
 Participant; or causes or permits any portion of the Trust Fund to revert to
 or become property of the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (e)
 Except as permitted by Regulations (including Regulation 1.411(d)-4) or other
 IRS guidance, no Plan amendment or transaction having the effect of a Plan
 amendment (such as a merger, plan transfer or similar transaction) shall be
 effective if it eliminates or reduces any Section 411(d)(6) protected
 benefit or adds or modifies conditions relating to Section 411(d)(6)
 protected benefits which results in a further restriction on such benefits
 unless such Section 411(d)(6) protected benefits are preserved with respect
 to benefits accrued as of the later of the adoption date or effective date of
 the amendment. Section 411(d)(6) protected benefits are benefits described
 in Code Section 411(d)(6)(A), early retirement benefits and retirement-type
 subsidies, and optional forms of benefit. A Plan amendment that eliminates or
 restricts the ability of a Participant to receive payment of the
 Participants interest in the Plan under a particular optional form of
 benefit will be permissible if the amendment satisfies the conditions in (1)
 and (2) below:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (1) The
 amendment provides a single-sum distribution form that is otherwise identical
 to the optional form of benefit eliminated or restricted. For purposes of
 this condition (1), a single-sum distribution form is otherwise identical
 only if it is identical in all respects to the eliminated or restricted
 optional form of benefit (or would be identical except that it provides
 greater rights to the Participant) except with respect to the timing of payments
 after commencement.                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (2) The
 amendment is not effective unless the amendment provides that the amendment
 shall not apply to any distribution with an Annuity Starting Date earlier
 than the earlier of: (i) the ninetieth (90th) day after the date the
 Participant receiving the distribution has been furnished a summary that
 reflects the amendment and that satisfies the Act requirements at 29 CFR
 2520.104b-3 (relating to a summary of material modifications) or (ii) the
 first day of the second Plan Year following the Plan Year in which the
 amendment is adopted.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.2
 TERMINATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (a)
 The Employer shall have the right at any time to terminate the Plan by
 delivering to the Trustee and Administrator written notice of such
 termination. Upon any full or partial termination, all amounts credited to
 the affected Participants Combined Accounts shall become 100% Vested and
 shall not thereafter be subject to forfeiture, and all unallocated amounts,
 including Forfeitures, shall be allocated to the accounts of all Participants
 in accordance with the provisions hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (b)
 Upon the full termination of the Plan, the Employer shall direct the
 distribution of the assets to Participants in a manner that is consistent
 with and satisfies the provisions of Section 6.5. Distributions to a
 Participant shall be made in cash (or in property if permitted in the
 Adoption Agreement) or through the purchase of irrevocable nontransferable
 deferred commitments from the Insurer. Except as permitted by Regulations,
 the termination of the Plan shall not result in the reduction of Section
 411(d)(6) protected benefits as described in Section 8.1(e).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.3 MERGER,
 CONSOLIDATION OR TRANSFER OF ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|This
 Plan may be merged or consolidated with, or its assets and/or liabilities may
 be transferred to any other plan only if the benefits which would be received
 by a Participant of this Plan, in the event of a termination of the plan
 immediately after such transfer, merger or consolidation, are at least equal
 to the benefits the Participant would have received if the Plan had
 terminated immediately before the transfer, merger or consolidation and such
 transfer, merger or consolidation does not otherwise result in the
 elimination or reduction of any Section 411(d)(6) protected benefits as
 described in Section 8.1(e).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|ARTICLE IX
 TOP HEAVY PROVISIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.1 TOP
 HEAVY PLAN REQUIREMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Notwithstanding
 anything in this Plan to the contrary, for any Top Heavy Plan Year, the Plan
 shall provide the special vesting requirements of Code Section 416(b)
 pursuant to Section 6.4 of the Plan and the special minimum allocation
 requirements of Code Section 416(c) pursuant to Section 4.3(f) of the Plan.
 Except as otherwise provided in the Plan, the minimum allocation shall be an
 Employer Non-Elective Contribution and, if no vesting schedule has been
 selected in the Adoption Agreement, shall be subject to the 6 Year Graded
 vesting schedule described in the Adoption Agreement.                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(C) 2001
 Markley Actuarial Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

52

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|                                           |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                 
|                                           |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.2
 DETERMINATION OF TOP HEAVY STATUS    
|                                           |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           | (a)
 This Plan shall be a Top Heavy Plan for any plan year beginning after
 December 31, 1983, if any of the following conditions exists:                                                                                       
|                                           |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                  | (1) if the
 top heavy ratio for this Plan exceeds sixty percent (60%) and this Plan is
 not part of any required aggregation group or permissive aggregation
 group;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                  | (2) if this
 Plan is a part of a required aggregation group but not part of a
 permissive aggregation group and the top heavy ratio for the group of
 plans exceeds sixty percent (60%); or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                  | (3) if this
 Plan is a part of a required aggregation group and part of a permissive
 aggregation group and the top heavy ratio for the permissive aggregation
 group exceeds sixty percent (60%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           | (b)
 Top heavy ratio means, with respect to a determination date:                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                  | (1) If the
 Employer maintains one or more defined contribution plans (including any
 simplified employee pension plan (as defined in Code Section 408(k))) and the
 Employer has not maintained any defined benefit plan which during the 5-year
 period ending on the determination date has or has had accrued benefits,
 the top heavy ratio for this plan alone or for the required aggregation
 group 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 (including any part of any account balance
 distributed in the 5-year period ending on the determination date), and the
 denominator of which is the sum of all account balances (including any part
 of any account balance distributed in the 5-year period ending on the determination
 date), both computed in accordance with Code Section 416 and the Regulations
 thereunder. Both the numerator and denominator of the top heavy ratio are
 increased to reflect any contribution not actually made as of the
 determination date, but which is required to be taken into account on that
 date under Code Section 416 and the Regulations thereunder.                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                  | (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 has or has had any accrued benefits, the
 top heavy ratio for any required aggregation group 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, 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 (1) above, and the present value of accrued benefits under the defined
 benefit plan or plans for all participants as of the determination date,
 all determined in accordance with Code Section 416 and the Regulations
 thereunder. The accrued benefits under a defined benefit plan in both the
 numerator and denominator of the top heavy ratio are increased for any
 distribution of an accrued benefit made in the 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 Code Section 416 and the
 Regulations thereunder for the first and second plan years of a defined
 benefit plan. The account balances and accrued benefits of a participant (i)
 who is not a Key Employee but who was a Key Employee in a prior year, or (ii)
 who has not been credited with at least one Hour of Service with any Employer
 maintaining the plan at any time during the 5-year period ending on the
 determination date will be disregarded. The calculation of the top heavy
 ratio, and the extent to which distributions, rollovers, and transfers are
 taken into account will be made in accordance with Code Section 416 and the
 Regulations thereunder. 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
 (i) the method, if any, that uniformly applies for accrual purposes under all
 defined benefit plans maintained by the employer, or (ii) if there is no such
 method, as if such benefit accrued not more rapidly than the slowest accrual
 rate permitted under the fractional rule of Code Section 411(b)(1)(C).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           | (c)
 Determination date means, for any Plan Year subsequent to the first Plan
 Year, the last day of the preceding Plan Year. For the first Plan Year of the
 Plan, determination date means the last day of that Plan Year.
|                                           |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(C) 2001
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|DEFINED CONTRIBUTION PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (d)
 Permissive aggregation group means the required aggregation group of
 plans plus any other plan or plans of the Employer which, when considered as
 a group with the required aggregation group, would continue to satisfy the
 requirements of Code Sections 401(a)(4) and 410.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (e)
 Present value means the present value based only on the interest and
 mortality rates specified in the Adoption Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (f)
 Required aggregation group means: (1) each qualified plan of the Employer
 in which at least one Key Employee participates or participated at any time
 during the determination period (regardless of whether the plan has
 terminated), and (2) any other qualified plan of the Employer which enables a
 plan described in (l) to meet the requirements of Code Sections 401(a)(4) or
 410.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (g)
 Valuation date means the date elected by the Employer in the Adoption
 Agreement as of which account balances or accrued benefits are valued for
 purposes of calculating the top heavy ratio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|ARTICLE X
 MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|10.1
 EMPLOYER ADOPTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (a)
 Any organization may become the Employer hereunder by executing the Adoption
 Agreement in a form satisfactory to the Trustee, and it shall provide such
 additional information as the Trustee may require. The consent of the Trustee
 to act as such shall be signified by its execution of the Adoption Agreement
 or a separate agreement (including, if elected in the Adoption Agreement, a
 separate trust agreement).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (b)
 Except as otherwise provided in this Plan, the affiliation of the Employer
 and the participation of its Participants shall be separate and apart from
 that of any other employer and its participants hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|10.2
 PARTICIPANTS RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|This
 Plan shall not be deemed to constitute a contract between the Employer and
 any Participant or to be a consideration or an inducement for the employment
 of any Participant or Employee. Nothing contained in this Plan shall be
 deemed to give any Participant or Employee the right to be retained in the
 service of the Employer or to interfere with the right of the Employer to
 discharge any Participant or Employee at any time regardless of the effect
 which such discharge shall have upon the Employee as a Participant of this
 Plan.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|10.3
 ALIENATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (a)
 Subject to the exceptions provided below and as otherwise permitted by the
 Code and the Act, no benefit which shall be payable to any person (including
 a Participant or the Participants Beneficiary) shall be subject in any
 manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
 or charge, and any attempt to anticipate, alienate, sell, transfer, assign,
 pledge, encumber, or charge the same shall be void; and no such benefit shall
 in any manner be liable for, or subject to, the debts, contracts,
 liabilities, engagements, or torts of any such person, nor shall it be
 subject to attachment or legal process for or against such person, and the
 same shall not be recognized except to such extent as may be required by law.                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (b)
 Subsection (a) shall not apply to the extent a Participant or Beneficiary is
 indebted to the Plan by reason of a loan made pursuant to Section 7.6. At the
 time a distribution is to be made to or for a Participants or Beneficiarys
 benefit, such portion of the amount to be distributed as shall equal such
 indebtedness shall be paid to the Plan, to apply against or discharge such
 indebtedness. Prior to making a payment, however, the Participant or
 Beneficiary must be given notice by the Administrator that such indebtedness
 is to be so paid in whole or part from the Participants interest in the
 Plan. If the Participant or Beneficiary does not agree that the indebtedness
 is a valid claim against the Participants interest in the Plan, the
 Participant or Beneficiary shall be entitled to a review of the validity of
 the claim in accordance with procedures provided in Sections 2.10 and 2.11.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (c)
 Subsection (a) shall not apply to a qualified domestic relations order
 defined in Code Section 414(p), and those other domestic relations orders
 permitted to be so treated by the Administrator under the provisions of the
 Retirement Equity Act of 1984. The Administrator shall establish a written
 procedure to determine the qualified status of domestic relations orders and
 to administer distributions under such qualified orders. Further, to the
 extent provided under a qualified domestic relations order, a former spouse
 of a Participant shall be treated as the spouse or surviving spouse for all
 purposes under the Plan.                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (d)
 Notwithstanding any provision of this Section to the contrary, an offset to a
 Participants accrued benefit against an amount that the Participant is
 ordered or required to pay the Plan with respect to a judgment, order,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|(C) 2001
 Markley Actuarial Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

54

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|DEFINED CONTRIBUTION PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | or decree
 issued, or a settlement entered into, on or after August 5, 1997, shall be
 permitted in accordance with Code Sections 401(a)(13)(C) and (D).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|10.4
 CONSTRUCTION OF PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|This
 Plan and Trust shall be construed and enforced according to the Code, the Act
 and the laws of the state or commonwealth in which the Employers (or if
 there is a corporate Trustee, the Trustees) principal office is located
 (unless otherwise designated in the Adoption Agreement), other than its laws
 respecting choice of law, to the extent not pre-empted by the Act.                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|10.5 GENDER
 AND NUMBER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|Wherever
 any words are used herein in the masculine, feminine or neuter gender, they
 shall be construed as though they were also used in another gender in all
 cases where they would so apply, and whenever any words are used herein in
 the singular or plural form, they shall be construed as though they were also
 used in the other form in all cases where they would so apply.                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|10.6 LEGAL
 ACTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|In
 the event any claim, suit, or proceeding is brought regarding the Trust
 and/or Plan established hereunder to which the Trustee, the Employer or the
 Administrator may be a party, and such claim, suit, or proceeding is resolved
 in favor of the Trustee, the Employer or the Administrator, they shall be
 entitled to be reimbursed from the Trust Fund for any and all costs,
 attorneys fees, and other expenses pertaining thereto incurred by them for
 which they shall have become liable.                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|10.7
 PROHIBITION AGAINST DIVERSION OF FUNDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (a)
 Except as provided below and otherwise specifically permitted by law, it
 shall be impossible by operation of the Plan or of the Trust, by termination
 of either, by power of revocation or amendment, by the happening of any
 contingency, by collateral arrangement or by any other means, for any part of
 the corpus or income of any Trust Fund maintained pursuant to the Plan or any
 funds contributed thereto to be used for, or diverted to, purposes other than
 the exclusive benefit of Participants, Former Participants, or their
 Beneficiaries.                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (b)
 In the event the Employer shall make a contribution under a mistake of fact
 pursuant to Act Section 403(c)(2)(A), the Employer may demand repayment of
 such contribution at any time within one (1) year following the time of
 payment and the Trustee shall return such amount to the Employer within the
 one (1) year period. Earnings of the Plan attributable to the contributions
 may not be returned to the Employer but any losses attributable thereto must
 reduce the amount so returned.                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (c)
 Except as specifically stated in the Plan, any contribution made by the
 Employer to the Plan (if the Employer is not tax-exempt) is conditioned upon
 the deductibility of the contribution by the Employer under the Code and, to
 the extent any such deduction is disallowed, the Employer may, within one (1)
 year following a final determination of the disallowance, whether by
 agreement with the Internal Revenue Service or by final decision of a court
 of competent jurisdiction, demand repayment of such disallowed contribution
 and the Trustee shall return such contribution within one (1) year following
 the disallowance. Earnings of the Plan attributable to the contribution may
 not be returned to the Employer, but any losses attributable thereto must
 reduce the amount so returned.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|10.8
 EMPLOYERS AND TRUSTEES PROTECTIVE CLAUSE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|The
 Employer, Administrator and Trustee, and their successors, shall not be
 responsible for the validity of any Contract issued hereunder or for the
 failure on the part of the Insurer to make payments provided by any such
 Contract, or for the action of any person which may delay payment or render a
 Contract null and void or unenforceable in whole or in part.                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|10.9
 INSURERS PROTECTIVE CLAUSE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|Except
 as otherwise agreed upon in writing between the Employer and the Insurer, an
 Insurer which issues any Contracts hereunder shall not have any
 responsibility for the validity of this Plan or for the tax or legal aspects
 of this Plan. The Insurer shall be protected and held harmless in acting in
 accordance with any written direction of the Administrator or Trustee, and
 shall have no duty to see to the application of any funds paid to the
 Trustee, nor be required to question any actions directed by the
 Administrator or Trustee. Regardless of any provision of this Plan, the
 Insurer shall not be required to take or permit any action or allow any
 benefit or privilege contrary to the terms of any Contract which it issues
 hereunder, or the rules of the Insurer.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|(C) 2001
 Markley Actuarial Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

55

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|DEFINED CONTRIBUTION PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|10.10
 RECEIPT AND RELEASE FOR PAYMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|Any
 payment to any Participant, the Participants legal representative,
 Beneficiary, or to any guardian or committee appointed for such Participant
 or Beneficiary in accordance with the provisions of this Plan, shall, to the
 extent thereof, be in full satisfaction of all claims hereunder against the
 Trustee and the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|10.11 ACTION
 BY THE EMPLOYER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|Whenever
 the Employer under the terms of the Plan is permitted or required to do or
 perform any act or matter or thing, it shall be done and performed by a
 person duly authorized by its legally constituted authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|10.12 NAMED
 FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|The
 named Fiduciaries of this Plan are (1) the Employer, (2) the Administrator,
 (3) the Trustee (if the Trustee has discretionary authority as elected in the
 Adoption Agreement or as otherwise agreed upon by the Employer and the
 Trustee), and (4) any Investment Manager appointed hereunder. The named
 Fiduciaries shall have only those specific powers, duties, responsibilities,
 and obligations as are specifically given them under the Plan including, but
 not limited to, any agreement allocating or delegating their responsibilities,
 the terms of which are incorporated herein by reference. In general, the
 Employer shall have the sole responsibility for making the contributions
 provided for under the Plan; and shall have the sole authority to appoint and
 remove the Trustee and the Administrator; to formulate the Plans funding
 policy and method; and to amend the elective provisions of the Adoption
 Agreement or terminate, in whole or in part, the Plan. The Administrator
 shall have the sole responsibility for the administration of the Plan, which
 responsibility is specifically described in the Plan. If the Trustee has
 discretionary authority, it shall have the sole responsibility of management
 of the assets held under the Trust, except those assets, the management of
 which has been assigned to an Investment Manager or Administrator, who shall
 be solely responsible for the management of the assets assigned to it, all as
 specifically provided in the Plan. Each named Fiduciary warrants that any
 directions given, information furnished, or action taken by it shall be in
 accordance with the provisions of the Plan, authorizing or providing for such
 direction, information or action. Furthermore, each named Fiduciary may rely
 upon any such direction, information or action of another named Fiduciary as
 being proper under the Plan, and is not required under the Plan to inquire
 into the propriety of any such direction, information or action. It is
 intended under the Plan that each named Fiduciary shall be responsible for
 the proper exercise of its own powers, duties, responsibilities and
 obligations under the Plan. No named Fiduciary shall guarantee the Trust Fund
 in any manner against investment loss or depreciation in asset value. Any
 person or group may serve in more than one Fiduciary capacity.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|10.13
 HEADINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|The
 headings and subheadings of this Plan have been inserted for convenience of
 reference and are to be ignored in any construction of the provisions hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|10.14
 APPROVAL BY INTERNAL REVENUE SERVICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|Notwithstanding
 anything herein to the contrary, if, pursuant to a timely application filed
 by or on behalf of the Plan, the Commissioner of the Internal Revenue Service
 or the Commissioners delegate should determine that the Plan does not
 initially qualify as a tax-exempt plan under Code Sections 401 and 501, and
 such determination is not contested, or if contested, is finally upheld, then
 if the Plan is a new plan, it shall be void ab initio and all amounts
 contributed to the Plan, by the Employer, less expenses paid, shall be
 returned within one (1) year and the Plan shall terminate, and the Trustee
 shall be discharged from all further obligations. If the disqualification
 relates to a Plan amendment, then the Plan shall operate as if it had not
 been amended. If the Employers Plan fails to attain or retain qualification,
 such Plan will no longer participate in this prototype plan and will be
 considered an individually designed plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|10.15
 UNIFORMITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|All
 provisions of this Plan shall be interpreted and applied in a uniform,
 nondiscriminatory manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|10.16
 PAYMENT OF BENEFITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|Except
 as otherwise provided in the Plan, benefits under this Plan shall be paid,
 subject to Sections 6.10, 6.11 and 12.9, only upon death, Total and Permanent
 Disability, normal or early retirement, termination of employment, or
 termination of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|(C) 2001
 Markley Actuarial Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

56

---



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|DEFINED CONTRIBUTION PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|ARTICLE XI
 PARTICIPATING EMPLOYERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|11.1
 ELECTION TO BECOME A PARTICIPATING EMPLOYER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|Notwithstanding
 anything herein to the contrary, with the consent of the Employer and
 Trustee, any Affiliated Employer may adopt the Employers Plan and all of the
 provisions hereof, and participate herein and be known as a Participating
 Employer, by a properly executed document evidencing said intent and will of
 such Participating Employer. Regardless of the preceding, an entity that
 ceases to be an Affiliated Employer may continue to be a Participating
 Employer through the end of the transition period for certain dispositions
 set forth in Code Section 410(b)(6)(C). In the event a Participating Employer
 is not an Affiliated Employer and the transition period in the preceding
 sentence, if applicable, has expired, then this Plan will be considered an
 individually designed plan.                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|11.2
 REQUIREMENTS OF PARTICIPATING EMPLOYERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (a)
 Each Participating Employer shall be required to select the same Adoption
 Agreement provisions as those selected by the Employer other than the Plan
 Year, the Fiscal Year, and such other items that must, by necessity, vary
 among employers.                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (b)
 The Trustee may, but shall not be required to, commingle, hold and invest as
 one Trust Fund all contributions made by Participating Employers, as well as
 all increments thereof. However, the assets of the Plan shall, on an ongoing
 basis, be available to pay benefits to all Participants and Beneficiaries
 under the Plan without regard to the Employer or Participating Employer who
 contributed such assets.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (c)
 Unless the Employer otherwise directs, any expenses of the Plan which are to
 be paid by the Employer or borne by the Trust Fund shall be paid by each Participating
 Employer in the same proportion that the total amount standing to the credit
 of all Participants employed by such Employer bears to the total standing to
 the credit of all Participants.                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|11.3
 DESIGNATION OF AGENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|Each
 Participating Employer shall be deemed to be a part of this Plan; provided,
 however, that with respect to all of its relations with the Trustee and
 Administrator for purposes of this Plan, each Participating Employer shall be
 deemed to have designated irrevocably the Employer as its agent. Unless the
 context of the Plan clearly indicates otherwise, the word Employer shall be
 deemed to include each Participating Employer as related to its adoption of
 the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|11.4
 EMPLOYEE TRANSFERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|In
 the event an Employee is transferred between Participating Employers,
 accumulated service and eligibility shall be carried with the Employee
 involved. No such transfer shall effect a termination of employment
 hereunder, and the Participating Employer to which the Employee is
 transferred shall thereupon become obligated hereunder with respect to such
 Employee in the same manner as was the Participating Employer from whom the
 Employee was transferred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|11.5
 PARTICIPATING EMPLOYERS CONTRIBUTION AND FORFEITURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|Any
 contribution or Forfeiture subject to allocation during each Plan Year shall
 be allocated among all Participants of all Participating Employers in
 accordance with the provisions of this Plan. However, if a Participating
 Employer is not an Affiliated Employer (due to the transition rule for
 certain dispositions set forth in Code Section 410(b)(6)(C)) then any
 contributions made by such Participating Employer will only be allocated
 among the Participants eligible to share of the Participating Employer. On
 the basis of the information furnished by the Administrator, the Trustee may
 keep separate books and records concerning the affairs of each Participating
 Employer hereunder and as to the accounts and credits of the Employees of
 each Participating Employer. The Trustee may, but need not, register
 Contracts so as to evidence that a particular Participating Employer is the
 interested Employer hereunder, but in the event of an Employee transfer from
 one Participating Employer to another, the employing Participating Employer
 shall immediately notify the Trustee thereof.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|11.6
 AMENDMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|Amendment
 of this Plan by the Employer at any time when there shall be a Participating
 Employer that is an Affiliated Employer hereunder shall only be by the
 written action of each and every Participating Employer and with the consent
 of the Trustee where such consent is necessary in accordance with the terms
 of this Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|11.7
 DISCONTINUANCE OF PARTICIPATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|Except
 in the case of a standardized Plan, any Participating Employer that is an
 Affiliated Employer shall be permitted to discontinue or revoke its
 participation in the Plan at any time. At the time of any such discontinuance
 or revocation,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|(C) 2001
 Markley Actuarial Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

57

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|satisfactory
 evidence thereof and of any applicable conditions imposed shall be delivered
 to the Trustee. The Trustee shall thereafter transfer, deliver and assign
 Contracts and other Trust Fund assets allocable to the Participants of such
 Participating Employer to such new trustee or custodian as shall have been
 designated by such Participating Employer, in the event that it has
 established a separate qualified retirement plan for its employees provided,
 however, that no such transfer shall be made if the result is the elimination
 or reduction of any Section 411(d)(6) protected benefits as described in
 Section 8.1(e). If no successor is designated, the Trustee shall retain such
 assets for the Employees of said Participating Employer pursuant to the
 provisions of Article VII hereof. In no such event shall any part of the
 corpus or income of the Trust Fund as it relates to such Participating
 Employer be used for or diverted to purposes other than for the exclusive
 benefit of the employees of such Participating Employer.                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|11.8
 ADMINISTRATORS AUTHORITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|The
 Administrator shall have authority to make any and all necessary rules or
 regulations, binding upon all Participating Employers and all Participants,
 to effectuate the purpose of this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|11.9
 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|If
 any Participating Employer is prevented in whole or in part from making a
 contribution which it would otherwise have made under the Plan by reason of
 having no current or accumulated earnings or profits, or because such
 earnings or profits are less than the contribution which it would otherwise
 have made, then, pursuant to Code Section 404(a)(3)(B), so much of the
 contribution which such Participating Employer was so prevented from making
 may be made, for the benefit of the participating employees of such
 Participating Employer, by other Participating Employers who are members of
 the same affiliated group within the meaning of Code Section 1504 to the
 extent of their current or accumulated earnings or profits, except that such
 contribution by each such other Participating Employer shall be limited to the
 proportion of its total current and accumulated earnings or profits remaining
 after adjustment for its contribution to the Plan made without regard to this
 paragraph which the total prevented contribution bears to the total current
 and accumulated earnings or profits of all the Participating Employers
 remaining after adjustment for all contributions made to the Plan without
 regard to this paragraph.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|A
 Participating Employer on behalf of whose employees a contribution is made
 under this paragraph shall not be required to reimburse the contributing
 Participating Employers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|ARTICLE XII
 CASH OR DEFERRED PROVISIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|Except
 as specifically provided elsewhere in this Plan, the provisions of this
 Article shall apply with respect to any 401(k) Profit Sharing Plan regardless
 of any provisions in the Plan to the contrary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|12.1 FORMULA
 FOR DETERMINING EMPLOYERS CONTRIBUTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (a)
 For each Plan Year, the Employer will (or may with respect to any discretionary
 contributions) contribute to the Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (1) The
 amount of the total salary reduction elections of all Participants made
 pursuant to Section 12.2(a), which amount shall be deemed Elective Deferrals,
 plus                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (2) If
 elected in the Adoption Agreement, a matching contribution equal to the
 percentage, if any, specified in the Adoption Agreement of the Elective
 Deferrals of each Participant eligible to share in the allocations of the
 matching contribution, which amount shall be deemed an Employers matching
 contribution or Qualified Matching Contribution as elected in the Adoption
 Agreement, plus
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (3) If
 elected in the Adoption Agreement, a Prevailing Wage Contribution or a
 discretionary amount determined each year by the Employer, which amount if
 any, shall be deemed an Employers Non-Elective Contribution, plus                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (4) If
 elected in the Adoption Agreement, a Qualified Non-Elective Contribution.                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (b)
 Notwithstanding the foregoing, if the Employer is not a tax-exempt entity,
 then the Employers contributions for any Fiscal Year may generally not
 exceed the maximum amount allowable as a deduction to the Employer under the
 provisions of Code Section 404. However, to the extent necessary to provide
 the top heavy minimum allocations, the Employer shall make a contribution
 even if it exceeds current or accumulated Net Profit or the amount that is
 deductible under Code Section 404. All contributions by the Employer shall be
 made in cash or in such property as is acceptable to the Trustee.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|(C) 2001
 Markley Actuarial Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

58

---



|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                    
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.2
 PARTICIPANTS SALARY REDUCTION ELECTION
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              | (a)
 Each Participant may elect to defer a portion of Compensation which would
 have been received in the Plan Year, but for the salary reduction election,
 subject to the limitations of this Section and the Adoption Agreement. A
 salary reduction 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, or if later, the later of
 the date the Employer adopts this cash or deferred arrangement or the date
 such arrangement first became effective. Any elections made pursuant to this
 Section shall become effective as soon as is administratively feasible. If
 the automatic election option is elected in the Adoption Agreement, then in
 the event a Participant fails to make a deferral election and does not
 affirmatively elect to receive cash, such Participant shall be deemed to have
 made a deferral election equal to the percentage of Compensation set forth in
 the Adoption Agreement. The automatic election may, in accordance with
 procedures established by the Administrator, be applied to all Participants
 or to Eligible Employees who become Participants after a certain date. For
 purposes of this Section, the annual dollar limitation of Code Section
 401(a)(17) ($150,000 as adjusted) shall not apply.
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              | Additionally,
 if elected in the Adoption Agreement, each Participant may elect to defer a
 different percentage or amount of any cash bonus to be paid by the Employer
 during the Plan Year. A deferral election may not be made with respect to
 cash bonuses which are currently available on or before the date the
 Participant executes such election.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              | The
 amount by which Compensation and/or cash bonuses are reduced shall be that
 Participants Elective Deferrals and shall be treated as an Employer
 contribution and allocated to that Participants Elective Deferral Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              | Once
 made, a Participants election to reduce Compensation shall remain in effect
 until modified or terminated. Modifications may be made as specified in the
 Adoption Agreement, and terminations may be made at any time. Any
 modification or termination of an election will become effective as soon as
 is administratively feasible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              | (b)
 The balance in each Participants Elective Deferral Account, Qualified Matching
 Contribution Account and Qualified Non-Elective Contribution Account shall be
 fully Vested at all times and, except as otherwise provided herein, shall not
 be subject to Forfeiture for any reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              | (c)
 Amounts held in a Participants Elective Deferral Account, Qualified Matching
 Contribution Account and Qualified Non-Elective Account may only be
 distributable as provided in (4), (5) or (6) below or as provided under the
 other provisions of this Plan, but in no event prior to the earlier of the
 following events or any other events permitted by the Code or Regulations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (1) the
 Participants separation from service, Total and Permanent Disability, or
 death;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (2) the
 Participants attainment of age 59 1/2;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (3) the
 proven financial hardship of the Participant, subject to the limitations of
 Section 12.9;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (4) the
 termination of the Plan without the existence at the time of Plan termination
 of another defined contribution plan or the establishment of a successor
 defined contribution plan by the Employer or an Affiliated Employer within
 the period ending twelve months after distribution of all assets from the
 Plan maintained by the Employer. For this purpose, a defined contribution
 does not include an employee stock ownership plan (as defined in Code Section
 4975(e)(7) or 409), a simplified employee pension plan (as defined in Code
 Section 408(k)), or a SIMPLE individual retirement account plan (as defined
 in Code Section 408(p));
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (5) the date
 of the sale by the Employer to an entity that is not an Affiliated Employer
 of substantially all of the assets (within the meaning of Code Section
 409(d)(2)) with respect to a Participant who continues employment with the
 corporation acquiring such assets; or                                                                                                                                                                                                                                                                                                                                                                                
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (6) the date
 of the sale by the Employer or an Affiliated Employer of its interest in a
 subsidiary (within the meaning of Code Section 409(d)(3)) to an entity that
 is not an Affiliated Employer with respect to a Participant who continues
 employment with such subsidiary.                                                                                                                                                                                                                                                                                                                                                                                  
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Distributions
 that are made because of (4), (5), or (6) above must be made in a lump-sum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                              | (d)
 A Participants elective deferrals made under this Plan and all other
 plans, contracts or arrangements of the Employer maintaining this Plan during
 any calendar year shall not exceed the dollar limitation imposed by Code
 Section 402(g), as in effect at the beginning of such calendar year. This
 dollar limitation shall be adjusted annually pursuant to the method provided
 in Code Section 415(d) in accordance with Regulations. For this                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(C) 2001
 Markley Actuarial Services, Inc.   

59

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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|                                           | purpose,
 elective deferrals means, with respect to a calendar year, the sum of all
 employer contributions made on behalf of such Participant pursuant to an
 election to defer under any qualified cash or deferred arrangement as
 described in Code Section 401(k), any salary reduction simplified employee
 pension (as defined in Code Section 408(k)(6)), any SIMPLE IRA plan described
 in Code Section 408(p), any eligible deferred compensation plan under Code
 Section 457, any plans described under Code Section 501(c)(18), and any
 Employer contributions made on the behalf of a Participant for the purchase
 of an annuity contract under Code Section 403(b) pursuant to a salary
 reduction agreement. Elective deferrals shall not include any deferrals
 properly distributed as excess Annual Additions pursuant to Section 4.5.                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|                                           | (e)
 If a Participant has Excess Deferrals for a taxable year, the Participant
 may, not later than March 1st following the close of such taxable year,
 notify the Administrator in writing of such excess and request that the
 Participants Elective Deferrals under this Plan be reduced by an amount
 specified by the Participant. In such event, the Administrator shall direct
 the distribution of 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 Deferrals and Income shall be treated
 as a pro rata distribution of Excess Deferrals and Income. The amount
 distributed shall not exceed the Participants Elective Deferrals 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 Deferrals;                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (2) the
 distribution must be made after the date on which the Plan received the
 Excess Deferrals; and
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (3) the Plan
 must designate the distribution as a distribution of Excess Deferrals.                   
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|                                           | Regardless
 of the preceding, if a Participant has Excess Deferrals solely from elective
 deferrals made under this Plan or any other plan maintained by the Employer,
 a Participant will be deemed to have notified the Administrator of such
 excess amount and the Administrator shall direct the distribution of such Excess
 Deferrals in a manner consistent with the provisions of this subsection.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|                                           | Any
 distribution made pursuant to this subsection shall be made first from
 unmatched Elective Deferrals and, thereafter, from Elective Deferrals which
 are matched. Matching contributions which relate to Excess Deferrals that are
 distributed pursuant to this Section 12.2(e) shall be treated as a Forfeiture
 to the extent required pursuant to Code Section 401(a)(4) and the Regulations
 thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|                                           | For
 the purpose of this subsection, Income means the amount of income or loss
 allocable to a Participants Excess Deferrals, which amount shall be allocated
 in the same manner as income or losses are allocated pursuant to Section
 4.3(c). However, Income for the period between the end of the taxable year
 of the Participant and the date of the distribution (the gap period) is not
 required to be distributed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|                                           | (f)
 Notwithstanding the preceding, a Participants Excess Deferrals shall be
 reduced, but not below zero, by any distribution and/or recharacterization of
 Excess Deferrals pursuant to Section 12.5(a) for the Plan Year beginning with
 or within the taxable year of the Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|                                           | (g)
 In the event a Participant has received a hardship distribution pursuant to
 Regulation 1.401(k)-1(d)(2)(iii)(B) from any other plan maintained by the
 Employer or from the Participants Elective Deferral Account pursuant to
 Section 12.9, then such Participant shall not be permitted to elect to have
 Elective Deferrals contributed to the Plan for a period of twelve (12) months
 following the receipt of the distribution. Furthermore, the dollar limitation
 under Code Section 402(g) shall be reduced, with respect to the Participants
 taxable year following the taxable year in which the hardship distribution
 was made, by the amount of such Participants Elective Deferrals, if any,
 made pursuant to this Plan (and any other plan maintained by the Employer)
 for the taxable year of the hardship distribution.                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|                                           | (h)
 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 Deferral Account shall be used to provide benefits to the Participant
 or the Participants Beneficiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|                                           | (i)
 If during a Plan Year, it is projected that the aggregate amount of Elective
 Deferrals to be allocated to all Highly Compensated Participants under this
 Plan would cause the Plan to fail the tests set forth in Section 12.4, then
 the Administrator may automatically reduce the deferral amount of affected
 Highly Compensated Participants, beginning with the Highly Compensated
 Participant who has the highest actual deferral ratio until it is anticipated
 the Plan will pass the tests or until the actual deferral ratio equals the
 actual deferral ratio of the Highly Compensated Participant having the next
 highest actual deferral ratio. This process may continue until it is
 anticipated that the Plan will satisfy one of the tests set forth in Section
 12.4. Alternatively, the Employer may specify a maximum percentage of
 Compensation that may be deferred by Highly Compensated Participants.                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                        
|(C) 2001
 Markley Actuarial Services, Inc.

60

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|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                                 
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           | (j)
 The Employer and the Administrator shall establish procedures necessary to
 implement the salary reduction elections provided for herein. Such procedures
 may contain limits on salary deferral elections such as limiting elections to
 whole percentages of Compensation or to equal dollar amounts per pay period
 that an election is in effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.3
 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           | (a)
 The Administrator shall establish and maintain an account in the name of each
 Participant to which the Administrator shall credit as of each Anniversary
 Date, or other Valuation Date, all amounts allocated to each such Participant
 as set forth herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           | (b)
 The Employer shall provide the Administrator with all information required by
 the Administrator to make a proper allocation of Employer contributions for
 each Plan Year. Within a reasonable period of time after the date of receipt
 by the Administrator of such information, the Administrator shall allocate
 contributions as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (1) With
 respect to Elective Deferrals made pursuant to Section 12.1(a)(1), to each
 Participants Elective Deferral Account in an amount equal to each such
 Participants Elective Deferrals for the year.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (2) With
 respect to the Employers matching contribution made pursuant to Section
 12.1(a)(2), to each Participants Account, or Participants Qualified
 Matching Contribution Account, as elected in the Adoption Agreement, in
 accordance with Section 12.1(a)(2).                                                                                                                                                                                                                                                                                                                                                                                
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Except,
 however, in order to be entitled to receive any Employer matching
 contribution, a Participant must satisfy the conditions for sharing in the
 Employer matching contribution as set forth in the Adoption Agreement.
 Furthermore, regardless of any election in the Adoption Agreement to the
 contrary, for the Plan Year in which this Plan terminates, a Participant
 shall only be eligible to share in the allocation of the Employers
 contributions for the Plan Year if the Participant is employed at the end of
 the Plan Year and has completed a Year of Service (or Period of Service if
 the Elapsed Time Method is elected).
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (3) With
 respect to the Employers Non-Elective Contribution made pursuant to Section
 12.1(a)(3), to each Participants Account in accordance with the provisions
 of Section 4.3(b)(2) or (3) whichever is applicable.                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (4) With
 respect to the Employers Qualified Non-Elective Contribution made pursuant
 to Section 12.1(a)(4), to each Participants (excluding Highly Compensated
 Employees, if elected in the Adoption Agreement) Qualified Non-Elective
 Contribution Account in accordance with the Adoption Agreement.                                                                                                                                                                                                                                                                                                                                            
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           | (c)
 Notwithstanding anything in the Plan to the contrary, in determining whether
 a Non-Key Employee has received the required minimum allocation pursuant to
 Section 4.3(f) such Non-Key Employees Elective Deferrals and matching
 contributions used to satisfy the ADP tests in Section 12.4 or the ACP tests
 in Section 12.6 shall not be taken into account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           | (d)
 Notwithstanding anything herein to the contrary, Participants who terminated
 employment during the Plan Year shall share in the salary deferral
 contributions made by the Employer for the year of termination without regard
 to the Hours of Service credited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           | (e)
 Notwithstanding anything herein to the contrary (other than Sections 4.3(f)
 and 12.3(f)), Participants shall only share in the allocations of the
 Employers matching contribution made pursuant to Section 12.1(a)(2), the
 Employers Non-Elective Contributions made pursuant to Section 12.1(a)(3),
 the Employers Qualified Non-Elective Contribution made pursuant to Section
 12.1(a)(4), and Forfeitures as provided in the Adoption Agreement. If no
 election is made in the Adoption Agreement, then a Participant shall be
 eligible to share in the allocation of the Employers contribution for the
 year if the Participant completes more than 500 Hours of Service (or three
 (3) Months of Service if the Elapsed Time method is chosen in the Adoption
 Agreement) during the Plan Year or who is employed on the last day of the
 Plan Year. Furthermore, regardless of any election in the Adoption Agreement
 to the contrary, for the Plan Year in which this Plan terminates, a
 Participant shall only be eligible to share in the allocation of the
 Employers contributions for the Plan Year if the Participant is employed at
 the end of the Plan Year and has completed a Year of Service (or Period of
 Service if the Elapsed Time Method is elected).
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                           | (f)
 Notwithstanding anything in this Section to the contrary, the provisions of
 this subsection apply for any Plan Year if, in the non-standardized Adoption
 Agreement, the Employer elected to apply the 410(b) ratio percentage failsafe
 provisions and the Plan fails to satisfy the ratio percentage test due to a
 last day of the Plan Year allocation condition or an Hours of Service (or
 months of service) allocation condition. A plan satisfies the ratio
 percentage test if, on the last day of the Plan Year, the benefiting ratio
 of the Non-Highly Compensated Employees who are includible is at least 70%
 of the benefiting ratio of the Highly Compensated Employees who are                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(C) 2001
 Markley Actuarial Services, Inc.                

61

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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           | includible.
 The benefiting ratio of the Non-Highly Compensated Employees is the number
 of includible Non-Highly Compensated Employees benefiting under the Plan
 divided by the number of includible Employees who are Non-Highly
 Compensated Employees. The benefiting ratio of the Highly Compensated
 Employees is the number of Highly Compensated Employees benefiting under
 the Plan divided by the number of includible Highly Compensated Employees.
 Includible Employees are all Employees other than: (1) those Employees
 excluded from participating in the plan for the entire Plan Year by reason of
 the collective bargaining unit exclusion or the nonresident alien exclusion
 described in the Code or by reason of the age and service requirements of
 Article III; and (2) any Employee who incurs a separation from service during
 the Plan Year and fails to complete at least 501 Hours of Service (or three
 (3) months of service if the Elapsed Time Method is being used) during such
 Plan Year.                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           | For
 purposes of this subsection, an Employee is benefiting under the Plan on a
 particular date if, under the Plan, the Employee is entitled to an Employer
 contribution or an allocation of Forfeitures for the Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           | If
 this subsection applies, then the Administrator will suspend the allocation
 conditions for the includible Non-Highly Compensated Employees who are
 Participants, beginning first with the includible Employees employed by the
 Employer on the last day of the Plan Year, then the includible Employees
 who have the latest separation from service during the Plan Year, and
 continuing to suspend the allocation conditions for each includible
 Employee who incurred an earlier separation from service, from the latest to
 the earliest separation from service date, until the Plan satisfies the
 ratio percentage test for the Plan Year. If two or more includible
 Employees have a separation from service on the same day, then the
 Administrator will suspend the allocation conditions for all such
 includible Employees, irrespective of whether the Plan can satisfy the
 ratio percentage test by accruing benefits for fewer than all such
 includible Employees. If the Plan for any Plan Year suspends the allocation
 conditions for an includible Employee, then that Employee will share in the
 allocation for that Plan Year of the Employer contribution and Forfeitures,
 if any, without regard to whether the Employee has satisfied the other
 allocation conditions set forth in this Section.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | If the Plan
 includes Employer matching contributions subject to ACP testing, this
 subsection applies separately to the Code Section 401(m) portion of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.4 ACTUAL
 DEFERRAL PERCENTAGE TESTS    
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           | (a)
 Except as otherwise provided herein, this subsection applies if the Prior
 Year Testing method is elected in the Adoption Agreement. The Actual
 Deferral Percentage (hereinafter ADP) for a Plan Year for Participants who
 are Highly Compensated Employees (hereinafter HCEs) for each Plan Year and
 the prior years ADP for Participants who were Non-Highly Compensated
 Employees (hereinafter NHCEs) for the prior Plan Year must satisfy one of
 the following tests:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (1) The ADP
 for a Plan Year for Participants who are HCEs for the Plan Year shall not
 exceed the prior years ADP for Participants who were NHCEs for the prior
 Plan Year multiplied by 1.25; or                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (2) The ADP
 for a Plan Year for Participants who are HCEs for the Plan Year shall not
 exceed the prior years ADP for Participants who were NHCEs for the prior
 Plan Year multiplied by 2.0, provided that the ADP for Participants who are
 HCEs does not exceed the prior years ADP for Participants who were NHCEs in
 the prior Plan Year by more than two (2) percentage points.                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Notwithstanding
 the above, for purposes of applying the foregoing tests with respect to the
 first Plan Year in which the Plan permits any Participant to make Elective
 Deferrals, the ADP for the prior years NHCEs shall be deemed to be three
 percent (3%) unless the Employer has elected in the Adoption Agreement to use
 the current Plan Years ADP for these Participants. However, the provisions
 of this paragraph may not be used if the Plan is a successor plan or is
 otherwise prohibited from using such provisions pursuant to IRS Notice 98-1
 (or superseding guidance).
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           | (b)
 Notwithstanding the foregoing, if the Current Year Testing method is elected
 in the Adoption Agreement, the ADP tests in (a)(1) and (a)(2), above shall be
 applied by comparing the current Plan Years ADP for Participants who are
 HCEs with the current Plan Years ADP (rather than the prior Plan Years ADP)
 for Participants who are NHCEs for the current Plan Year. Once made, this
 election can only be changed if the Plan meets the requirements for changing
 to the Prior Year Testing method set forth in IRS Notice 98-1 (or superseding
 guidance). Furthermore, this Plan must use the same testing method for both
 the ADP and ACP tests for Plan Years beginning on or after the date the Employer
 adopts its GUST restated plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           | (c)
 This subsection applies to prevent the multiple use of the test set forth in
 subsection (a)(2) above. Any HCE eligible to make Elective Deferrals pursuant
 to Section 12.2 and to make after-tax voluntary Employee contributions or to
 receive matching contributions under this Plan or under any other plan
 maintained by the Employer or an Affiliated Employer, shall have either the
 actual deferral ratio adjusted in the manner described in Section 12.5 or the
 actual contribution ratio adjusted in the manner described in Section 12.7 so
 that the Aggregate Limit is not                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(C) 2001
 Markley Actuarial Services, Inc.

62

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|------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|DEFINED CONTRIBUTION PLAN                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|                                           | exceeded
 pursuant to Regulation 1.401(m)-2. The amounts in excess of the Aggregate
 Limit shall be treated as either an Excess Contribution or an Excess
 Aggregate Contribution. The ADP and ACP of the HCEs are determined after any
 corrections required to meet the ADP and ACP tests and are deemed to be the
 maximum permitted under such tests for the Plan Year. Multiple use does not
 occur if either the ADP or ACP of the HCEs does not exceed 1.25 multiplied by
 the ADP and ACP of the NHCEs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|                                           | Aggregate
 Limit means the sum of (i) 125 percent of the greater of the ADP of the
 NHCEs for the prior Plan Year or the ACP of such NHCEs under the plan subject
 to Code Section 401(m) for the Plan Year beginning with or within the prior
 Plan Year of the cash or deferred arrangement and (ii) the lesser of 200% or
 two (2) plus the lesser of such ADP or ACP. Lesser is substituted for
 greater in (i) above, and greater is substituted for lesser after two
 (2) plus the in (ii) above if it would result in a larger Aggregate Limit.
 If the Employer has elected in the Adoption Agreement to use the Current Year
 Testing method, then in calculating the Aggregate Limit for a particular
 Plan Year, the NHCEs ADP and ACP for that Plan Year, instead of the prior
 Plan Year, is used.                                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|                                           | (d)
 A Participant is an HCE for a particular Plan Year if the Participant meets
 the definition of an HCE in effect for that Plan Year. Similarly, a
 Participant is an NHCE for a particular Plan Year if the Participant does not
 meet the definition of an HCE in effect for that Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|                                           | (e)
 For the purposes of this Section and Section 12.5, ADP means, for a specific
 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 Plan on behalf of such Participant
 for the Plan Year to (2) the Participants 414(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 Deferrals of HCEs), but excluding (i) Excess Deferrals of
 NHCEs that arise solely from Elective Deferrals made under the plan or plans
 of this Employer and (ii) Elective Deferrals that are taken into account in
 the ACP tests set forth in Section 12.6 (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 to the extent such contributions are not used to
 satisfy the ACP test.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|                                           | The
 actual deferral ratio for each Participant and the ADP for each group shall
 be calculated to the nearest one-hundredth of one percent. Elective Deferrals
 allocated to each Highly Compensated Participants Elective Deferral Account
 shall not be reduced by Excess Deferrals to the extent such excess amounts
 are made under this Plan or any other plan maintained by the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|                                           | (f)
 For purposes of this Section and Section 12.5, a Highly Compensated
 Participant and a Non-Highly Compensated Participant shall include any
 Employee eligible to make salary deferrals pursuant to Section 12.2 for the
 Plan Year. Such Participants who fail to make Elective Deferrals shall be
 treated for ADP purposes as Participants on whose behalf no Elective
 Deferrals are made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|                                           | (g)
 In the event this Plan satisfies the requirements of Code Sections 401(a)(4),
 401(k), or 410(b) only if aggregated with one or more other plans, or if one
 or more other plans satisfy the requirements of such sections of the Code
 only if aggregated with this Plan, then this Section shall be applied by
 determining the ADP of Employees as if all such plans were a single plan. Any
 adjustments to the NHCE ADP for the prior year will be made in accordance
 with IRS Notice 98-1 and any superseding guidance, unless the Employer has
 elected in the Adoption Agreement to use the Current Year Testing method. Plans
 may be aggregated in order to satisfy Code Section 401(k) only if they have
 the same Plan Year and use the same ADP testing method.                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|                                           | (h)
 The ADP for any Participant who is an HCE for the Plan Year and who is
 eligible to have Elective Deferrals (and Qualified Non-Elective Contributions
 or Qualified Matching Contributions, or both, if treated as Elective
 Deferrals for purposes of the ADP test) allocated to such Participants
 accounts under two (2) or more arrangements described in Code Section 401(k),
 that are maintained by the Employer, shall be determined as if such Elective
 Deferrals (and, if applicable, such Qualified Non-Elective Contributions or
 Qualified Matching Contributions, or both) were made under a single
 arrangement for purposes of determining such HCEs actual deferral ratio.
 However, 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 arrangement.
 Notwithstanding the foregoing, certain plans shall be treated as separate if
 mandatorily disaggregated under Regulations under Code Section 401.                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|                                           | (i)
 For purposes of determining the ADP and the amount of Excess Contributions pursuant
 to Section 12.5, only Elective Deferrals, Qualified Non-Elective
 Contributions and Qualified Matching Contributions contributed to the Plan
 prior to the end of the twelve (12) month period immediately following the
 Plan Year to which the contributions relate shall be considered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|                                           | (j)
 Notwithstanding anything in this Section to the contrary, the provisions of
 this Section and Section 12.5 may be applied separately (or will be applied
 separately to the extent required by Regulations) to each plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|(C) 2001
 Markley Actuarial Services, Inc.

63

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|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                           
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     | within the
 meaning of Regulation 1.401(k)-1(g)(11). Furthermore, for Plan Years
 beginning after December 31, 1998, the provisions of Code Section
 401(k)(3)(F) may be used to exclude from consideration all Non-Highly Compensated
 Employees who have not satisfied the minimum age and service requirements of
 Code Section 410(a)(1)(A).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.5
 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     | (a)
 In the event (or, with respect to subsection (c) when the Prior Year Testing
 method is being used, if it is anticipated) that for Plan Years beginning
 after December 31, 1996, the Plan does not satisfy one of the tests set forth
 in Section 12.4, the Administrator shall adjust Excess Contributions or the
 Employer shall make contributions pursuant to the options set forth below or
 any combination thereof. However, if the Prior Year testing method is being
 used and it is anticipated that the Plan might not satisfy one of such tests,
 then the Employer may make contributions pursuant to the options set forth in
 subsection (c) below.                                                                                                                                                                                                                                                                                                          
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     | (b)
 On or before the fifteenth day of the third month following the end of each
 Plan Year, but in no event later than the close of the following Plan Year,
 the Highly Compensated Participant allocated the largest amount of Elective
 Deferrals shall have a portion of such Elective Deferrals (and Income
 allocable to such amounts) distributed (and/or, at the Participants
 election, recharacterized as a after-tax voluntary Employee contribution
 pursuant to Section 4.8) until the total amount of Excess Contributions has
 been distributed, or until the amount of the Participants Elective Deferrals
 equals the Elective Deferrals of the Highly Compensated Participant having
 the next largest amount of Elective Deferrals allocated. This process shall
 continue until the total amount of Excess Contributions has been distributed.
 Any distribution and/or recharacterization of Excess Contributions shall be
 made in the following order:
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (1) With
 respect to the distribution of Excess Contributions, 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 made first from unmatched Elective
 Deferrals and, thereafter, simultaneously from Elective Deferrals which are
 matched and matching contributions which relate to such Elective Deferrals.
 Matching contributions which relate to Excess Contributions shall be
 forfeited unless the related matching contribution is distributed as an
 Excess Aggregate Contribution pursuant to Section 12.7;                                                                                                                                                                         
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      | (iii) shall
 be adjusted for Income; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      | (iv) shall
 be designated by the Employer as a distribution of Excess Contributions (and
 Income).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (2) With
 respect to the recharacterization of Excess Contributions pursuant to (a)
 above, such recharacterized amounts:                                                                                           
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      | (i) shall be
 deemed to have occurred on the date on which the last of those Highly
 Compensated Participants with Excess Contributions to be recharacterized is
 notified of the recharacterization and the tax consequences of such
 recharacterization;                                                                                                                                                                                                                                                                                                                                 
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      | (ii) shall
 not exceed the amount of Elective Deferrals on behalf of any Highly
 Compensated Participant for any Plan Year;                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      | (iii) shall
 be treated as after-tax voluntary Employee contributions for purposes of Code
 Section 401(a)(4) and Regulation 1.401(k)-1(b). However, for purposes of
 Sections 4.3(f) and 9.2 (top heavy rules), recharacterized Excess Contributions
 continue to be treated as Employer contributions that are Elective Deferrals.
 Excess Contributions (and Income attributable to such amounts)
 recharacterized as after-tax voluntary Employee contributions shall continue
 to be nonforfeitable and subject to the same distribution rules provided for
 in Section 12.2(c); and
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      | (iv) are not
 permitted if the amount recharacterized plus after-tax voluntary Employee
 contributions actually made by such Highly Compensated Participant, exceed
 the maximum amount of after-tax voluntary Employee contributions (determined
 prior to application of Section 12.6) that such Highly Compensated
 Participant is permitted to make under the Plan in the absence of
 recharacterization.                                                                                                                                                                              
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (3) Any
 distribution and/or recharacterization of less than the entire amount of
 Excess Contributions shall be treated as a pro rata distribution and/or
 recharacterization of Excess Contributions and Income.
|                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                     
|(C) 2001
 Markley Actuarial Services, Inc.          

64

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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (4) For the
 purpose of this Section, Income means the income or losses allocable to
 Excess Contributions, which amount shall be allocated at the same time and in
 the same manner as income or losses are allocated pursuant to Section 4.3(c).
 However, Income for the period between the end of the Plan Year and the
 date of the distribution (the gap period) is not required to be
 distributed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (5) Excess
 Contributions shall be treated as Employer contributions for purposes of Code
 Sections 404 and 415 even if distributed from the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           | (c)
 Notwithstanding the above, within twelve (12) months after the end of the
 Plan Year (or, if the Prior Year Testing method is used, within twelve (12)
 months after the end of the prior Plan Year), the Employer may make a special
 Qualified Non-Elective Contribution or Qualified Matching Contribution in
 accordance with one of the following provisions which contribution shall be
 allocated to the Qualified Non-Elective Contribution Account or Qualified
 Matching Contribution Account of each Non-Highly Compensated Participant
 eligible to share in the allocation in accordance with such provision. The
 Employer shall provide the Administrator with written notification of the
 amount of the contribution being made and to which provision it relates.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (1) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.4. Such
 contribution shall be allocated in the same proportion that each Non-Highly
 Compensated Participants 414(s) Compensation for the year (or prior year if
 the Prior Year Testing method is being used) bears to the total 414(s) Compensation
 of all Non-Highly Compensated Participants for such year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (2) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.4. Such
 contribution shall be allocated in the same proportion that each Non-Highly
 Compensated Participants 414(s) Compensation for the year (or prior year if
 the Prior Year Testing method is being used) bears to the total 414(s)
 Compensation of all Non-Highly Compensated Participants for such year.
 However, for purposes of this contribution, Non-Highly Compensated
 Participants who are not employed at the end of the Plan Year (or at the end
 of the prior Plan Year if the Prior Year Testing method is being used) and,
 if this is a standardized Plan, who have not completed more than 500 Hours of
 Service (or three (3) consecutive calendar months if the Elapsed Time Method
 is selected in the Adoption Agreement) during such Plan Year, shall not be
 eligible to share in the allocation and shall be disregarded.                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (3) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.4. Such
 contribution shall be allocated in equal amounts (per capita).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (4) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.4. Such
 contribution shall be allocated in equal amounts (per capita). However, for
 purposes of this contribution, Non-Highly Compensated Participants who are not
 employed at the end of the Plan Year (or at the end of the prior Plan Year if
 the Prior Year Testing method is being used) and, if this is a standardized
 Plan, who have not completed more than 500 Hours of Service (or three (3)
 consecutive calendar months if the Elapsed Time Method is selected in the
 Adoption Agreement) during such Plan Year, shall not be eligible to share in
 the allocation and shall be disregarded.                                                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (5) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated
 Participants in an amount sufficient to satisfy (or to prevent an anticipated
 failure of) one of the tests set forth in Section 12.4. Such contribution
 shall be allocated to the Qualified Non-Elective Contribution Account of the
 Non-Highly Compensated Participant having the lowest 414(s) Compensation,
 until one of the tests set forth in Section 12.4 is satisfied (or is
 anticipated to be satisfied), or until such Non-Highly Compensated
 Participant has received the maximum Annual Addition pursuant to Section
 4.4. This process shall continue until one of the tests set forth in Section
 12.4 is satisfied (or is anticipated to be satisfied).                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (6) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.4. Such
 contribution shall be allocated to the Qualified Non-Elective Contribution
 Account of the Non-Highly Compensated Participant having the lowest 414(s)
 Compensation, until one of the tests set forth in Section 12.4 is satisfied
 (or is anticipated to be satisfied), or until such Non-Highly Compensated
 Participant has received the maximum Annual Addition pursuant to Section
 4.4. This process shall continue until one of the tests set forth in Section
 12.4 is satisfied (or is anticipated to be satisfied). However, for purposes
 of this contribution, Non-Highly Compensated Participants who are not
 employed at the end of the Plan Year (or at the end of the prior Plan Year if
 the Prior Year Testing method is being used) and, if this is a standardized
 Plan, who have not completed more than 500 Hours of Service (or three (3)
 consecutive
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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65

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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | calendar
 months if the Elapsed Time Method is selected in the Adoption Agreement)
 during such Plan Year, shall not be eligible to share in the allocation and
 shall be disregarded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (7) A
 Qualified Matching Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.4. Such
 contribution shall be allocated to the Qualified Matching Contribution Account
 of each Non-Highly Compensated Participant in the same proportion that each
 Non-Highly Compensated Participants Elective Deferrals for the year bears to
 the total Elective Deferrals of all Non-Highly Compensated Participants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (8) A
 Qualified Matching Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.4. Such
 contribution shall be allocated to the Qualified Matching Contribution
 Account of each Non-Highly Compensated Participant in the same proportion
 that each Non-Highly Compensated Participants Elective Deferrals for the
 year bears to the total Elective Deferrals of all Non-Highly Compensated
 Participants. However, for purposes of this contribution, Non-Highly
 Compensated Participants who are not employed at the end of the Plan Year (or
 at the end of the prior Plan Year if the Prior Year Testing method is being
 used) and, if this is a standardized Plan, who have not completed more than
 500 Hours of Service (or three (3) consecutive calendar months if the Elapsed
 Time Method is selected in the Adoption Agreement) during such Plan Year,
 shall not be eligible to share in the allocation and shall be disregarded.                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (9) A
 Qualified Matching Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.4. Such
 contribution shall be allocated to the Qualified Matching Contribution
 Account of the Non-Highly Compensated Participant having the lowest Elective
 Deferrals until one of the tests set forth in Section 12.4 is satisfied (or
 is anticipated to be satisfied), or until such Non-Highly Compensated
 Participant has received the maximum Annual Addition pursuant to Section
 4.4. This process shall continue until one of the tests set forth in Section
 12.4 is satisfied (or is anticipated to be satisfied).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (10) A
 Qualified Matching Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.4. Such
 contribution shall be allocated to the Qualified Matching Contribution
 Account of the Non-Highly Compensated Participant having the lowest Elective
 Deferrals until one of the tests set forth in Section 12.4 is satisfied (or
 is anticipated to be satisfied), or until such Non-Highly Compensated
 Participant has received the maximum Annual Addition pursuant to Section
 4.4. This process shall continue until one of the tests set forth in Section
 12.4 is satisfied (or is anticipated to be satisfied). However, for purposes
 of this contribution, Non-Highly Compensated Participants who are not
 employed at the end of the Plan Year (or at the end of the prior Plan Year if
 the Prior Year Testing method is being used) and, if this is a standardized
 Plan, who have not completed more than 500 Hours of Service (or three (3) consecutive
 calendar months if the Elapsed Time Method is selected in the Adoption
 Agreement) during such Plan Year, shall not be eligible to share in the
 allocation and shall be disregarded.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           | (d)
 Any Excess Contributions (and Income) which are distributed on or after 2
 1/2 months after the end of the Plan Year shall be subject to the ten percent
 (10%) Employer excise tax imposed by Code Section 4979.                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.6 ACTUAL
 CONTRIBUTION PERCENTAGE TESTS
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           | (a)
 Except as otherwise provided herein, this subsection applies if the Prior
 Year Testing method is elected in the Adoption Agreement. The Actual
 Contribution Percentage (hereinafter ACP) for Participants who are Highly
 Compensated Employees (hereinafter HCEs) for each Plan Year and the prior
 years ACP for Participants who were Non-Highly Compensated Employees
 (hereinafter NHCEs) for the prior Plan Year must satisfy one of the
 following tests:
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (1) The ACP
 for a Plan Year for Participants who are HCEs for the Plan Year shall not
 exceed the prior years ACP for Participants who were NHCEs for the prior
 Plan Year multiplied by 1.25; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (2) The ACP
 for a Plan Year for Participants who are HCEs for the Plan Year shall not
 exceed the prior years ACP for Participants who were NHCEs for the prior
 Plan Year multiplied by 2.0, provided that the ACP for Participants who are
 HCEs does not exceed the prior years ACP for Participants who were NHCEs in
 the prior Plan Year by more than two (2) percentage points.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Notwithstanding
 the above, for purposes of applying the foregoing tests with respect to the
 first Plan Year in which the Plan permits any Participant to make Employee
 contributions, provides for matching contributions, or both, the ACP for the
 prior years NHCEs shall be deemed to be three percent (3%) unless the
 Employer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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66

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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                            
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | has elected
 in the Adoption Agreement to use the current Plan Years ACP for these
 Participants. However, the provisions of this paragraph may not be used if
 the Plan is a successor plan or is otherwise prohibited from using such
 provisions pursuant to IRS Notice 98-1 (or superseding guidance).
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                            
|                                           | (b)
 Notwithstanding the preceding, if the Current Year Testing method is elected
 in the Adoption Agreement, the ACP tests in (a)(1) and (a)(2), above shall be
 applied by comparing the current Plan Years ACP for Participants who are
 HCEs with the current Plan Years ACP (rather than the prior Plan Years ACP)
 for Participants who are NHCEs for the current Plan Year. Once made, this
 election can only be changed if the Plan meets the requirements for changing
 to the Prior Year Testing method set forth in IRS Notice 98-1 (or superseding
 guidance). Furthermore, this Plan must use the same testing method for both
 the ADP and ACP tests for Plan Years beginning on or after the date the
 Employer adopts its GUST restated plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                            
|                                           | (c) This
 subsection applies to prevent the multiple use of the test set forth in subsection
 (a)(2) above. Any HCE eligible to make Elective Deferrals pursuant to Section
 12.2 and to make after-tax voluntary Employee contributions or to receive
 matching contributions under this Plan or under any other plan maintained by
 the Employer or an Affiliated Employer, shall have either the actual deferral
 ratio adjusted in the manner described in Section 12.5 or the actual
 contribution ratio reduced in the manner described in Section 12.7 so that
 the Aggregate Limit is not exceeded pursuant to Regulation 1.401(m)-2. The
 amounts in excess of the Aggregate Limit shall be treated as either an
 Excess Contribution or an Excess Aggregate Contribution. The ADP and ACP of
 the HCEs are determined after any corrections required to meet the ADP and
 ACP tests and are deemed to be the maximum permitted under such test for the
 Plan Year. Multiple use does not occur if either the ADP or ACP of the HCEs
 does not exceed 1.25 multiplied by the ADP and ACP of the NHCEs.                                                                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                            
|                                           | Aggregate
 Limit means the sum of (i) 125 percent of the greater of the ADP of the
 NHCEs for the Plan Year or the ACP of such NHCEs under the plan subject to
 Code Section 401(m) for the Plan Year beginning with or within the prior Plan
 Year of the cash or deferred arrangement and (ii) the lesser of 200% or two
 plus the lesser of such ADP or ACP. Lesser is substituted for greater in
 (i) above, and greater is substituted for lesser after two plus the in
 (ii) above if it would result in a larger Aggregate Limit. If the Employer
 has elected in the Adoption Agreement to use the Current Year Testing method,
 then in calculating the Aggregate Limit for a particular Plan Year, the
 NHCEs ADP and ACP for that Plan Year, instead of the prior Plan Year, is
 used.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                            
|                                           | (d)
 A Participant is a Highly Compensated Employee for a particular Plan Year if
 the Participant meets the definition of a Highly Compensated Employee in
 effect for that Plan Year. Similarly, a Participant is a Non-highly
 Compensated Employee for a particular Plan Year if the Participant does not
 meet the definition of a Highly Compensated Employee in effect for that Plan
 Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                            
|                                           | (e)
 For the purposes of this Section and Section 12.7, ACP for a specific group
 of Participants for a Plan Year means the average of the Contribution
 Percentages (calculated separately for each Participant in such group). For
 this purpose, Contribution Percentage means the ratio (expressed as a
 percentage) of the Participants Contribution Percentage Amounts to the
 Participants 414(s) Compensation. The actual contribution ratio for each
 Participant and the ACP for each group, shall be calculated to the nearest
 one-hundredth of one percent of the Participants 414(s) Compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                            
|                                           | (f)
 Contribution Percentage Amounts means the sum of (i) after-tax voluntary
 Employee contributions, (ii) Employer Matching Contributions made pursuant
 to Section 12.1(a)(2) (including Qualified Matching Contributions to the
 extent such Qualified Matching Contributions are not used to satisfy the
 tests set forth in Section 12.4), (iii) Excess Contributions recharacterized
 as nondeductible voluntary Employee contributions pursuant to Section 12.5,
 and (iv) Qualified Non-Elective Contributions (to the extent not used to
 satisfy the tests set forth in Section 12.4). However, Contribution
 Percentage Amounts shall not include Matching Contributions that are
 forfeited either to correct Excess Aggregate Contributions or due to Code
 Section 401(a)(4) and the Regulations thereunder because the contributions to
 which they relate are Excess Deferrals, Excess Contributions, or Excess
 Aggregate Contributions. In addition, Contribution Percentage Amounts may
 include Elective Deferrals provided the ADP test in Section 12.4 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.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                            
|                                           | (g)
 For purposes of determining the ACP and the amount of Excess Aggregate
 Contributions pursuant to Section 12.7, only Employer Matching
 Contributions (excluding Matching Contributions forfeited or distributed
 pursuant to Section 12.2(e), 12.5(b), or 12.7(b)) contributed to the Plan
 prior to the end of the succeeding Plan Year shall be considered. In
 addition, the Administrator may elect to take into account, with respect to
 Employees eligible to have Employer Matching Contributions made pursuant to
 Section 12.1(a)(2) or after-tax voluntary Employee contributions made
 pursuant to Section 4.7 allocated to their accounts, elective deferrals (as
 defined in Regulation 1.402(g)-1(b)) and qualified non-elective contributions
 (as defined in Code Section 401(m)(4)(C)) contributed to any plan maintained
 by the Employer. Such elective deferrals and qualified non-elective
 contributions shall be treated as Employer matching contributions subject to
 Regulation 1.401(m)-1(b)(2) which is incorporated herein by reference.                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                            
|(C) 2001
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67

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|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|-------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------
|DEFINED
 CONTRIBUTION PLAN                              
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|                                                         | The Plan
 Year must be the same as the plan year of the plan to which the elective
 deferrals and the qualified non-elective contributions are made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|                                                         | (h)
 In the event that this Plan satisfies the requirements of Code Sections
 401(a)(4), 401(m), or 410(b) only if aggregated with one or more other plans,
 or if one or more other plans satisfy the requirements of such sections of
 the Code only if aggregated with this Plan, then this Section shall be
 applied by determining the ACP of Employees as if all such plans were a
 single plan. Plans may be aggregated in order to satisfy Code section 401(m)
 only if they have the same Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|                                                         | Any
 adjustments to the NHCE ACP for the prior year will be made in accordance
 with IRS Notice 98-1 and any superseding guidance, unless the Employer has
 elected in the Adoption Agreement to use the Current Year Testing method.
 Plans may be aggregated in order to satisfy Code Section 401(k) only if they
 have the same Plan Year and use the same ACP testing method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|                                                         | (i)
 For the purposes of this Section, if an HCE is a Participant under two (2) or
 more plans (other than an employee stock ownership plan as defined in Code
 Section 4975(e)(7)) which are maintained by the Employer or an Affiliated
 Employer to which Matching Contributions, nondeductible voluntary Employee
 contributions, or both, are made, all such contributions on behalf of such
 HCE shall be aggregated for purposes of determining such HCPs actual
 contribution ratio. However, 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.                                                                                                                                                                                                                                                                                                                                                                  
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|                                                         | (j)
 For purposes of this Section and Section 12.7, a Highly Compensated Participant
 and a Non-Highly Compensated Participant shall include any Employee eligible
 to have Matching Contributions made pursuant to Section 12.1(a)(2) (whether
 or not a deferral election was made or suspended pursuant to Section 12.2(g))
 allocated to such Participants account for the Plan Year or to make salary
 deferrals pursuant to Section 12.2 (if the Employer uses salary deferrals to
 satisfy the provisions of this Section) or after-tax voluntary Employee
 contributions pursuant to Section 4.7 (whether or not nondeductible voluntary
 Employee contributions are made) allocated to the Participants account for
 the Plan Year.                                                                                                                                                                                                                                                                                         
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|                                                         | (k)
 For purposes of this Section and Section 12.7, Matching Contribution means
 an Employer contribution made to the Plan, or to a contract described in Code
 Section 403(b), on behalf of a Participant on account of a nondeductible
 voluntary Employee contribution made by such Participant, or on account of a
 Participants elective deferrals under a plan maintained by the Employer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|                                                         | (l)
 For purposes of determining the ACP and the amount of Excess Aggregate
 Contributions pursuant to Section 12.7, only Elective Deferrals, Qualified
 Non-Elective Contributions, Matching Contributions and Qualified Matching
 Contributions contributed to the Plan prior to the end of the twelve (12)
 month period immediately following the Plan Year to which the contributions
 relate shall be considered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|                                                         | (m)
 Notwithstanding anything in this Section to the contrary, the provisions of
 this Section and Section 12.7 may be applied separately (or will be applied
 separately to the extent required by Regulations) to each plan within the
 meaning of Regulation 1.401(k)-1(g)(11). Furthermore, for Plan Years
 beginning after December 31, 1998, the provisions of Code Section
 401(k)(3)(F) may be used to exclude from consideration all Non-Highly
 Compensated Employees who have not satisfied the minimum age and service
 requirements of Code Section 410(a)(1)(A).                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|12.7
 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|                                                         | (a)
 In the event (or, with respect to subsection (g) below when the Prior Year
 Testing method is being used, if it is anticipated) that for Plan Years
 beginning after December 31, 1996, the Plan does not satisfy one of the tests
 set forth in Section 12.6, the Administrator shall adjust Excess Aggregate
 Contributions or the Employer shall make contributions pursuant to the
 options set forth below or any combination thereof. However, if the Prior
 Year testing method is being used and it is anticipated that the Plan might
 not satisfy one of such tests, then the Employer may make contributions
 pursuant to the options set forth in subsection (c) below.                                                                                                                                                                                                                                                                                                                                                 
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|                                                         | (b)
 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
 the Highly Compensated Participant having the largest allocation of
 Contribution Percentage Amounts shall have a portion of such Contribution
 Percentage Amounts (and Income allocable to such amounts) distributed or,
 if non-Vested, Forfeited (including Income allocable to such Forfeitures)
 until the total amount of Excess Aggregate Contributions has been
 distributed, or until the amount of the Participants Contribution
 Percentage Amounts equals the Contribution Percentage Amounts of the
 Highly Compensated Participant having the next largest amount of
 Contribution Percentage Amounts. This process shall continue until the
 total amount of Excess Aggregate Contributions has been distributed or
 forfeited. Any distribution and/or Forfeiture of Contribution Percentage
 Amounts shall be made in the following order:
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (1) Employer
 matching contributions distributed and/or forfeited pursuant to Section
 12.5(b)(1);
|                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                   
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68

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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (2)
 After-tax voluntary Employee contributions including Excess Contributions
 recharacterized as after-tax voluntary Employee contributions pursuant to
 Section 12.5(b)(2);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (3)
 Remaining Employer matching contributions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           | (c)
 Any distribution or Forfeiture 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 Employer as a
 distribution of Excess Aggregate Contributions (and Income). Forfeitures of
 Excess Aggregate Contributions shall be treated in accordance with Section
 4.3. However, no such Forfeiture may be allocated to a Highly Compensated
 Participant whose contributions are reduced pursuant to this Section.                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           | (d)
 For the purpose of this Section, Income means the income or losses
 allocable to Excess Aggregate Contributions, which amount shall be allocated
 at the same time and in the same manner as income or losses are allocated
 pursuant to Section 4.3(c). However, Income for the period between the end
 of the Plan Year and the date of the distribution (the gap period) is not
 required to be distributed.                                                                                                                                                                                                                                                                                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           | (e)
 Excess Aggregate Contributions attributable to amounts other than
 nondeductible voluntary Employee contributions, including forfeited matching
 contributions, shall be treated as Employer contributions for purposes of
 Code Sections 404 and 415 even if distributed from the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           | (f)
 The determination of the amount of Excess Aggregate Contributions with
 respect to any Plan Year shall be made after first determining the Excess
 Contributions, if any, to be treated as nondeductible voluntary Employee
 contributions due to recharacterization for the plan year of any other
 qualified cash or deferred arrangement (as defined in Code Section 401(k))
 maintained by the Employer that ends with or within the Plan Year or which
 are treated as after-tax voluntary Employee contributions due to
 recharacterization pursuant to Section 12.5.                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           | (g)
 Notwithstanding the above, within twelve (12) months after the end of the
 Plan Year (or, if the Prior Year Testing method is used, within twelve (12)
 months after the end of the prior Plan Year), the Employer may make a special
 Qualified Non-Elective Contribution or Qualified Matching Contribution in accordance
 with one of the following provisions which contribution shall be allocated to
 the Qualified Non-Elective Contribution Account or Qualified Matching
 Contribution Account of each Non-Highly Compensated eligible to share in the
 allocation in accordance with such provision. The Employer shall provide the
 Administrator with written notification of the amount of the contribution
 being made and for which provision it is being made pursuant to.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (1) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.6. Such
 contribution shall be allocated in the same proportion that each Non-Highly
 Compensated Participants 414(s) Compensation for the year (or prior year if
 the Prior Year Testing method is being used) bears to the total 414(s)
 Compensation of all Non-Highly Compensated Participants for such year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (2) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.6. Such
 contribution shall be allocated in the same proportion that each Non-Highly
 Compensated Participants 414(s) Compensation for the year (or prior year if
 the Prior Year Testing method is being used) bears to the total 414(s)
 Compensation of all Non-Highly Compensated Participants for such year.
 However, for purposes of this contribution, Non-Highly Compensated
 Participants who are not employed at the end of the Plan Year (or at the end
 of the prior Plan Year if the Prior Year Testing method is being used) and,
 if this is a standardized Plan, who have not completed more than 500 Hours of
 Service (or three (3) consecutive calendar months if the Elapsed Time Method
 is selected in the Adoption Agreement) during such Plan Year, shall not be
 eligible to share in the allocation and shall be disregarded.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (3) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.6. Such
 contribution shall be allocated in equal amounts (per capita).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (4) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.6. Such contribution
 shall be allocated in equal amounts (per capita). However, for purposes of
 this contribution, Non-Highly Compensated Participants who are not employed
 at the end of the Plan Year (or at the end of the prior Plan Year if the
 Prior Year Testing method is being used) and, if this is a standardized Plan,
 who have not completed more than 500 Hours of Service (or three (3)
 consecutive                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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69

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|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                 
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |  | calendar
 months if the Elapsed Time Method is selected in the Adoption Agreement)
 during such Plan Year, shall not be eligible to share in the allocation and
 shall be disregarded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |  | (5) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.6. Such
 contribution shall be allocated to the Qualified Non-Elective Contribution
 Account of the Non-Highly Compensated Participant having the lowest 414(s)
 Compensation, until one of the tests set forth in Section 12.6 is satisfied
 (or is anticipated to be satisfied), or until such Non-Highly Compensated
 Participant has received the maximum Annual Addition pursuant to Section
 4.4. This process shall continue until one of the tests set forth in Section
 12.6 is satisfied (or is anticipated to be satisfied).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |  | (6) A
 Qualified Non-Elective Contribution may be made on behalf of Non-Highly
 Compensated Participants in an amount sufficient to satisfy (or to prevent an
 anticipated failure of) one of the tests set forth in Section 12.6. Such
 contribution shall be allocated to the Qualified Non-Elective Contribution
 Account of the Non-Highly Compensated Participant having the lowest 414(s)
 Compensation, until one of the tests set forth in Section 12.6 is satisfied
 (or is anticipated to be satisfied), or until such Non-Highly Compensated
 Participant has received the maximum Annual Addition pursuant to Section
 4.4. This process shall continue until one of the tests set forth in Section
 12.6 is satisfied (or is anticipated to be satisfied). However, for purposes
 of this contribution, Non-Highly Compensated Employees who are not employed
 at the end of the Plan Year (or at the end of the prior Plan Year if the
 Prior Year Testing method is being used) and, if this is a standardized Plan,
 who have not completed more than 500 Hours of Service (or three (3)
 consecutive calendar months if the Elapsed Time Method is selected in the
 Adoption Agreement) during such Plan Year, shall not be eligible to share in
 the allocation and shall be disregarded.                                                                                   
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |  | (7) A
 Matching Contribution may be made on behalf of Non-Highly Compensated
 Participants in an amount sufficient to satisfy (or to prevent an anticipated
 failure of) one of the tests set forth in Section 12.6. Such contribution
 shall be allocated on behalf of each Non-Highly Compensated Participant in
 the same proportion that each Non-Highly Compensated Participants Elective
 Deferrals for the year bears to the total Elective Deferrals of all
 Non-Highly Compensated Participants. The Employer shall designate, at the
 time the contribution is made, whether the contribution made pursuant to this
 provision shall be a Qualified Matching Contribution allocated to a
 Participants Qualified Matching Contribution Account or an Employer
 Non-Elective Contribution allocated to a Participants Non-Elective Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |  | (8) A
 Matching Contribution may be made on behalf of Non-Highly Compensated
 Participants in an amount sufficient to satisfy (or to prevent an anticipated
 failure of) one of the tests set forth in Section 12.6. Such contribution
 shall be allocated on behalf of each Non-Highly Compensated Participant in
 the same proportion that each Non-Highly Compensated Participants Elective
 Deferrals for the year bears to the total Elective Deferrals of all
 Non-Highly Compensated Participants. The Employer shall designate, at the
 time the contribution is made, whether the contribution made pursuant to this
 provision shall be a Qualified Matching Contribution allocated to a
 Participants Qualified Matching Contribution Account or an Employer
 Non-Elective Contribution allocated to a Participants Non-Elective Account.
 However, for purposes of this contribution, Non-Highly Compensated
 Participants who are not employed at the end of the Plan Year (or at the end
 of the prior Plan Year if the Prior Year Testing method is being used) and,
 if this is a standardized Plan, who have not completed more than 500 Hours of
 Service (or three (3) consecutive calendar months if the Elapsed Time Method
 is selected in the Adoption Agreement) during such Plan Year, shall not be
 eligible to share in the allocation and shall be disregarded.
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |  | (9) A
 Matching Contribution may be made on behalf of Non-Highly Compensated
 Participants in an amount sufficient to satisfy (or to prevent an anticipated
 failure of) one of the tests set forth in Section 12.4. Such contribution
 shall be allocated on behalf of the Non-Highly Compensated Participant having
 the lowest Elective Deferrals until one of the tests set forth in Section
 12.4 is satisfied (or is anticipated to be satisfied), or until such
 Non-Highly Compensated Participant has received the maximum Annual Addition
 pursuant to Section 4.4. This process shall continue until one of the tests
 set forth in Section 12.4 is satisfied (or is anticipated to be satisfied).
 The Employer shall designate, at the time the contribution is made, whether
 the contribution made pursuant to this provision shall be a Qualified
 Matching Contribution allocated to a Participants Qualified Matching
 Contribution Account or an Employer Non-Elective Contribution allocated to a
 Participants Non-Elective Account.                                                                                                                                                                                                                                                                                                                                 
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |  | (10) A
 Matching Contribution may be made on behalf of Non-Highly Compensated
 Participants in an amount sufficient to satisfy (or to prevent an anticipated
 failure of) one of the tests set forth in Section 12.4. Such contribution
 shall be allocated on behalf of the Non-Highly Compensated Participant having
 the lowest Elective Deferrals until one of the tests set forth in Section
 12.4 is satisfied (or is anticipated to be satisfied), or until such
 Non-Highly Compensated Participant has received the maximum Annual Addition
 pursuant to Section 4.4. This process shall continue until one of the tests
 set forth in Section 12.4 is satisfied (or is anticipated to be satisfied).
 The Employer shall designate, at the time the contribution is made, whether
 the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(C) 2001
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70

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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | contribution
 made pursuant to this provision shall be a Qualified Matching Contribution
 allocated to a Participants Qualified Matching Contribution Account or an
 Employer Non-Elective Contribution allocated to a Participants Non-Elective
 Account. However, for purposes of this contribution, Non-Highly Compensated
 Participants who are not employed at the end of the Plan Year (or at the end
 of the prior Plan Year if the Prior Year Testing method is being used) and,
 if this is a standardized Plan, who have not completed more than 500 Hours of
 Service (or three (3) consecutive calendar months if the Elapsed Time Method
 is selected in the Adoption Agreement) during such Plan Year, shall not be
 eligible to share in the allocation and shall be disregarded.                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           | (h)
 Any Excess Aggregate Contributions (and Income) which are distributed on or
 after 2 1/2 months after the end of the Plan Year shall be subject to the ten
 percent (10%) Employer excise tax imposed by Code Section 4979.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|12.8 SAFE
 HARBOR PROVISIONS              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           | (a)
 The provisions of this Section will apply if the Employer has elected, in the
 Adoption Agreement, to use the ADP Test Safe Harbor or ACP Test Safe
 Harbor. If the Employer has elected to use the ADP Test Safe Harbor for a
 Plan Year, then the provisions relating to the ADP test described in Section
 12.4 and in Code Section 401(k)(3) do not apply for such Plan Year. In
 addition, if the Employer has also elected to use the ACP Test Safe Harbor
 for a Plan Year, then the provisions relating to the ACP test described in
 Section 12.6 and in Code Section 401(m)(2) do not apply for such Plan Year.
 Furthermore, to the extent any other provision of the Plan is inconsistent
 with the provisions of this Section, the provisions of this Section will
 govern.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (b) For
 purposes of this Section, the following definitions apply:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (1) ACP
 Test Safe Harbor means the method described in subsection (c) below for
 satisfying the ACP test of Code Section 401(m)(2).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (2) ACP
 Test Safe Harbor Matching Contributions means Matching Contributions
 described in subsection (d)(1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (3) ADP
 Test Safe Harbor means the method described in subsection (c) for satisfying
 the ADP test of Code Section 401(k)(3).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (4) ADP
 Test Safe Harbor Contributions means Matching Contributions and
 nonelective contributions described in subsection (c)(1) below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (5)
 Compensation means Compensation as defined in Section 1.11, except, for
 purposes of this Section, no dollar limit, other than the limit imposed by
 Code Section 401(a)(17), applies to the Compensation of a Non-Highly
 Compensated Employee. However, solely for purposes of determining the
 Compensation subject to a Participants deferral election, the Employer may
 use an alternative definition to the one described in the preceding sentence,
 provided such alternative definition is a reasonable definition within the
 meaning of Regulation 1.414(s)-1(d)(2) and permits each Participant to elect
 sufficient Elective Deferrals to receive the maximum amount of Matching
 Contributions (determined using the definition of Compensation described in
 the preceding sentence) available to the Participant under the Plan. 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (6)
 Eligible Participant means a Participant who is eligible to make Elective
 Deferrals under the Plan for any part of the Plan Year (or who would be
 eligible to make Elective Deferrals but for a suspension due to a hardship
 distribution described in Section 12.9 or to statutory limitations, such as
 Code Sections 402(g) and 415) and who is not excluded as an Eligible
 Participant under the 401(k) Safe Harbor elections in the Adoption
 Agreement.                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (7)
 Matching Contributions means contributions made by the Employer on account
 of an Eligible Participants Elective Deferrals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (c) The
 provisions of this subsection apply for purposes of satisfying the ADP Test
 Safe Harbor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (1) The ADP
 Test Safe Harbor Contribution is the contribution elected by the Employer in
 the Adoption Agreement to be used to satisfy the ADP Test Safe Harbor.
 However, if no contribution is elected in the Adoption Agreement, the
 Employer will contribute to the Plan for the Plan Year a Basic Matching
 Contribution on behalf of each Eligible Employee. The Basic Matching
 Contribution is equal to (i) one-hundred percent (100%) of the amount of an
 Eligible Participants Elective Deferrals that do not exceed three percent
 (3%) of the Participants Compensation for the Plan Year, plus (ii) fifty percent
 (50%) of the amount of the Participants Elective Deferrals that exceed three
 percent (3%) of the Participants Compensation but do not exceed five
 percent (5%) of the Participants Compensation.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (2) Except
 as provided in subsection (e) below, for purposes of the Plan, a Basic
 Matching Contribution or an Enhanced Matching Contribution will be treated as
 a Qualified Matching Contribution and a Nonelective Safe Harbor Contribution
 will be treated as a Qualified Non-Elective Contribution. Accordingly, the
 ADP Test Safe Harbor Contribution will be fully Vested and subject to the
 distribution restrictions set forth in Section 12.2(c) (i.e., may generally
 not be distributed earlier than separation from service, death, disability,
 an event described in Section 401(k)(1), or, in case of a profit sharing
 plan, the attainment of age 59 1/2.). In addition, such contributions must
 satisfy the ADP Test Safe Harbor without regard to permitted disparity
 under Code Section 401(l).
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (3) At least
 thirty (30) days, but not more than ninety (90) days, before the beginning of
 the Plan Year, the Employer will provide each Eligible Participant a
 comprehensive notice of the Participants rights and obligations under the
 Plan, written in a manner calculated to be understood by the average
 Participant. However, if an Employee becomes eligible after the 90th day
 before the beginning of the Plan Year and does not receive the notice for
 that reason, the notice must be provided no more than ninety (90) days before
 the Employee becomes eligible but not later than the date the Employee
 becomes eligible.                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (4) In
 addition to any other election periods provided under the Plan, each
 Eligible Participant may make or modify a deferral election during the
 thirty (30) day period immediately following receipt of the notice described
 in subsection (3) above. Furthermore, if the ADP Test Safe Harbor is a
 Matching Contribution each Eligible Employee must be permitted to elect
 sufficient Elective Deferrals to receive the maximum amount of Matching
 Contributions available to the Participant under the Plan.                                                                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (d) The
 provisions of this subsection apply if the Employer has elected to satisfy
 the ACP Test Safe Harbor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (1) In
 addition to the ADP Test Safe Harbor Contributions, the Employer will make
 any Matching Contributions in accordance with elections made in the
 Adoption Agreement. Such additional Matching Contributions will be
 considered ACP Test Safe Harbor Matching Contributions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (2)
 Notwithstanding any election in the Adoption Agreement to the contrary, an
 Eligible Participants Elective Deferrals in excess of six percent (6%) of
 Compensation may not be taken into account in applying ACP Test Safe
 Harbor Matching Contributions. In addition, effective with respect to Plan
 Years beginning after December 31, 1999, any portion of an ACP Test Safe
 Harbor Matching Contribution attributable to a discretionary Matching
 Contribution may not exceed four percent (4%) of an Eligible Participants
 Compensation.                                                                                                                                                                                                                                                       
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           | (e)
 The Plan is required to satisfy the ACP test of Code Section 401(m)(2), using
 the current year testing method, if the Plan permits after-tax voluntary
 Employee contributions or if matching contributions that do not satisfy the
 ACP Test Safe Harbor may be made to the Plan. In such event, only ADP Test
 Safe Harbor Contributions or ACP Test Safe Harbor Contributions that exceed
 the amount needed to satisfy the ADP Test Harbor or ACP Test Safe Harbor
 (if the Employer has elected to use the ACP Test Safe Harbor) may be
 treated as Qualified Nonelective Contributions or Qualified Matching
 Contributions in applying the ACP test. In addition, in applying the ACP
 test, elective contributions may not treated as matching contributions under
 Code Section 401(m)(3). Furthermore, in applying the ACP test, the Employer
 may elect to disregard with respect to all Eligible Participants (1) all
 Matching Contributions if the only Matching Contributions made to the
 Plan satisfy the ADP Test Safe Harbor Contribution (the Basic Matching
 Contribution or the Enhanced Matching Contribution) and (2) if the ACP
 Test Safe Harbor is satisfied, Matching Contributions that do not exceed
 four percent (4%) of each Participants Compensation.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12.9 ADVANCE
 DISTRIBUTION FOR HARDSHIP   
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           | (a)
 The Administrator, at the election of a Participant, shall direct the Trustee
 to distribute to the Participant in any one Plan Year up to the lesser of (1)
 100% of the accounts as elected in the Adoption Agreement valued as of the
 last Valuation Date or (2) the amount necessary to satisfy the immediate and
 heavy financial need of the Participant. Any distribution made pursuant to
 this Section shall be deemed to be made as of the first day of the Plan Year
 or, if later, the Valuation Date immediately preceding the date of
 distribution, and the account from which the distribution is made shall be
 reduced accordingly. Withdrawal under this Section shall be authorized only
 if the distribution is for one of the following or any other item permitted
 under Regulation 1.401(k)-1(d)(2)(iv):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (1) Medical
 expenses described in Code Section 213(d) incurred by the Participant, the
 Participants spouse, or any of the Participants dependents (as defined in
 Code Section 152) or necessary for these persons to obtain medical care as
 described in Code Section 213(d);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINED CONTRIBUTION PLAN                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (2) Costs
 directly related to the purchase (excluding mortgage payments) of a principal
 residence for the Participant;                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (3) Payment
 of tuition and related educational fees, and room and board expenses, for the
 next twelve (12) months of post-secondary education for the Participant, the
 Participants spouse, children, or dependents (as defined in Code Section
 152); or                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (4) Payments
 necessary to prevent the eviction of the Participant from the Participants
 principal residence or foreclosure on the mortgage on that residence.                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           | (b)
 No distribution shall be made pursuant to this Section unless the
 Administrator, based upon the Participants representation and such other
 facts as are known to the Administrator, 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 any amounts necessary to pay any
 federal, state, or local taxes or penalties reasonably anticipated to result
 from 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 Employer (to the extent the loan would not increase the
 hardship);                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (3) The
 Plan, and all other plans maintained by the Employer, provide that the
 Participants elective deferrals and nondeductible voluntary Employee
 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 Employer, 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.                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           | (c)
 Notwithstanding the above, distributions from the Participants Elective
 Deferral Account, Qualified Matching Contribution Account and Qualified
 Non-Elective Account pursuant to this Section shall be limited solely to the Participants
 Elective Deferrals and any income attributable thereto credited to the
 Participants Elective Deferral Account as of December 31, 1988. Furthermore,
 if a hardship distribution is permitted from more than one account type, the
 Administrator may determine any ordering of a Participants hardship
 distribution from such accounts.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           | (d)
 Any distribution made pursuant to this Section shall be made in a manner
 which is consistent with and satisfies the provisions of Section 6.5, including,
 but not limited to, all notice and consent requirements of Code Sections
 411(a)(11) and 417 and the Regulations thereunder.                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|ARTICLE XIII 
 SIMPLE 401(K) PROVISIONS   
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.1 SIMPLE
 401(k) PROVISIONS            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           | (a)
 If elected in the Adoption Agreement, this Plan is intended to be a SIMPLE
 401(k) plan which satisfies the requirements of Code Sections 401(k)(11) and
 401(m)(10).                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (b) The provisions of this Article apply
 for a year only if the following conditions are met:                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (1) The Employer
 adopting this Plan is an eligible employer. An eligible employer means,
 with respect to any year, an Employer that had no more than 100 Employees
 who received at least $5,000 of compensation from the Employer for the
 preceding year. In applying the preceding sentence, all employees of an
 Affiliated Employer are taken into account.                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | An eligible
 employer that has elected to use the SIMPLE 401(k) provisions but fails to
 be an eligible employer for any subsequent year, is treated as an
 eligible employer for the two (2) years following the last year the
 Employer was an eligible employer. If the failure is due to any
 acquisition, disposition, or similar transaction involving an eligible
 employer, the preceding sentence applies only if the provisions of Code
 Section 410(b)(6)(C)(i) are satisfied.
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (2) No
 contributions are made, or benefits accrued for services during the year,
 on behalf of any eligible employee under any other plan, contract, pension,
 or trust described in Code Section 219(g)(5)(A) or (B), maintained by the
 Employer.                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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DEFINED CONTRIBUTION PLAN

| |                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) To the extent that any other provision of the Plan is inconsistent with the
 provisions of this Article, the provisions of this Article govern.

13.2
DEFINITIONS

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 Compensation means, for purposes of this Article, the sum of the wages,
 tips, and other compensation from the Employer subject to federal income tax
 withholding (as described in Code Section 6051(a)(3)) and the Employees
 salary reduction contributions made under this or any other 401(k) plan, and,
 if applicable, elective deferrals under a Code Section 408(p) SIMPLE plan, a
 SARSEP, or a Code Section 403(b) annuity contract and compensation deferred
 under a Code Section 457 plan, required to be reported by the Employer on
 Form W-2 (as described in Code Section 6051(a)(8)). For self-employed
 individuals, compensation means net earnings from self-employment
 determined under Code Section 1402(a) prior to subtracting any contributions
 made under this Plan on behalf of the individual. The provisions of the plan
 implementing the limit on Compensation under Code Section 401(a)(17) apply to
 the compensation under this Article.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b)
 Eligible employee means, for purposes of this Article, any Participant who
 is entitled to make elective deferrals described in Code Section 402(g) under
 the terms of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c)
 Year means the calendar year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

13.3
CONTRIBUTIONS

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) Salary
 Reduction Contributions                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (1) Each
 eligible employee may make a salary reduction election to have
 compensation reduced for the year in any amount selected by the Employee
 subject to the limitation in subsection (c) below. The Employer will make a
 salary reduction contribution to the Plan, as an Elective Deferral, in the
 amount by which the Employees compensation has been reduced.                                                                                  
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (2) The
 total salary reduction contribution for the year cannot exceed $6,000 for
 any Employee. To the extent permitted by law, this amount will be adjusted to
 reflect any annual cost-of-living increases announced by the IRS.                                                                                                                                                                                                                              
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (b) Other
 Contributions                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (1) Matching
 Contributions. Unless (2) below is elected, each year the Employer will
 make a matching contribution to the Plan on behalf of each Employee who makes
 a salary reduction election under Section 13.3(a). The amount of the matching
 contribution will be equal to the Employees salary reduction contribution up
 to a limit of three percent (3%) of the Employees compensation for the
 full year.                                       
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (2)
 Nonelective Contributions. For any year, instead of a matching
 contribution, the Employer may elect to contribute a nonelective contribution
 of two percent (2%) of compensation for the year for each eligible
 employee who received at least $5,000 of compensation from the Employer
 for the year.                                                                                                                                          
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (c)
 Limitation on Other Contributions                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | No Employer
 or Employee contributions may be made to this Plan for the year other than
 salary reduction contributions described in Section 13.3(a), matching or
 nonelective contributions described in Section 13.3(b) and rollover
 contributions described in Regulation Section 1.402(c)-2, Q&A-1(a).
 Furthermore, the provisions of Section 4.4 which implement the limitations of
 Code Section 415 apply to contributions made pursuant to this Section.

13.4 ELECTION
AND NOTICE REQUIREMENTS

| |  |                                                                                                                                                                                                                                                                                                                                                                     
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) Election
 Period                                                                                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                                                                                     
| |  | (1) In
 addition to any other election periods provided under the Plan, each
 eligible employee may make or modify a salary reduction election during the
 60-day period immediately preceding each January 1st.                                                                                                                                                  
| |  |                                                                                                                                                                                                                                                                                                                                                                     
| |  | (2) For the
 year an Employee becomes eligible to make salary reduction contributions
 under this Article, the 60-day election period requirement of subsection
 (a)(1) is deemed satisfied if the Employee may make or modify a salary
 reduction election during a 60-day period that includes either the date the
 Employee becomes eligible or the day before.

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DEFINED CONTRIBUTION PLAN

| |  |                                                                                                                                                                                                                                       
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (3) Each
 eligible employee may terminate a salary reduction election at any time
 during the year.                                                                                                                               
| |  |                                                                                                                                                                                                                                       
| |  | (b) Notice
 Requirements                                                                                                                                                                                                              
| |  |                                                                                                                                                                                                                                       
| |  | (1) The
 Employer will notify each eligible employee prior to the 60-day election
 period described in Section 13.4(a) that a salary reduction election or a
 modification to a prior election may be made during that period.      
| |  |                                                                                                                                                                                                                                       
| |  | (2) The
 notification described in (1) above will indicate whether the Employer will
 provide a matching contribution described in Section 13.3(b)(1) or a two
 percent (2%) nonelective contribution described in section 13.3(b)(2).

13.5 VESTING
REQUIREMENTS

All benefits attributable to contributions made pursuant to this Article are
nonforfeitable at all times, and all previous contributions made under the Plan
are nonforfeitable as of the beginning of the Plan Year that the 401(k) SIMPLE
provisions apply.

13.6 TOP-HEAVY
RULES

The Plan is not treated as a top heavy plan under Code Section 416 for any year
for which the provisions of this Article are effective and satisfied.

13.7
NONDISCRIMINATION TESTS

The Plan is treated as meeting the requirements of Code Sections
401(k)(3)(A)(ii) and 401(m)(2) for any year for which the provisions of this
Article are effective and satisfied. Accordingly, Sections 12.4, 12.5, 12.6 and
12.7 shall not apply to the Plan.

(C) 2001
Markley Actuarial Services, Inc.

75

---



AMENDMENT TO 
DEFINED CONTRIBUTION PLAN AND TRUST

Effective with respect to Employers adopting this prototype plan on or after
July 1, 2002, Section 7.1(a) of the Plan is amended in its entirety to read as
follows:

| |                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 The provisions of this Article, other than Section 7.6, shall not apply to
 this Plan if a separate trust agreement, that has been approved by the
 Internal Revenue Service for use with this Plan, is being used.

Pursuant to Section 8.1(c) of the Plan, the mass submitter of the prototype
plan has made this amendment (as evidenced by the submission of the amendment
to the Internal Revenue Service for inclusion with the mass submitter prototype
plan) on behalf of minor modifier sponsors that received opinion letters prior
to March 1, 2002, and all identical sponsors of the mass submitter prototype
plan.

---



AMENDMENT NO. 2 TO THE GETTY REALTY CORP. RETIREMENT AND
PROFIT SHARING PLAN

ARTICLE I GENERAL RULES APPLICABLE TO ARTICLES II
THROUGH V

|    |                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1 | Precedence.
 The requirements of this Amendment will take precedence over any inconsistent
 provisions of the Plan.                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                         
|1.2 | Effective
 Date. The provisions of Articles II through V will apply for purposes of
 determining required minimum distributions for calendar years beginning with
 the 2003 calendar year.                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                         
|1.3 | Requirements
 of Treasury Regulations Incorporated. All distributions required under
 Articles II through V will be determined and made in accordance with the
 Treasury regulations under Section 401(a)(9) of the Internal Revenue Code.                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                         
|1.4 | TEFRA
 Section 242(b)(2) Elections. Notwithstanding the other provisions of Articles
 II through V, distributions may be made under a designation made before
 January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and
 Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate
 to Section 242(b)(2) of TEFRA.

ARTICLE II TIME AND MANNER OF MINIMUM DISTRIBUTION
REQUIRED UNDER CODE 
SECTION 401(a)(9)

|    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 | Required
 Beginning Date. The Participants entire interest will be distributed, or
 begin to be distributed, to the Participant no later than the Participants
 required beginning date.                          
|    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                            
|2.2 | Death of
 Participant Before Distributions Begin. If the Participant dies before
 distributions begin, the Participants entire interest will be distributed,
 or begin to be distributed, no later than as follows:
|    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                      | (a) If the
 Participants surviving spouse is the Participants sole designated
 beneficiary, then distributions to the surviving spouse will begin by
 December 31 of the calendar year immediately following the calendar year in
 which the Participant died, or by December 31 of the calendar year in which
 the Participant would have attained age 70 1/2, if later.
|    |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                      | (b) If the
 Participants surviving spouse is not the Participants sole designated
 beneficiary, distributions to the designated beneficiary will begin by
 December 31 of the calendar year immediately following the calendar year in
 which the Participant died.                                                                                                      

1

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (c) If there
 is no designated beneficiary as of September 30 of the year following the
 year of the Participants death, the Participants entire interest will be
 distributed by December 31 of the calendar year containing the fifth
 anniversary of the Participants death.                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (d) If the
 Participants surviving spouse is the Participants sole designated
 beneficiary and the surviving spouse dies after the Participant but before
 distributions to the surviving spouse begin, this Section 2.2, other than
 Section 2.2(a), will apply as if the surviving spouse were the Participant.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                    
|    | For purposes
 of this Section 2.2 and Article IV, unless Section 2.2(d) applies,
 distributions are considered to begin on the Participants required beginning
 date. If Section 2.2(d) applies, distributions are considered to begin on the
 date distributions are required to begin to the surviving spouse under
 Section 2.2(a). If distributions under an annuity purchased from an insurance
 company irrevocably commence to the Participant before the Participants
 required beginning date (or to the Participants surviving spouse before the
 date distributions are required to begin to the surviving spouse under
 Section 2.2(a)), the date distributions are considered to begin is the date
 distributions actually commence.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                    
|2.3 | Forms of
 Distribution. Unless the Participants interest is distributed in the form of
 an annuity purchased from an insurance company or in a single sum on or
 before the required beginning date, as of the first distribution calendar
 year distributions will be made in accordance with Articles 3 and 4 of this
 Amendment. If the Participants interest is distributed in the form of an
 annuity purchased from an insurance company, distributions thereunder will be
 made in accordance with the requirements of Section 401(a)(9) of the Code and
 the Treasury regulations.                                                                                                                                                        

ARTICLE III REQUIRED MINIMUM DISTRIBUTIONS DURING
PARTICIPANTS LIFETIME

|    |                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 | Amount of
 Required Minimum Distribution For Each Distribution Calendar Year. During the
 Participants lifetime, the minimum amount that will be distributed for each
 distribution calendar year is the lesser of:                                                                                   
|    |                                                                                                                                                                                                                                                                                                        
|    | (a) the
 quotient obtained by dividing the Participants account balance by the
 distribution period in the Uniform Lifetime Table set forth in Section
 1.401(a)(9)-9 of the Treasury regulations, using the Participants age as of
 the Participants birthday in the distribution calendar year; or
|    |                                                                                                                                                                                                                                                                                                        
|    | (b) if the
 Participants sole designated beneficiary for the distribution calendar year
 is the Participants spouse, the quotient obtained by dividing the
 Participants account balance by the number in the Joint and Last Survivor
 Table set forth in Section 1.401(a)(9)-9 of                  

2

---



|    |                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | the Treasury
 regulations, using the Participants and spouses attained ages as of the
 Participants and spouses birthdays in the distribution calendar year.                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                           
|3.2 | Lifetime
 Required Minimum Distributions Continue Through Year of Participants Death.
 Required minimum distributions will be determined under this Article 3
 beginning with the first distribution calendar year and up to and including
 the distribution calendar year that includes the Participants date of death.

ARTICLE IV REQUIRED MINIMUM DISTRIBUTIONS AFTER
PARTICIPANTS DEATH

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1 | Death On or
 After Date Distributions Begin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)
 Participant Survived by Designated Beneficiary. If the Participant dies on or
 after the date distributions begin and there is a designated beneficiary, the
 minimum amount that will be distributed for each distribution calendar year
 after the year of the Participants death is the quotient obtained by
 dividing the Participants account balance by the longer of the remaining
 life expectancy of the Participant or the remaining life expectancy of the
 Participants designated beneficiary, determined as follows:                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (1) The
 Participants remaining life expectancy is calculated using the age of the
 Participant in the year of death, reduced by one for each subsequent year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (2) If the
 Participants surviving spouse is the Participants sole designated
 beneficiary, the remaining life expectancy of the surviving spouse is
 calculated for each distribution calendar year after the year of the
 Participants death using the surviving spouses age as of the spouses
 birthday in that year. For distribution calendar years after the year of the
 surviving spouses death, the remaining life expectancy of the surviving
 spouse is calculated using the age of the surviving spouse as of the spouses
 birthday in the calendar year of the spouses death, reduced by one for each
 subsequent calendar year.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (3) If the
 Participants surviving spouse is not the Participants sole designated
 beneficiary, the designated beneficiarys remaining life expectancy is
 calculated using the age of the beneficiary in the year following the year of
 the Participants death, reduced by one for each subsequent year.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b) No
 Designated Beneficiary. If the Participant dies on or after the date
 distributions begin and there is no designated beneficiary as of September 30
 of the year after the year of the Participants death, the minimum amount
 that will be distributed for each distribution calendar year after the year
 of the Participants death is the quotient obtained by dividing the
 Participants account balance by the Participants remaining life expectancy
 calculated using the age of the Participant in the year of death, reduced by
 one for each subsequent year.

3

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.2 | Death Before
 Date Distributions Begin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)
 Participant Survived by Designated Beneficiary. If the Participant dies
 before the date distributions begin and there is a designated beneficiary,
 the minimum amount that will be distributed for each distribution calendar
 year after the year of the Participants death is the quotient obtained by
 dividing the Participants account balance by the remaining life expectancy
 of the Participants designated beneficiary, determined as provided in
 Section 4.1.                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (b) No
 Designated Beneficiary. If the Participant dies before the date distributions
 begin and there is no designated beneficiary as of September 30 of the year
 following the year of the Participants death, distribution of the Participants
 entire interest will be completed by December 31 of the calendar year
 containing the fifth anniversary of the Participants death.                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (c) Death of
 Surviving Spouse Before Distributions to Surviving Spouse Are Required to
 Begin. If the Participant dies before the date distributions begin, the
 Participants surviving spouse is the Participants sole designated
 beneficiary, and the surviving spouse dies before distributions are required
 to begin to the surviving spouse under Section 2.2(a), this Section 4.2 will
 apply as if the surviving spouse were the Participant.                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.3 | Election to
 Apply 5-year rule or the Life Expectancy Rule                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)
 Participants or beneficiaries may elect on an individual basis whether the
 5-year rule in Sections 2.2 of this Amendment or the life expectancy rule in
 4.2 of this Amendment applies to distributions after the death of a
 Participant who has a designated beneficiary. The election must be made no
 later than the earlier of September 30 of the calendar year in which distribution
 would be required to begin under Section 2.2 of this Amendment, or by
 September 30 of the calendar year which contains the fifth anniversary of the
 Participants (or, if applicable, surviving spouses) death. If neither the
 Participant nor beneficiary makes an election under this paragraph,
 distributions will be made in accordance with Sections 2.2 and 4.2 of this
 Amendment.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (b) A
 designated beneficiary who is receiving payments under the 5-year rule may
 make a new election to receive payments under the life expectancy rule until
 December 31, 2003, provided that all amounts that would have been required to
 be distributed under the life expectancy rule for all distribution calendar
 years before 2004 are distributed by the earlier of December 31, 2003 or the
 end of the 5-year period.                                                                                                                                                                                                                                                                                                                                                             

4

---



ARTICLE V DEFINITIONS APPLICABLE TO THE
APPLICATION OF MINIMUM DISTRIBUTIONS 
REQUIRED UNDER CODE SECTION 401(a)(9)

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.1 | Designated
 beneficiary. The individual who is designated as the Beneficiary under the
 Plan and is the designated beneficiary under Section 401(a)(9) of the
 Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury
 regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.2 | Distribution
 calendar year. A calendar year for which a minimum distribution is required.
 For distributions beginning before the Participants death, the first
 distribution calendar year is the calendar year immediately preceding the
 calendar year which contains the Participants required beginning date. For
 distributions beginning after the Participants death, the first distribution
 calendar year is the calendar year in which distributions are required to
 begin under Section 2.2. The required minimum distribution for the
 Participants first distribution calendar year will be made on or before the
 Participants required beginning date. The required minimum distribution for
 other distribution calendar years, including the required minimum
 distribution for the distribution calendar year in which the Participants
 required beginning date occurs, will be made on or before December 31 of that
 distribution calendar year.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.3 | Life
 expectancy. Life expectancy as computed by use of the Single Life Table in
 Section 1.401(a)(9)-9 of the Treasury regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.4 | Participants
 account balance. The account balance as of the last valuation date in the
 calendar year immediately preceding the distribution calendar year (valuation
 calendar year) increased by the amount of any contributions made and
 allocated or forfeitures allocated to the account balance as of dates in the
 valuation calendar year after the valuation date and decreased by
 distributions made in the valuation calendar year after the valuation date.
 The account balance for the valuation calendar year includes any amounts
 rolled over or transferred to the Plan either in the valuation calendar year
 or in the distribution calendar year if distributed or transferred in the
 valuation calendar year.                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.5 | Required
 beginning date. The date specified in the Plan when distributions under
 Section 401(a)(9) of the Internal Revenue Code are required to begin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

ARTICLE VI DEFINITIONS APPLICABLE TO COMPENSATION

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.1 | Effective
 for Plan Years beginning after December 31, 1997, for purposes of any
 definition of compensation under this Plan that includes a reference to
 amounts under Section 125 of the Code, amounts under Section 125 of the Code
 include any amounts not available to a Participant in cash in lieu of group
 health coverage because the Participant is unable to certify that he or she
 has other health coverage. An amount will be treated as an amount under
 Section 125 of the Code only if the Employer does not request or collect
 information regarding the Participants other health coverage as part of the
 enrollment process for the health plan.

5

---



This amendment
has been adopted and executed this 20th day of March, 2003.

|                   |                                                       
|------------------ | ------------------------------------------------------
|Name of
 Plan:     | Getty
 Realty Corp. Retirement and Profit Sharing Plan
|                   |                                                       
|Name of
 Employer: | Getty
 Realty Corp.                                   
|                   |                                                       
|                   |                                                       

|    |                                     | 
|--- | ----------------------------------- | 
|By: | /s/
 THOMAS STIRNWEIS               | 
|    |                                     | 
|    | Thomas
 Stirnweis                   | 
|    | Corporate
 Controller and Treasurer | 
|    | EMPLOYER                            | 
|    |                                     | 
|    | /s/
 THOMAS STIRNWEIS               | 
|    |                                     | 
|    | Thomas
 Stirnweis                   | 
|    | TRUSTEE                             | 
|    |                                     | 
|    | /s/
 RANDI YOUNG FILIP              | 
|    |                                     | 
|    | Randi
 Young Filip                  | 
|    | TRUSTEE                             | 
|    |                                     | 
|    | /s/
 LEO LIEBOWITZ                  | 
|    |                                     | 
|    | Leo Liebowitz                       | 
|    | TRUSTEE                             | 

6

---



NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

ADOPTION AGREEMENT FOR

MARKLEY ACTUARIAL SERVICES, INC.

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN
AND TRUST

The
undersigned Employer adopts Markley Actuarial Services, Inc. Prototype Non-Standardized
401(k) Profit Sharing Plan and Trust and elects the following provisions:

CAUTION:
Failure to properly fill out this Adoption Agreement may result in
disqualification of the Plan.

EMPLOYER
INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a
change in the information in this Employer Information Section.)

|   |                                                |  |                                 
|-- | ---------------------------------------------- |  | --------------------------------
|1. | EMPLOYERS
 NAME, ADDRESS AND TELEPHONE NUMBER
|   |                                                |  |                                 
|   | Name:                                          |  | Getty Realty
 Corp.             
|   |                                                |  |                                 
|   |                                                |  |                                 
|   |                                                |  |                                 
|   | Address:                                       |  | 125 Jericho
 Turnpike, Suite 103
|   |                                                |  |                                 
|   |                                                |  | Street                          

| |         |  |          |  |      
| | ------- |  | -------- |  | -----
| | Jericho |  | New York |  | 11753
| |         |  |          |  |      
| | City    |  | State    |  | Zip  

| |            |              | 
| | ---------- | ------------ | 
| | Telephone: | 516-478-5403 | 
| |            |              | 

|   |                                                              |   |                                                               |   |                                      
|-- | ------------------------------------------------------------ | - | ------------------------------------------------------------- | - | -------------------------------------
|2. | EMPLOYERS
 TAXPAYER IDENTIFICATION NUMBER 11-3412575       
|   |                                                              |   |                                                               |   |                                      
|3. | TYPE OF
 ENTITY                                             
|   |                                                              |   |                                                               |   |                                      
|   | a.                                                           | x | Corporation
 (including Tax-exempt or Non-profit Corporation)
|   |                                                              |   |                                                               |   |                                      
|   | b.                                                           | o | Professional
 Service Corporation                            
|   |                                                              |   |                                                               |   |                                      
|   | c.                                                           | o | S
 Corporation                                               
|   |                                                              |   |                                                               |   |                                      
|   | d.                                                           | o | Limited
 Liability Company that is taxed as:                 
|   |                                                              |   |                                                               |   |                                      
|   |                                                              |   | 1.                                                            | o | a
 partnership or sole proprietorship
|   |                                                              |   |                                                               |   |                                      
|   |                                                              |   | 2.                                                            | o | a
 Corporation                       
|   |                                                              |   |                                                               |   |                                      
|   |                                                              |   | 3.                                                            | o | an S
 Corporation                    
|   |                                                              |   |                                                               |   |                                      
|   | e.                                                           | o | Sole
 Proprietorship                                         
|   |                                                              |   |                                                               |   |                                      
|   | f.                                                           | o | Partnership
 (including Limited Liability)                   
|   |                                                              |   |                                                               |   |                                      
|   | g.                                                           | o | Other:                                                        |   |                                      
|   |                                                              |   |                                                               |   |                                      
|   | AND, the
 Employer is a member of (select all that apply):  
|   |                                                              |   |                                                               |   |                                      
|   | h.                                                           | o | a controlled
 group                                          
|   |                                                              |   |                                                               |   |                                      
|   | i.                                                           | o | an affiliated
 service group                                 
|   |                                                              |   |                                                              
|4. | EMPLOYER
 FISCAL YEAR means the 12 consecutive month period:

| |                |  |                                                    |  |                     
| | -------------- |  | -------------------------------------------------- |  | --------------------
| | Beginning on   |  | January 1                                          |  | (e.g.,
 January 1st)
| |                |  |                                                    |  |                     
| |                |  | month

                                      day   |  |                     
| |                |  |                                                    |  |                     
| | and ending
 on |  | December 31                                        |  |                     
| |                |  |                                                    |  |                     
| |                |  | month

                                      
 day |  |                     

PLAN
INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a
change in the information in Questions 9. through 11.)

|   |                                                       
|-- | ------------------------------------------------------
|5. | PLAN NAME:                                            
|   |                                                       
|   | Getty Realty
 Corp. Retirement and Profit Sharing Plan
|   |                                                       

(C) 2001 Markley Actuarial Services, Inc.

1

---



NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

|   |                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | EFFECTIVE
 DATE                                  
|   |                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a.                                                | o | This is a
 new Plan effective as of ______________ (hereinafter called the Effective
 Date).                                                                                                                                                                                                                                                                                                                                       
|   |                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b.                                                | o | This is an
 amendment and restatement of a previously established qualified plan of the
 Employer which was originally effective___ (hereinafter called the Effective
 Date). The effective date of this amendment and restatement is
 ______________.                                                                                                                                                                             
|   |                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | c.                                                | x | FOR GUST
 RESTATEMENTS: This is an amendment and restatement of a previously
 established qualified plan of the Employer to bring the Plan into compliance
 with GUST (GATT, USERRA, SBJPA and TRA 97). The original Plan effective
 February 1, 1978 (hereinafter called the Effective Date). Except as
 ___________ specifically provided in the Plan, the effective date of this
 amendment and restatement is January 1, 2002.
|   |                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                   |   | (May enter a
 restatement date that is the first day of the current Plan Year. The Plan
 contains appropriate retroactive effective dates with respect to provisions
 for the appropriate laws.)                                                                                                                                                                                                                                     
|   |                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7. | PLAN YEAR
 means the 12 consecutive month period:

| |                |  |                                                  |  |                     
| | -------------- |  | ------------------------------------------------ |  | --------------------
| | Beginning on   |  | January 1st                                      |  | (e.g.,
 January 1st)
| |                |  |                                                  |  |                     
| |                |  | month                                      
 day |  |                     
| |                |  |                                                  |  |                     
| | and ending
 on |  | December 31st                                    |  |                     
| |                |  |                                                  |  |                     
| |                |  | month                                      
 day |  |                     
| |                |  |                                                  |  |                     

| |                                         |   |                |  |                 |  |                      
| | --------------------------------------- | - | -------------- |  | --------------- |  | ---------------------
| | EXCEPT that
 there will be a Short Plan |   |               
| | Year:                                   |   |                |  |                 |  |                      
| |                                         |   |                |  |                 |  |                      
| | a.                                      | x | N/A            |  |                 |  |                      
| |                                         |   |                |  |                 |  |                      
| | b.                                      | o | beginning on   |  |                 |  | (e.g., July
 1, 2000)
| |                                         |   |                |  |                 |  |                      
| |                                         |   |                |  | month day, year |  |                      
| |                                         |   | and ending
 on |  |                 |  |                      
| |                                         |   |                |  |                 |  |                      
| |                                         |   |                |  | month day, year |  |                      

|    |                                       |   |                                                                                                                                                                               
|--- | ------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.  | VALUATION
 DATE means:               
|    |                                       |   |                                                                                                                                                                               
|    | a.                                    | x | Every day
 that the Trustee, any transfer agent appointed by the Trustee or the
 Employer, and any stock exchange used by such agent are open for business
 (daily valuation).
|    |                                       |   |                                                                                                                                                                               
|    | b.                                    | o | The last day
 of each Plan Year.                                                                                                                                              
|    |                                       |   |                                                                                                                                                                               
|    | c.                                    | o | The last day
 of each Plan Year half (semi-annual).                                                                                                                           
|    |                                       |   |                                                                                                                                                                               
|    | d.                                    | o | The last day
 of each Plan Year quarter.                                                                                                                                      
|    |                                       |   |                                                                                                                                                                               
|    | e.                                    | o | Other
 (specify day or dates):___________________(must be at least once each Plan
 Year).                                                                                     
|    |                                       |   |                                                                                                                                                                               
|9.  | PLAN NUMBER
 assigned by the Employer
|    |                                       |   |                                                                                                                                                                               
|    | a.                                    | x | 001                                                                                                                                                                           
|    |                                       |   |                                                                                                                                                                               
|    | b.                                    | o | 002                                                                                                                                                                           
|    |                                       |   |                                                                                                                                                                               
|    | c.                                    | o | 003                                                                                                                                                                           
|    |                                       |   |                                                                                                                                                                               
|    | d.                                    | o | Other:__________________________________________                                                                                                                              
|    |                                       |   |                                                                                                                                                                               
|10. | TRUSTEES:                            
|    |                                       |   |                                                                                                                                                                               
|    | a.                                    | x | Individual
 Trustee(s) who serve as discretionary Trustee(s) over assets not subject to
 control by a corporate Trustee.                                                      

| |                    |  |         
| | ------------------ |  | --------
| | Name(s)            |  | Title(s)
| | Leo
 Liebowitz     |  | Trustee 
| |                    |  |         
| | Randi Young
 Filip |  | Trustee 
| |                    |  |         
| | Thomas
 Stirnweis  |  | Trustee 
| |                    |  |         

| |                               |   |                                            
| | ----------------------------- | - | -------------------------------------------
| | Address and
 Telephone number
| |                               |   |                                            
| | 1.                            | x | Use Employer
 address and telephone number.
| | 2.                            | o | Use address
 and telephone number below:   

| |            |  |      |  |        |  |    
| | ---------- |  | ---- |  | ------ |  | ---
| | Address:   |  |      |  |        |  |    
| |            | 
| |            |  |      |  | Street |  |    
| |            |  |      |  |        |  |    
| |            |  | City |  | State  |  | Zip
| | Telephone: |  |      |  |        |  |    
| |            | 

(C) 2001
Markley Actuarial Services, Inc.

2

---



NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

| |    |   |                   
| | -- | - | ------------------
| | b. | o | Corporate
 Trustee

| |            |  |      |  |        |  |    
| | ---------- |  | ---- |  | ------ |  | ---
| | Name:      |  |      |  |        |  |    
| |            | 
| |            | 
| | Address:   |  |      |  |        |  |    
| |            | 
| |            |  |      |  | Street |  |    
| |            | 
| |            |  |      |  |        |  |    
| |            |  | City |  | State  |  | Zip
| | Telephone: |  |      |  |        |  |    
| |            | 

| |                                             |   |                                                                                      
| | ------------------------------------------- | - | -------------------------------------------------------------------------------------
| | AND, the
 corporate Trustee shall serve as:
| |                                             |   |                                                                                      
| | 1.                                          | o | a directed
 (nondiscretionary) Trustee over all Plan assets except for the following:
| |                                             |   |                                                                                      
| |                                             |   |                                                                                      
| | 2.                                          | o | a
 discretionary Trustee over all Plan assets except for the following:              
| |                                             |   |                                                                                      

| |                                                                |                                                                                                                                                                                                                                                                                                               |    
| | -------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
| | AND, shall a
 separate trust agreement be used with this Plan?
| |                                                                |                                                                                                                                                                                                                                                                                                               |    
| | c.                                                             | o                                                                                                                                                                                                                                                                                                             | Yes
| |                                                                |                                                                                                                                                                                                                                                                                                               |    
| | d.                                                             | x                                                                                                                                                                                                                                                                                                             | No 
| |                                                                |                                                                                                                                                                                                                                                                                                               |    
| | NOTE:                                                          | If Yes is
 selected, an executed copy of the trust agreement between the Trustee and the
 Employer must be attached to this Plan. The Plan and trust agreement will be
 read and construed together. The responsibilities, rights and powers of the
 Trustee shall be those specified in the trust agreement.

|    |                                                                                                                           |   |                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------------------
|11. | PLAN
 ADMINISTRATORS NAME, ADDRESS AND TELEPHONE NUMBER:(If none is named, the
 Employer will become the Administrator.)
|    |                                                                                                                           |   |                                                       
|    | a.                                                                                                                        | x | Employer
 (Use Employer address and telephone number).
|    |                                                                                                                           |   |                                                       
|    | b.                                                                                                                        | o | Use name,
 address and telephone number below:        

| |            |  |      |  |        |  |    
| | ---------- |  | ---- |  | ------ |  | ---
| | Name:      |  |      |  |        |  |    
| |            | 
| |            |  |      |  |        |  |    
| | Address:   |  |      |  |        |  |    
| |            | 
| |            |  |      |  | Street |  |    
| |            |  |      |  |        |  |    
| |            |  | City |  | State  |  | Zip
| | Telephone: |  |      |  |        |  |    
| |            | 

|    |                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|12. | CONSTRUCTION
 OF PLAN                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                          
|    | This Plan
 shall be governed by the laws of the state or commonwealth where the
 Employers (or, in the case of a corporate Trustee, such Trustees) principal
 place of business is located unless another state or commonwealth is
 specified: New York
|    |                                                                                                                                                                                                                                                          

ELIGIBILITY
REQUIREMENTS

|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------------
|13. | ELIGIBLE
 EMPLOYEES (Plan Section 1.18)                                                                                                                 
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    | FOR ALL
 PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN d. or e. BELOW FOR EMPLOYER
 CONTRIBUTIONS) means all Employees (including Leased Employees) EXCEPT:
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    | NOTE:                                                                                                                                                    | If different
 exclusions apply to Elective Deferrals than to other Employer contributions,
 complete this part a.-b. for the Elective Deferral component of the Plan.
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    | a.                                                                                                                                                       | o                                                                                                                                                                     | N/A. No
 exclusions.                                                                                                   
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    | b.                                                                                                                                                       | x                                                                                                                                                                     | The
 following are excluded, except that if b.3. is selected, such Employees will
 be included (select all that apply):
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    |                                                                                                                                                          |                                                                                                                                                                       | 1.                                                                                                                      | x | Union
 Employees (as defined in Plan Section 1.18).                                                                           
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    |                                                                                                                                                          |                                                                                                                                                                       | 2.                                                                                                                      | o | Non-resident
 aliens (as defined in Plan Section 1.18).                                                                       
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    |                                                                                                                                                          |                                                                                                                                                                       | 3.                                                                                                                      | o | Employees
 who became Employees as the result of a Code Section 410(b)(6)(C)
 transaction (as defined in Plan Section 1.18).
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    |                                                                                                                                                          |                                                                                                                                                                       | 4.                                                                                                                      | o | Salaried
 Employees                                                                                                           
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    |                                                                                                                                                          |                                                                                                                                                                       | 5.                                                                                                                      | o | Highly
 Compensated Employees                                                                                                 
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    |                                                                                                                                                          |                                                                                                                                                                       | 6.                                                                                                                      | o | Leased
 Employees                                                                                                             
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    |                                                                                                                                                          |                                                                                                                                                                       | 7.                                                                                                                      | o | Other:                                                                                                                        
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    | HOWEVER,
 different exclusions will apply (select c. OR d. and/or e.):                                                                                  
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    | c.                                                                                                                                                       | x                                                                                                                                                                     | N/A. The
 options elected in a.-b. above apply for all purposes of the Plan.                                           
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    | d.                                                                                                                                                       | o                                                                                                                                                                     | For purposes
 of all Employer contributions (other than Elective Deferrals and matching contributions)...              
|    |                                                                                                                                                          |                                                                                                                                                                       |                                                                                                                         |   |                                                                                                                               
|    | e.                                                                                                                                                       | o                                                                                                                                                                     | For purposes
 of Employer matching contributions...                                                                    

(C) 2001 Markley Actuarial Services, Inc.

3

---



NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

| |                                                                                              |   |                                                                                                                         |   |                                                                                                                                | 
| | -------------------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------------ | 
| | IF d. OR e. IS
SELECTED, the following exclusions apply for such purposes (select f. or g.):
| |                                                                                             
| | f.                                                                                           | o | N/A. No
 exclusions.                                                                                                   
| |                                                                                             
| | g.                                                                                           | o | The
 following are excluded, except that if g.3. is selected, such Employees will
 be included (select all that apply):
| |                                                                                             
| |                                                                                              |   | 1.                                                                                                                      | o | Union
 Employees (as defined in Plan Section 1.18).                                                                           
| |                                                                                             
| |                                                                                              |   | 2.                                                                                                                      | o | Non-resident
 aliens (as defined in Plan Section 1.18).                                                                       
| |                                                                                             
| |                                                                                              |   | 3.                                                                                                                      | o | Employees
 who became Employees as the result of a Code Section 410(b)(6)(C) transaction
 (as defined in Plan Section 1.18).
| |                                                                                             
| |                                                                                              |   | 4.                                                                                                                      | o | Salaried
 Employees                                                                                                           
| |                                                                                             
| |                                                                                              |   | 5.                                                                                                                      | o | Highly
 Compensated Employees                                                                                                 
| |                                                                                             
| |                                                                                              |   | 6.                                                                                                                      | o | Leased
 Employees                                                                                                             
| |                                                                                             
| |                                                                                              |   | 7.                                                                                                                      | o | Other:                                                                                                                         | 
| |                                                                                              |   |                                                                                                                         |   |                                                                                                                                | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14. | THE
 FOLLOWING AFFILIATED EMPLOYER (Plan Section 1.6) will adopt this Plan as a
 Participating Employer (if there is more than one, or if Affiliated Employers
 adopt this Plan after the date the Adoption Agreement is executed, attach a
 list to this Adoption Agreement of such Affiliated Employers including their
 names, addresses, taxpayer identification numbers and types of entities):

| |       |                                                                                                                                                                                                                                                                   
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | NOTE: | Employees of
 an Affiliated Employer that does not adopt this Adoption Agreement as a
 Participating Employer shall not be Eligible Employees. This Plan could
 violate the Code Section 410(b) coverage rules if all Affiliated Employers do
 not adopt the Plan.

| |    |   |                                     |  |  | 
| | -- | - | ----------------------------------- |  |  | 
| | a. | x | N/A                                
| |   
| | b. | o | Name of
 First Affiliated Employer:
| |    |   |                                     | 

| |  |  |          |  | 
| |  |  | -------- |  | 
| |  |  | Address: | 
| |  |  |          | 

| |  |  |      |  |        |  |    
| |  |  | ---- |  | ------ |  | ---
| |  |  |      |  | Street |  |    
| |  |  |      |  |        |  |    
| |  |  |      |  |        |  |    
| |  |  | City |  | State  |  | Zip

| |  |  |            | 
| |  |  | ---------- | 
| |  |  | Telephone: | 
| |  |  |            | 

| |  |  |                                  | 
| |  |  | -------------------------------- | 
| |  |  | Taxpayer
 Identification Number:
| |  |  |                                  | 

| |                                   |   |                                                                                     |  | 
| | --------------------------------- | - | ----------------------------------------------------------------------------------- |  | 
| | AND, the
 Affiliated Employer is:
|
| | c.                                | o | Corporation
 (including Tax-exempt, Non-profit or Professional Service Corporation)
|
| | d.                                | o | S
 Corporation                                                                     
|
| | e.                                | o | Limited
 Liability Company that is taxed as:                                       

| |    |   |                                            |   |                                       | 
| | -- | - | ------------------------------------------ | - | ------------------------------------- | 
| |    |   | 1.                                         | o | a
 partnership or sole proprietorship
|
| |    |   | 2.                                         | o | a
 Corporation                       
|
| |    |   | 3.                                         | o | an S
 Corporation                    
|
| | f. | o | Sole
 Proprietorship                      
|
| | g. | o | Partnership
 (including Limited Liability)
|
| | h. | o | Other:                                    
| |    |   |                                           

|    |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|15. | CONDITIONS
 OF ELIGIBILITY (Plan Section 3.1)                                                                                                            
|   
|    | Any Eligible
 Employee will be eligible to participate in the Plan upon satisfaction of the
 following:                                                  
|    |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                  
|    | NOTE:                                                                                                                                                     | If the
 Year(s) of Service selected is or includes a fractional year, an Employee
 will not be required to complete any specified number of Hours of Service to
 receive credit for such fractional year. If expressed in months of service,
 an Employee will not be required to complete any specified number of Hours of
 Service in a particular month, unless elected in b.4. or i.4. below.
|    |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                  
|    | ELIGIBILITY
 FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN e.-k. BELOW FOR EMPLOYER
 CONTRIBUTIONS) (select a. or all that apply of b., c., and d.):
|   
|    | NOTE:                                                                                                                                                     | If different
 conditions apply to Elective Deferrals than to other Employer contributions,
 complete this part a.-d. for the Elective Deferral component of the Plan.                                                                                                                                                                                                                            

| |    |   |                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                           | 
| | -- | - | --------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | a. | o | No age or
 service required. (Go to e.-g. below)                                                                                                   
|
| | b. | x | Completion
 of the following service requirement which is based on Years of Service (or
 Periods of Service if the Elapsed Time Method is elected):
| |    |   | 1.                                                                                                                                                  | o | No service
 requirement                                                                                                                                                                                                                                                                                                                  
|
| |    |   | 2.                                                                                                                                                  | x | 1/2 Year of Service
 or Period of Service                                                                                                                                                                                                                                                                                                
|
| |    |   | 3.                                                                                                                                                  | o | 1 Year of
 Service or Period of Service                                                                                                                                                                                                                                                                                                  
|
| |    |   | 4.                                                                                                                                                  | o | __________
 - (not to exceed 1,000) Hours of Service within ___________ (not to exceed
 12) months from the Eligible Employees employment commencement date. If an Employee
 does not complete the stated Hours of Service during the specified time
 period, the Employee is subject to the Year of Service requirement in b.3.
 above.
| |    |   |                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                           | 
| |    |   | 5.                                                                                                                                                  | o | Other:                                                                                                                                                                                                                                                                                                                                    | 
| |    |   |                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                           | 

| |     |                                       
| | --- | --------------------------------------
| | (C) | 2001 Markley
 Actuarial Services, Inc.

4

---



Non-Standardized
401(k) Profit Sharing Plan

|    |                                                                                                                                                                                              |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                      |                                                                                                                                                                                                                                                                                                                                         |                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------
|    |                                                                                                                                                                                              |                                                                                                                                                                        | (may not exceed one (1) Year of Service or Period of Service)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | c.                                                                                                                                                                                           | x                                                                                                                                                                      | Attainment
 of age:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | No age
 requirement                                                                                                                                                                                                                                                                                                                    
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | 20 1/2                                                                                                                                                                                                                                                                                                                                 
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | x                                                                                    | 21                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | Other: __________ (may not exceed 21)                                                                                                                                                                                                                                                                                                  
|   
|    | d.                                                                                                                                                                                           | o                                                                                                                                                                      | The service
 and/or age requirements specified above shall be waived with respect to any
 Eligible Employee who was employed on __________ and such Eligible Employee shall enter
 the Plan as of such date.                                                                                                                                                                                                                                                                                                               
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | The
 requirements to be waived are (select one or both):                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | service
 requirement (will let part-time Eligible Employees in Plan)                                                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | age requirement                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                              |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                      |                                                                                                                                                                                                                                                                                                                                        
|    | HOWEVER,
 DIFFERENT ELIGIBILITY CONDITIONS WILL APPLY (select e. OR f. and/or g.):                                                                                                          
|    |                                                                                                                                                                                              |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                      |                                                                                                                                                                                                                                                                                                                                        
|    | e.                                                                                                                                                                                           | o                                                                                                                                                                      | N/A. The
 options elected in a.-d. above apply for all purposes of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | f.                                                                                                                                                                                           | x                                                                                                                                                                      | For purposes
 of all Employer contributions (other than Elective Deferrals and matching
 contributions)...                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | g.                                                                                                                                                                                           | o                                                                                                                                                                      | For purposes
 of Employer matching contributions...                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | If f. OR g.
 IS SELECTED, the following eligibility conditions apply for such purposes:                                                                                                     
|   
|    | h.                                                                                                                                                                                           | o                                                                                                                                                                      | No age or
 service requirements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | i.                                                                                                                                                                                           | x                                                                                                                                                                      | Completion
 of the following service requirement which is based on Years of Service (or
 Periods of Service if the Elapsed Time Method is elected):                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | No service
 requirement                                                                                                                                                                                                                                                                                                                
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | 1/2 Year of
 Service or Period of Service                                                                                                                                                                                                                                                                                              
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | x                                                                                    | 1 Year of
 Service or Period of Service                                                                                                                                                                                                                                                                                                
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | _________
 (not to exceed 1,000) Hours of Service within ____________ (not to exceed 12)
 months from the Eligible Employees employment commencement date. If an
 Employee does not complete the stated Hours of Service during the specified
 time period, the Employee is subject to the Year of Service requirement in
 i.3. above.
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | 1 1/2 Years
 of Service or Periods of Service                                                                                                                                                                                                                                                                                          
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | 2 Years of
 Service or Periods of Service                                                                                                                                                                                                                                                                                              
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | Other:                                                                                                                                                                                                                                                                                                                                  |                                                                 
|    |                                                                                                                                                                                              |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                      |                                                                                                                                                                                                                                                                                                                                         |                                                                 
|    |                                                                                                                                                                                              |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                      |                                                                                                                                                                                                                                                                                                                                         | (may not
 exceed two (2) Years of Service or Periods of Service)
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | NOTE:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | If more than
 one (1) Year of Service is elected 100% immediate vesting is required.
|   
|    | j.                                                                                                                                                                                           | x                                                                                                                                                                      | Attainment
 of age:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | No age
 requirement                                                                                                                                                                                                                                                                                                                    
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | 20 1/2                                                                                                                                                                                                                                                                                                                                 
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | x                                                                                    | 21                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | Other:
 __________ (may not exceed 21)                                                                                                                                                                                                                                                                                                 
|   
|    | k.                                                                                                                                                                                           | o                                                                                                                                                                      | The service
 and/or age requirements specified above shall be waived with respect to any
 Eligible Employee who was employed on and such Eligible Employee shall enter
 the Plan as of such date.                                                                                                                                                                                                                                                                                                                          
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | The
 requirements to be waived are (select one or both):                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | service requirement
 (will let part-time Eligible Employees in Plan)                                                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                    | age requirement                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                                                                                                                                              |                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                      |                                                                                                                                                                                                                                                                                                                                         |                                                                 
|16. | EFFECTIVE
 DATE OF PARTICIPATION (Plan Section 3.2)                                                                                                                                         
|   
|    | An Eligible
 Employee who has satisfied the eligibility requirements will become a
 Participant for all purposes of the Plan (except as elected in g.-p. below
 for Employer contributions):
|   
|    | NOTE:                                                                                                                                                                                        | If different
 entry dates apply to Elective Deferrals than to other Employer contributions,
 complete this part a.-f. for the Elective Deferral component of the Plan.
|   
|    | a.                                                                                                                                                                                           | o                                                                                                                                                                      | the day on
 which such requirements are satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | b.                                                                                                                                                                                           | x                                                                                                                                                                      | the first
 day of the month coinciding with or next following the date on which such
 requirements are satisfied.                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | c.                                                                                                                                                                                           | o                                                                                                                                                                      | the first
 day of the Plan Year quarter coinciding with or next following the date on
 which such requirements are satisfied.                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | d.                                                                                                                                                                                           | o                                                                                                                                                                      | the earlier
 of the first day of the seventh month or the first day of the Plan Year
 coinciding with or next following the date on which such requirements are
 satisfied.                                                                                                                                                                                                                                                                                                                                                
|   
|    | e.                                                                                                                                                                                           | o                                                                                                                                                                      | the first
 day of the Plan Year next following the date on which such requirements are
 satisfied. (Eligibility must be 1/2 Year of Service (or Period of Service) or
 less and age must be 20 1/2 or less.)                                                                                                                                                                                                                                                                                                               
|   
|    | f.                                                                                                                                                                                           | o                                                                                                                                                                      | other:
 ___________________________________________, provided that an Eligible
 Employee who has satisfied the maximum age (21) and service requirements (one
 (1) Year or Period of Service) and who is otherwise entitled to participate,
 shall commence participation no later than the earlier of (a) 6 months after
 such requirements are satisfied, or (b) the first day of the first
 Plan Year after such requirements are satisfied, unless the Employee
 separates from service before such participation date.
|    |                                                                                                                                                                                             
|(C) | 2001 Markley
 Actuarial Services, Inc.                                                                                                                                                      

5

---



NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

| |                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----------------------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | HOWEVER,
 different entry dates will apply (select g. OR h. and/or i.):                  
| |                                                                                          
| | g.                                                                                        | x | N/A. The
 options elected in a.-f. above apply for all purposes of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                          
| | h.                                                                                        | o | For purposes
 of all Employer contributions (other than Elective Deferrals and matching
 contributions)...                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                          
| | i.                                                                                        | o | For purposes
 of Employer matching contributions...                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                          
| |                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | IF h. OR i.
 IS SELECTED, the following entry dates apply for such purposes (select one):
| |                                                                                          
| | j.                                                                                        | o | the first
 day of the month coinciding with or next following the date on which such
 requirements are satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                          
| | k.                                                                                        | o | the first
 day of the Plan Year quarter coinciding with or next following the date on
 which such requirements are satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                          
| | l.                                                                                        | o | the first
 day of the Plan Year in which such requirements are satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | m.                                                                                        | o | the first
 day of the Plan Year in which such requirements are satisfied, if such
 requirements are satisfied in the first 6 months of the Plan Year, or as of
 the first day of the next succeeding Plan Year if such requirements are
 satisfied in the last 6 months of the Plan Year.                                                                                                                                                                                                                                                                                                        
| | n.                                                                                        | o | the earlier
 of the first day of the seventh month or the first day of the Plan Year
 coinciding with or next following the date on which such requirements are
 satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                          
| | o.                                                                                        | o | the first
 day of the Plan Year next following the date on which such requirements are
 satisfied. (Eligibility must be 1/2 (or 1 1/2 if 100% immediate Vesting is
 selected) Year of Service (or Period of Service) or less and age must be 20
 1/2 or less.)                                                                                                                                                                                                                                                                                                                                   
| |                                                                                          
| | p.                                                                                        | o | other:
 ______________________________________________________, provided that an
 Eligible Employee who has satisfied the maximum age (21) and service
 requirements (one (1) Year or Period of Service (or more than one (1) year if
 full and immediate vesting)) and who is otherwise entitled to participate,
 shall commence participation no later than the earlier of (a) 6 months after
 such requirements are satisfied, or (b) the first day of the first Plan Year
 after such requirements are satisfied, unless the Employee separates from
 service before such participation date.

|        |                                                                                             |                                                                                                                                                                                               |                                                                                                                                        |                                                                                                                                                                                                                                  |                                                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SERVICE
|        |                                                                                            
|17.     | RECOGNITION
 OF SERVICE WITH PREDECESSOR EMPLOYER (Plan Sections 1.57 and 1.85)            
|        |                                                                                            
|        | a.                                                                                          | o                                                                                                                                                                                             | No service
 with a predecessor Employer shall be recognized.                                                                          
|        |                                                                                            
|        | b.                                                                                          | x                                                                                                                                                                                             | Service with
 Getty Petroleum Marketing Inc. will be recognized except as follows (select
 1. or all that apply of 2. through 4.):    
|        |                                                                                            
|        |                                                                                             |                                                                                                                                                                                               | 1.                                                                                                                                     | x                                                                                                                                                                                                                                | N/A, no
 limitations.                                                                                                                                                                 
|        |                                                                                            
|        |                                                                                             |                                                                                                                                                                                               | 2.                                                                                                                                     | o                                                                                                                                                                                                                                | service will
 only be recognized for vesting purposes.                                                                                                                                
|        |                                                                                            
|        |                                                                                             |                                                                                                                                                                                               | 3.                                                                                                                                     | o                                                                                                                                                                                                                                | service will
 only be recognized for eligibility purposes.                                                                                                                            
|        |                                                                                            
|        |                                                                                             |                                                                                                                                                                                               | 4.                                                                                                                                     | o                                                                                                                                                                                                                                | service
 prior to ______________ will not be recognized.                                                                                                                              
|        |                                                                                            
|        |                                                                                             |                                                                                                                                                                                               | NOTE:                                                                                                                                  | If the
 predecessor Employer maintained this qualified Plan, then Years of Service
 (and/or Periods of Service) with such predecessor Employer shall be
 recognized pursuant to Plan Sections 1.57 and 1.85 and b.1. will apply.
|        |                                                                                             |                                                                                                                                                                                               |                                                                                                                                        |                                                                                                                                                                                                                                  |                                                                                                                                                                                       
|18.     | SERVICE
 CREDITING METHOD (Plan Sections 1.57 and 1.85)                                    
|        |                                                                                            
|        | NOTE:                                                                                       | If no
 elections are made in this Section, then the Hours of Service Method will be
 used and the provisions set forth in the definition of Year of Service in
 Plan Section 1.85 will apply.
|        |                                                                                            
|        | ELAPSED TIME
 METHOD shall be used for the following purposes (select all that apply):     
|        |                                                                                            
|        | a.                                                                                          | x                                                                                                                                                                                             | N/A. Plan
 only uses the Hours of Service Method.                                                                                     
|        |                                                                                            
|        | b.                                                                                          | o                                                                                                                                                                                             | all
 purposes. (If selected, skip to Question 19.)                                                                                    
|        |                                                                                            
|        | c.                                                                                          | o                                                                                                                                                                                             | eligibility
 to participate.                                                                                                          
|        |                                                                                            
|        | d.                                                                                          | o                                                                                                                                                                                             | vesting.                                                                                                                              
|        |                                                                                            
|        | e.                                                                                          | o                                                                                                                                                                                             | sharing in
 allocations or contributions.                                                                                             
|        |                                                                                            
|        | HOURS OF
 SERVICE METHOD shall be used for the following purposes (select all that
 apply):
|        |                                                                                            
|        | f.                                                                                          | o                                                                                                                                                                                             | N/A. Plan
 only uses the Elapsed Time Method.                                                                                         
|        |                                                                                            
|        | g.                                                                                          | x                                                                                                                                                                                             | eligibility
 to participate in the Plan. The eligibility computation period after the
 initial eligibility computation period shall...
|        |                                                                                            
|        |                                                                                             |                                                                                                                                                                                               | 1.                                                                                                                                     | x                                                                                                                                                                                                                                | shift to the
 Plan Year after the initial computation period.                                                                                                                         
|        |                                                                                            
|        |                                                                                             |                                                                                                                                                                                               | 2.                                                                                                                                     | o                                                                                                                                                                                                                                | be based on
 the date an Employee first performs an Hour of Service (initial computation
 period) and subsequent computation periods shall be based on each anniversary
 date thereof.
|        |                                                                                            
|        | h.                                                                                          | x                                                                                                                                                                                             | vesting. The
 vesting computation period shall be...                                                                                  
|        |                                                                                            
|        |                                                                                             |                                                                                                                                                                                               | 1.                                                                                                                                     | x                                                                                                                                                                                                                                | the Plan
 Year.                                                                                                                                                                       
|        |                                                                                            
|        |                                                                                             |                                                                                                                                                                                               | 2.                                                                                                                                     | o                                                                                                                                                                                                                                | the date an
 Employee first performs an Hour of Service and each anniversary thereof.                                                                                                 
|        |                                                                                            
|        | i.                                                                                          | x                                                                                                                                                                                             | sharing in
 allocations or contributions (the computation period shall be the Plan Year).                                             
|        |                                                                                             |                                                                                                                                                                                               |                                                                                                                                        |                                                                                                                                                                                                                                  |                                                                                                                                                                                       
|(C)     | 2001 Markley
 Actuarial Services, Inc.                                                     

6

---



NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

|        |                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                            
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | AND, IF THE
 HOURS OF SERVICE METHOD IS BEING USED, the Hours of Service will be
 determined on the basis of the method selected below. Only one method may be
 selected. The method selected below will be applied to (select j. or k.):                                                                                    
|        |                                                                                                                                                                                                                                                                                                                              
|        | j.                                                                                                                                                                                                                                                                                                                            | x | all
 Employees.                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                              
|        | k.                                                                                                                                                                                                                                                                                                                            | o | salaried
 Employees only (for hourly Employees, actual Hours of Service will be used).                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                            
|        | ON THE BASIS
 OF:                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                              
|        | l.                                                                                                                                                                                                                                                                                                                            | o | actual hours
 for which an Employee is paid or entitled to payment.                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                              
|        | m.                                                                                                                                                                                                                                                                                                                            | o | days worked.
 An Employee will be credited with ten (10) Hours of Service if under the Plan
 such Employee would be credited with at least one (1) Hour of Service during
 the day.                                                        
|        |                                                                                                                                                                                                                                                                                                                              
|        | n.                                                                                                                                                                                                                                                                                                                            | o | weeks
 worked. An Employee will be credited with forty-five (45) Hours of Service if
 under the Plan such Employee would be credited with at least one (1) Hour of
 Service during the week.                                               
|        |                                                                                                                                                                                                                                                                                                                              
|        | o.                                                                                                                                                                                                                                                                                                                            | o | semi-monthly
 payroll periods worked. An Employee will be credited with ninety-five (95)
 Hours of Service if under the Plan such Employee would be credited with at
 least one (1) Hour of Service during the semi-monthly payroll period.
|        |                                                                                                                                                                                                                                                                                                                              
|        | p.                                                                                                                                                                                                                                                                                                                            | x | months
 worked. An Employee will be credited with one hundred ninety (190) Hours of
 Service if under the Plan such Employee would be credited with at least one
 (1) Hour of Service during the month.                                    
|        |                                                                                                                                                                                                                                                                                                                              
|        | AND, a Year
 of Service means the applicable computation period during which an Employee
 has completed at least:                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                              
|        | q.                                                                                                                                                                                                                                                                                                                            | x | 1000 (may
 not be more than 1,000) Hours of Service(if left blank, the Plan will use
 1,000 Hours of Service).                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                            
|VESTING
|        |                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                            
|19.     | VESTING OF
 PARTICIPANTS INTEREST (Plan Section 6.4(b))Vesting for Employer
 Contributions (except as otherwise elected in j. - q. below for matching
 contributions). The vesting schedule, based on a Participants Years of
 Service (or Periods of Service if the Elapsed Time Method is elected), shall
 be as follows:

| |    |   |                                                                                                                               
| | -- | - | ------------------------------------------------------------------------------------------------------------------------------
| | a. | o | 100% upon
 entering Plan. (Required if eligibility requirement is greater than one (1)
 Year of Service or Period of Service.)

| |    |   |                                                                |  |     |   |  |    |   |                 |  |     |  
| | -- | - | -------------------------------------------------------------- |  | --- | - |  | -- | - | --------------- |  | --- | -
| | b. | o | 3 Year
 Cliff:                                                 |  |     |   |  | c. | o | 5 Year
 Cliff:  |  |     |  
| |    |   | 0-2 years                                                      |  | 0   | % |  |    |   | 0-4 years       |  | 0   | %
| |    |   | 3 years                                                        |  | 100 | % |  |    |   | 5 years         |  | 100 | %
| |    |   |                                                                |  |     |   |  |    |   |                 |  |     |  
| | d. | x | 6 Year
 Graded:                                                |  |     |   |  | e. | o | 4 Year
 Graded: |  |     |  
| |    |   | 0-1 year                                                       |  | 0   | % |  |    |   | 1 year          |  | 25  | %
| |    |   | 2 years                                                        |  | 20  | % |  |    |   | 2 years         |  | 50  | %
| |    |   | 3 years                                                        |  | 40  | % |  |    |   | 3 years         |  | 75  | %
| |    |   | 4 years                                                        |  | 60  | % |  |    |   | 4 years         |  | 100 | %
| |    |   | 5 years                                                        |  | 80  | % |  |    |   |                 |  |     |  
| |    |   | 6 years                                                        |  | 100 | % |  |    |   |                 |  |     |  
| |    |   |                                                                |  |     |   |  |    |   |                 |  |     |  
| | f. | o | 5 Year
 Graded:                                                |  |     |   |  | g. | o | 7 Year
 Graded: |  |     |  
| |    |   | 1 year                                                         |  | 20  | % |  |    |   | 0-2 years       |  | 0   | %
| |    |   | 2 years                                                        |  | 40  | % |  |    |   | 3 years         |  | 20  | %
| |    |   | 3 years                                                        |  | 60  | % |  |    |   | 4 years         |  | 40  | %
| |    |   | 4 years                                                        |  | 80  | % |  |    |   | 5 years         |  | 60  | %
| |    |   | 5 years                                                        |  | 100 | % |  |    |   | 6 years         |  | 80  | %
| |    |   |                                                                |  |     |   |  |    |   | 7 years         |  | 100 | %
| | h. | o | Other - Must
 be at least as liberal as either c. or g. above.

| |         |            | 
| | ------- | ---------- | 
| | Service | Percentage | 
| | _____   | _____      | 
| | _____   | _____      | 
| | _____   | _____      | 
| | _____   | _____      | 
| | _____   | _____      | 
| | _____   | _____      | 
| | _____   | _____      | 

|    |                                       
|--- | --------------------------------------
|(C) | 2001 Markley
 Actuarial Services, Inc.

7

---



NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

| |                                                                                                                                                                                           |   |                                                                                                                                                     | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | VESTING FOR
 EMPLOYER MATCHING CONTRIBUTIONS                                                                                                                                             
|
| | The vesting
 schedule for Employer matching contributions, based on a Participants Years
 of Service (or Periods of Service if the Elapsed Time Method is
 elected) shall be as follows:
|
| | i.                                                                                                                                                                                        | x | N/A. There
 are no matching contributions subject to a vesting schedule OR the schedule
 in a.-h. above shall also apply to matching contributions.
|
| | j.                                                                                                                                                                                        | o | 100% upon
 entering Plan. (Required if eligibility requirement is greater than one (1)
 Year of Service or Period of Service.)                     
|
| | k.                                                                                                                                                                                        | o | 3 Year Cliff                                                                                                                                       
|
| | l.                                                                                                                                                                                        | o | 5 Year Cliff                                                                                                                                       
|
| | m.                                                                                                                                                                                        | o | 6 Year
 Graded                                                                                                                                     
|
| | n.                                                                                                                                                                                        | o | 4 Year
 Graded                                                                                                                                     
|
| | o.                                                                                                                                                                                        | o | 5 Year
 Graded                                                                                                                                     
|
| | p.                                                                                                                                                                                        | o | 7 Year
 Graded                                                                                                                                     
|
| | q.                                                                                                                                                                                        | o | Other - Must
 be at least as liberal as either l. or p. above.                                                                                     

| |         |            | 
| | ------- | ---------- | 
| | Service | Percentage | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 

|    |                                                                                                                |   |                                                                                                                                        | 
|--- | -------------------------------------------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------------------------------------- | 
|20. | FOR AMENDED
 PLANS (Plan Section 5.9(g))                                                                      
|   
|    | If the
 vesting schedule has been amended to a less favorable schedule, enter the
 pre-amended schedule below:
|   
|    | a.                                                                                                             | x | Vesting
 schedule has not been amended, amended schedule is more favorable in all
 years or prior schedule was immediate 100% vesting.
|   
|    | b.                                                                                                             | o | Pre-amended
 schedule:                                                                                                                

| |         |            | 
| | ------- | ---------- | 
| | Service | Percentage | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 

|    |                                       
|--- | --------------------------------------
|(C) | 2001 Markley
 Actuarial Services, Inc.

8

---



NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                |     |  |  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------------------------------------------------------------------------------- | --- |  | -
|21. | TOP HEAVY
 VESTING (Plan Section 6.4(c))                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | If this Plan
 becomes a Top Heavy Plan, the following vesting schedule, based on number of
 Years of Service (or Periods of Service if the Elapsed Time Method is
 elected), shall apply and shall be treated as a Plan amendment pursuant to
 this Plan. Once effective, this schedule shall also apply to any contributions
 made before the Plan became a Top Heavy Plan and shall continue to apply if
 the Plan ceases to be a Top Heavy Plan unless an amendment is made to change
 the vesting schedule.
|   
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | x | N/A (the
 regular vesting schedule already satisfies one of the minimum top heavy
 schedules).
|   
|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | o | 6 Year
 Graded:                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 0-1 year                                                                                       | 0   |  | %
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 2 years                                                                                        | 20  |  | %
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 3 years                                                                                        | 40  |  | %
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 4 years                                                                                        | 60  |  | %
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 5 years                                                                                        | 80  |  | %
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 6 years                                                                                        | 100 |  | %
|   
|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | o | 3 Year
 Cliff:                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 0-2 years                                                                                      | 0   |  | %
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 3 years                                                                                        | 100 |  | %
|   
|    | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | o | Other - Must
 be at least as liberal as either b. or c. above.                                

| |         |            | 
| | ------- | ---------- | 
| | Service | Percentage | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 
| | ______  | ______     | 

|    |                                                                                                                              |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | NOTE:                                                                                                                        | This Section
 does not apply to the account balances of any Participant who does not have
 an Hour of Service after the Plan has initially become top heavy. Such
 Participants Account balance attributable to Employer contributions and
 Forfeitures will be determined without regard to this Section.
|    |                                                                                                                             
|22. | EXCLUDED
 VESTING SERVICE                                                                                                   
|   
|    | a.                                                                                                                           | x                                                                                                                                                                                                                                                                                                           | No
 exclusions.                                                                                                                                                                               
|   
|    | b.                                                                                                                           | o                                                                                                                                                                                                                                                                                                           | Service
 prior to the Effective Date of the Plan or a predecessor plan.                                                                                                                       
|   
|    | c.                                                                                                                           | o                                                                                                                                                                                                                                                                                                           | Service
 prior to the time an Employee has attained age 18.                                                                                                                                   
|    |                                                                                                                              |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                               
|23. | VESTING FOR
 DEATH AND TOTAL AND PERMANENT DISABILITY                                                                       
|   
|    | Regardless
 of the vesting schedule, Participants shall become fully Vested upon (select
 a. or all that apply of b. and c.)
|    |                                                                                                                              |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                               
|    | a.                                                                                                                           | o                                                                                                                                                                                                                                                                                                           | N/A. Apply
 vesting schedule, or all contributions to the Plan are fully Vested.                                                                                                              
|   
|    | b.                                                                                                                           | x                                                                                                                                                                                                                                                                                                           | Death.                                                                                                                                                                                        
|   
|    | c.                                                                                                                           | x                                                                                                                                                                                                                                                                                                           | Total and
 Permanent Disability.                                                                                                                                                              
|    |                                                                                                                              |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                               
|24. | NORMAL
 RETIREMENT AGE (NRA) (Plan Section 1.45) means the:                                                               
|   
|    | a.                                                                                                                           | x                                                                                                                                                                                                                                                                                                           | date of a
 Participants 65th birthday (not to exceed 65th).                                                                                                                                  
|   
|    | b.                                                                                                                           | o                                                                                                                                                                                                                                                                                                           | later of a
 Participants ______ birthday (not to exceed 65th) or the ______ (not to
 exceed 5th) anniversary of the first day of the Plan Year in which
 participation in the Plan commenced.
|    |                                                                                                                              |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                               
|25. | NORMAL
 RETIREMENT DATE (Plan Section 1.46) means the:                                                                      
|   
|    | a.                                                                                                                           | o                                                                                                                                                                                                                                                                                                           | Participants
 NRA.                                                                                                                                                                         
|   
|    | OR (select
 one)                                                                                                            
|   
|    | b.                                                                                                                           | x                                                                                                                                                                                                                                                                                                           | first day of
 the month coinciding with or next following the Participants NRA.                                                                                                            
|   
|    | c.                                                                                                                           | o                                                                                                                                                                                                                                                                                                           | first day of
 the month nearest the Participants NRA.                                                                                                                                      
|   
|    | d.                                                                                                                           | o                                                                                                                                                                                                                                                                                                           | Anniversary
 Date coinciding with or next following the Participants NRA.                                                                                                                  
|   
|    | e.                                                                                                                           | o                                                                                                                                                                                                                                                                                                           | Anniversary
 Date nearest the Participants NRA.                                                                                                                                            
|    |                                                                                                                              |                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                               
|26. | EARLY
 RETIREMENT DATE (Plan Section 1.15) means the:                                                                       
|   
|    | a.                                                                                                                           | o                                                                                                                                                                                                                                                                                                           | No Early
 Retirement provision provided.                                                                                                                                                      
|   
|    | b.                                                                                                                           | o                                                                                                                                                                                                                                                                                                           | date on
 which a Participant...                                                                                                                                                               
|   
|    | c.                                                                                                                           | x                                                                                                                                                                                                                                                                                                           | first day of
 the month coinciding with or next following the date on which a
 Participant...                                                                                                 
|   
|    | d.                                                                                                                           | o                                                                                                                                                                                                                                                                                                           | Anniversary
 Date coinciding with or next following the date on which a Participant...                                                                                                        

|    |      |                                  
|--- | ---- | ---------------------------------
|(C) | 2002 | Markley
 Actuarial Services, Inc.

9

---



NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         |                                                                                                          |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             | AND, if b.,
 c., or d. is selected...                                                                                                                                                           
|            
|             | e.                                                                                                                                                                                               | o                                                                                                                                                                                                                       | attains age.                                                                                            
|            
|             | f.                                                                                                                                                                                               | x                                                                                                                                                                                                                       | attains age
 55 and completes at least 6 Years of Service (or Periods of Service) for
 vesting purposes.
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         |                                                                                                          |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|             | AND, if b.,
 c. or d. is selected, shall a Participant become fully Vested upon
 attainment of the Early Retirement Date?                                                                       
|            
|             | g.                                                                                                                                                                                               | x                                                                                                                                                                                                                       | Yes                                                                                                     
|            
|             | h.                                                                                                                                                                                               | o                                                                                                                                                                                                                       | No                                                                                                      
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         |                                                                                                          |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|COMPENSATION
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         |                                                                                                          |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|27.          | COMPENSATION
 (Plan Section 1.11) with respect to any Participant means:                                                                                                                        
|            
|             | a.                                                                                                                                                                                               | x                                                                                                                                                                                                                       | Wages, tips
 and other compensation on Form W-2.                                                        
|            
|             | b.                                                                                                                                                                                               | o                                                                                                                                                                                                                       | Section
 3401(a) wages (wages for withholding purposes).                                                
|            
|             | c.                                                                                                                                                                                               | o                                                                                                                                                                                                                       | 415
 safe-harbor compensation.                                                                          
|             |                                                                                                                                                                                                 
|             | COMPENSATION
 shall be based on the following determination period:                                                                                                                             
|            
|             | d.                                                                                                                                                                                               | x                                                                                                                                                                                                                       | the Plan
 Year.                                                                                         
|            
|             | e.                                                                                                                                                                                               | o                                                                                                                                                                                                                       | the Fiscal
 Year coinciding with or ending within the Plan Year.                                        
|            
|             | f.                                                                                                                                                                                               | o                                                                                                                                                                                                                       | the calendar
 year coinciding with or ending within the Plan Year.                                      
|            
|             | NOTE:                                                                                                                                                                                            | The
 Limitation Year for Code Section 415 purposes shall be the same as the
 determination period for Compensation unless an alternative period is
 specified: ___________ (must be a consecutive twelve month period).
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         |                                                                                                          |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|             | ADJUSTMENTS
 TO COMPENSATION                                                                                                                                                                    
|            
|             | g.                                                                                                                                                                                               | o                                                                                                                                                                                                                       | N/A. No
 adjustments.                                                                                   
|            
|             | h.                                                                                                                                                                                               | x                                                                                                                                                                                                                       | Compensation
 shall be adjusted by: (select all that apply)                                             
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 1.                                                                                                       | x                                                                                                                                                                                                                                                      | including
 compensation which is not currently includible in the Participants gross
 income by reason of the application of Code Sections 125 (cafeteria plan),
 132(f)(4) (qualified transportation fringe), 402(e)(3) (401(k) plan),
 402(h)(1)(B) (simplified employee pension plan), 414(h) (employer pickup
 contributions under a governmental plan), 403(b) (tax sheltered annuity) or
 457(b) (eligible deferred compensation plan).
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 2.                                                                                                       | x                                                                                                                                                                                                                                                      | excluding
 reimbursements or other expense allowances, fringe benefits (cash or
 non-cash), moving expenses, deferred compensation (other than deferrals
 specified in 1. above) and welfare benefits.                                                                                                                                                                                                                                       
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 3.                                                                                                       | o                                                                                                                                                                                                                                                      | excluding
 Compensation paid during the determination period while not a Participant in
 the component of the Plan for which the definition is being used.                                                                                                                                                                                                                                                                                   
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 4.                                                                                                       | o                                                                                                                                                                                                                                                      | excluding
 overtime.                                                                                                                                                                                                                                                                                                                                                                                                                         
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 5.                                                                                                       | o                                                                                                                                                                                                                                                      | excluding
 bonuses.                                                                                                                                                                                                                                                                                                                                                                                                                          
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 6.                                                                                                       | o                                                                                                                                                                                                                                                      | excluding
 commissions.                                                                                                                                                                                                                                                                                                                                                                                                                      
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 7.                                                                                                       | x                                                                                                                                                                                                                                                      | other:
 excluding reportable income from the sale, exchange or other disposition of
 stock acquired under a stock option plan.                                                                                                                                                                                                                                                                                                               
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | NOTE:                                                                                                    | Options 4., 5., 6. or 7. may not be selected if an integrated
 allocation formula is selected (i.e., if 33.f. is selected). In addition, if
 4., 5., 6., or 7. is selected, the definition of Compensation could violate
 the nondiscrimination rules.
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         |                                                                                                          |                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|             | HOWEVER, FOR
 SALARY DEFERRAL AND MATCHING PURPOSES Compensation shall be adjusted by (for
 such purposes, the Plan automatically includes Elective Deferrals and other
 amounts in h.1. above):
|            
|             | i.                                                                                                                                                                                               | o                                                                                                                                                                                                                       | N/A. No
 adjustments or same adjustments as in above.                                                   
|            
|             | j.                                                                                                                                                                                               | x                                                                                                                                                                                                                       | Compensation
 shall be adjusted by: (select all that apply)                                             
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 1.                                                                                                       | x                                                                                                                                                                                                                                                      | excluding
 reimbursements or other expense allowances, fringe benefits (cash or
 non-cash), moving expenses, deferred compensation (other than deferrals
 specified in h.1. above) and welfare benefits.                                                                                                                                                                                                                                     
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 2.                                                                                                       | o                                                                                                                                                                                                                                                      | excluding
 Compensation paid during the determination period while not a Participant in
 the component of the Plan for which the definition is being used.                                                                                                                                                                                                                                                                                   
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 3.                                                                                                       | o                                                                                                                                                                                                                                                      | excluding
 overtime                                                                                                                                                                                                                                                                                                                                                                                                                          
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 4.                                                                                                       | x                                                                                                                                                                                                                                                      | excluding
 bonuses                                                                                                                                                                                                                                                                                                                                                                                                                           
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 5.                                                                                                       | o                                                                                                                                                                                                                                                      | excluding
 commissions                                                                                                                                                                                                                                                                                                                                                                                                                       
|            
|             |                                                                                                                                                                                                  |                                                                                                                                                                                                                         | 6.                                                                                                       | x                                                                                                                                                                                                                                                      | other:
 excluding reportable income from the sale, exchange or other disposition of
 stock acquired under a stock option plan.                                                                                                                                                                                                                                                                                                               

|    |                                       
|--- | --------------------------------------
|(C) | 2001 Markley
 Actuarial Services, Inc.

10

---



NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

CONTRIBUTIONS
AND ALLOCATIONS

|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|28. | SALARY
 REDUCTION ARRANGEMENT - ELECTIVE DEFERRALS (Plan Section 12.2)                                                                                                               
|    | Each
 Participant may elect to have Compensation deferred by:                                                                                                                        
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | a.                                                                                                                                                                                    | o | %____.                                                                                                                                                                                                                                                    |  
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | b.                                                                                                                                                                                    | x | up
 to 50%.                                                                                                                                                                                                                                               |  
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | c.                                                                                                                                                                                    | o | from
 ___% to ___%.                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | d.                                                                                                                                                                                    | o | up
 to the maximum percentage allowable not to exceed the limits of Code Sections
 401(k), 402(g), 404 and 415.                                                                                                                                          
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | AND,
 Participants who are Highly Compensated Employees determined as of the beginning
 of a Plan Year may only elect to defer Compensation by:                                      
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | e.                                                                                                                                                                                    | x | Same
 limits as specified above.                                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | f.                                                                                                                                                                                    | o | The
 percentage equal to the deferral limit in effect under Code Section 402(g)(3)
 for the calendar year that begins with or within the Plan Year divided by the
 annual compensation limit in  effect
 for the Plan Year under Code Section 401(a)(17).
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | MAY
 PARTICIPANTS make a special salary deferral election with respect to bonuses?                                                                                                   
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | g.                                                                                                                                                                                    | o | No.                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | h.                                                                                                                                                                                    | x | Yes,
 a Participant may elect to defer up to 50% of any bonus.                                                                                                                                                                                           
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | PARTICIPANTS
 MAY commence salary deferrals on the effective date of participation and on
 January 1 (must be at least once each calendar year).                                     
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   | Participants
 may modify salary deferral elections:                                                                                                                                                                                                      
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   | 1.                                                                                                                                                                                                                                                        | x | As
 of each payroll period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   | 2.                                                                                                                                                                                                                                                        | o | On
 the first day of the month                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   | 3.                                                                                                                                                                                                                                                        | o | On
 the first day of each Plan Year quarter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   | 4.                                                                                                                                                                                                                                                        | o | On
 the first day of the Plan Year or the first day of the 7th month of the Plan
 Year                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   | 5.                                                                                                                                                                                                                                                        | o | Other:
 (must be at least once each calendar year)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | AUTOMATIC
 ELECTION: Shall Participants who do not affirmatively elect to receive cash
 or have a specified amount contributed to the Plan automatically have
 Compensation deferred?
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | i.                                                                                                                                                                                    | x | No.                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | j.                                                                                                                                                                                    | o | Yes,
 by ____% of Compensation.                                                                                                                                                                                                                          
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | SHALL
 THERE BE a special effective date for the salary deferral component of the
 Plan?                                                                                             
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | k.                                                                                                                                                                                    | x | No.                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                          
|    | l.                                                                                                                                                                                    | o | Yes,
 the effective date of the salary deferral component of the Plan is _______
 (enter month day, year).                                                                                                                                               
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|29. | SIMPLE
 401(k) PLAN ELECTION (Plan Section 13.1)Shall the simple 401(k) provisions
 of Article XIII apply?                                                                           
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | a.                                                                                                                                                                                    | x | No.
 The simple 401(k) provisions will not apply.                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | b.                                                                                                                                                                                    | o | Yes.
 The simple 401(k) provisions will apply.                                                                                                                                                                                                           
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|30. | 401(k)
 SAFE HARBOR PROVISIONS (Plan Section 12.8)Will the ADP and/or ACP test safe
 harbor provisions be used? (select a., b. or c.)                                                
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | a.                                                                                                                                                                                    | x | No.
 (If selected, skip to Question 31.)                                                                                                                                                                                                                 
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | b.                                                                                                                                                                                    | o | Yes,
 but only the ADP (and NOT the ACP) Test Safe Harbor                                                                                                                                                                                                
|    | provisions
 will be used.                                                                                                                                                            
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | c.                                                                                                                                                                                    | o | Yes,
 both the ADP and ACP Test Safe Harbor provisions will be used.                                                                                                                                                                                     
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   | IF
 c. is selected, does the Plan permit matching contributions in addition to
 any safe harbor contributions elected in d. or e. below?                                                                                                                 
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   | 1.                                                                                                                                                                                                                                                        | o | No
 or N/A. Any matching contributions, other than any Safe Harbor Matching
 Contributions elected in d. below, will be suspended in any Plan Year in
 which the safe harbor provisions are used.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |   | 2.                                                                                                                                                                                                                                                        | o | Yes,
 the Employer may make matching contributions in addition to any Safe Harbor
 Matching contributions elected in d. below. (If elected, complete the
 provisions of the Adoption Agreement relating to matching contributions
 (i.e., Questions 31. and 32.) that will apply in addition to any elections
 made in d. below. NOTE: Regardless of any election made in Question31., the
 Plan automatically provides that only Elective Deferrals up to 6% of
 Compensation are taken into account in applying the match set forth in that Question
 and that the maximum discretionary matching contribution that may be made on
 behalf of any Participant is 4% of Compensation.)

(C) 2001
Markley Actuarial Services, Inc.

11

---



NON-STANDARDIZED
401(k) PROFIT SHARING PLAN

THE EMPLOYER WILL MAKE THE FOLLOWING ADP
TEST SAFE HARBOR CONTRIBUTION FOR THE PLAN YEAR:

|      |                                                                                                                                                                                                                                                                                     
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE: | The
 ACP Test Safe Harbor is automatically satisfied if the only matching
 contribution made to the Plan is either (1) a Basic Matching Contribution or
 (2) an Enhanced Matching Contribution that does not provide a match on
 Elective Deferrals in excess of 6% of Compensation.

|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                   | d.                                                                                                                                                                                        | o | Safe
 Harbor Matching Contribution (select 1. or 2. AND 3.)                                                                                                                                                                                           
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   | 1.                                                                                                                                                                                                                                                     | o | Basic
 Matching Contribution. The Employer will make Matching Contributions to the
 account of each Eligible Participant in an amount equal to the sum of 100%
 of the amount of the Participants Elective Deferrals that do not exceed 3%
 of the Participants Compensation, plus 50% of the amount of the
 Participants Elective Deferrals that exceed 3% of the Participants
 Compensation but do not exceed 5% of the Participants Compensation.
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   | 2.                                                                                                                                                                                                                                                     | o | Enhanced
 Matching Contribution. The Employer will make Matching Contributions to the
 account of each Eligible Participant in an amount equal to the sum of:                                                                                                                                                                                                                                                                                            
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                                                                                                                                                                                                                                                                                                                                                               | ___%
 (may not be less than 100%) of the Participants Elective Deferrals that do
 not exceed ___% (if over 6% or if left blank, the ACP test will still apply)
 of the Participants Compensation, plus                
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                                                                                                                                                                                                                                                                                                                                                               | ___% of the Participants Elective Deferrals that exceed ___% of the Participants
 Compensation but do not exceed ___% (if over 6% or if left blank, the ACP
 test will still apply) of the Participants Compensation.
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   | NOTE:                                                                                                                                                                                                                                                                                                                                                                                                                                                       | a.
 and b. must be completed so that, at any rate of Elective Deferrals, the
 matching contribution is at least equal to the matching contribution
 receivable if the Employer were making Basic Matching Contributions, but the
 rate of match cannot increase as deferrals increase. For example, if a. is
 completed to provide a match equal to 100% of deferrals up to 4% of
 Compensation, then b. need not be completed.
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   | 3.                                                                                                                                                                                                                                                     | o | The
 safe harbor matching contribution will be determined on the following basis
 (and Compensation for such purpose will be based on the applicable period):                                                                                                                                                                                                                                                                                              
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                                                                                                                                                                                                                                                                                                                                                               | the
 entire Plan Year.                                                                                                                                                                                                  
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                                                                                                                                                                                                                                                                                                                                                               | each
 payroll period.                                                                                                                                                                                                   
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                                                                                                                                                                                                                                                                                                                                                               | all
 payroll periods ending with or within each month.                                                                                                                                                                  
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                          | o                                                                                                                                                                                                                                                                                                                                                                                                                               | all
 payroll periods ending with or within the Plan Year quarter.                                                                                                                                                       
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   | e.                                                                                                                                                                                        | o | Nonelective
 Safe Harbor Contributions (select one)                                                                                                                                                                                                   
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   | 1.                                                                                                                                                                                                                                                     | o | The
 Employer will make a Safe Harbor Nonelective Contribution to the account of
 each Eligible Participant in an amount equal to ___% (may not be less than
 3%) of the Employees Compensation for the Plan Year.                                                                                                                                                                                                                                      
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   |                                                                                                                                                                                           |   | 2.                                                                                                                                                                                                                                                     | o | The
 Employer will make a Safe Harbor Nonelective Contribution to another defined
 contribution plan maintained by the Employer (specify the name of the other
 plan): ___.                                                                                                                                                                                                                                                                                
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   | FOR
 PURPOSES OF THE ADP Test Safe Harbor contribution, the term Eligible
 Participant means any Participant who is eligible to make Elective Deferrals
 with the following exclusions:
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   | f.                                                                                                                                                                                        | o | Highly
 Compensated Employees.                                                                                                                                                                                                                        
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   | g.                                                                                                                                                                                        | o | Employees
 who have not satisfied the greatest minimum age and service conditions
 permitted under Code Section 410(a).                                                                                                                               
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   | h.                                                                                                                                                                                        | o | Other:
 ____________________________________________________________                                                                                                                                                                                  
|                                                                   |                                                                                                                                                                                           |   | (must
 be a category that could be excluded under the permissive or mandatory
 disaggregation rules of Regulations 1.401(k)-1(b)(3) and 1.401(m)-1(b)(3)).                                                                                            
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|SPECIAL
 EFFECTIVE DATE OF ADP AND ACP TEST SAFE HARBOR PROVISIONS
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   | i.                                                                                                                                                                                        | o | N/A.
 The safe harbor provisions are effective as of the later of the Effective
 Date of this Plan or, if this is an amendment or restatement, the effective
 date of the amendment or restatement.                                                   
|                                                                   |                                                                                                                                                                                           |   |                                                                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                         
|                                                                   | j.                                                                                                                                                                                        | o | The
 ADP and ACP Test Safe Harbor provisions are effective for the Plan Year
 beginning:                                                                                                                                                              
|                                                                   |                                                                                                                                                                                           |   | __________________________________
 (enter the first day of the Plan Year for which the provisions are (or, for
 GUST updates, were) effective and, if necessary, enter any other special
 effective dates that apply with respect to the provisions).

(C) 2001
Markley Actuarial Services, Inc.

12

---



NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31. | FORMULA
 FOR DETERMINING EMPLOYER MATCHING CONTRIBUTIONS (Plan Section 12.1(a)(2))                                                                                                   
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | NOTE:                                                                                                                                                                                 |                                                                                                                                                                                                                                                              | Regardless
 of any election below, if the ACP test safe harbor is being used (i.e.,
 Question 30.c. is selected), then the Plan automatically provides that only
 Elective Deferrals up to 6% of Compensation are taken into account in
 applying the match set forth below and that the maximum discretionary
 matching contribution that may be made on behalf of any Participant is 4% of
 Compensation.    
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | a.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | N/A.
 There will not be any matching contributions (Skip to Question 33).                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | b.                                                                                                                                                                                    | x                                                                                                                                                                                                                                                            | The Employer... (select 1. or 2.)                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              | 1.                                                                                                                                                                                                                                                                                                                                                                                                              | o | may
 make matching contributions equal to a discretionary percentage, to be
 determined by the Employer, of the Participants Elective Deferrals.                                                       
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              | 2.                                                                                                                                                                                                                                                                                                                                                                                                              | x | will
 make matching contributions equal to 50% (e.g., 50) of the Participants
 Elective Deferrals, plus:                                                                                               
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              | a.                                                                                                                                                                                                                                                                                                                                                                                                              | x | N/A.                                                                                                                                                                                                    
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              | b.                                                                                                                                                                                                                                                                                                                                                                                                              | o | an
 additional discretionary percentage, to be determined by the Employer.                                                                                                                              
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              | AND,
 in determining the matching contribution above, only Elective Deferrals up to
 the percentage or dollar amount specified below will be matched: (select 3.
 and/or 4. OR 5.)                                                                                                                                                                                                                             
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              | 3.                                                                                                                                                                                                                                                                                                                                                                                                              | x | 6%
 of a Participants Compensation.                                                                                                                                                                    
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              | 4.                                                                                                                                                                                                                                                                                                                                                                                                              | o | $___.                                                                                                                                                                                                   
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              | 5.                                                                                                                                                                                                                                                                                                                                                                                                              | o | a
 discretionary percentage of a Participants Compensation or a discretionary
 dollar amount, the percentage or dollar amount to be determined by the
 Employer on a uniform basis to all Participants.
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | c.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | The
 Employer may make matching contributions equal to a discretionary percentage,
 to be determined by the Employer, of each tier, to be determined by the
 Employer, of the Participants Elective Deferrals.                                                                                                                                                                                                
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | d.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | The
 Employer will make matching contributions equal to the sum of ___ % of the
 portion of the Participants Elective Deferrals which do not exceed ___ % of
 the Participants Compensation or $___ plus ___ % of the portion of the
 Participants Elective Deferrals which exceed ___ % of the Participants
 Compensation or $ ___, but does not exceed ___ % of the Participants
 Compensation or $ ___.
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | NOTE:                                                                                                                                                                                 | If
 c. or d. above is elected, the Plan may violate the Code Section 401(a)(4)
 nondiscrimination requirements if the rate of matching contributions
 increases as a Participants Elective Deferrals or Years of Service (or
 Periods of Service) increase.
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | PERIOD
 OF DETERMINING MATCHING CONTRIBUTIONS                                                                                                                                        
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | Matching
 contributions will be determined on the following basis (and any Compensation
 or dollar limitation used in determining the match will be based on the
 applicable period):
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | e.                                                                                                                                                                                    | x                                                                                                                                                                                                                                                            | the
 entire Plan Year.                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                
|    | f.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | each
 payroll period.                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                
|    | g.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | all
 payroll periods ending within each month.                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                
|    | h.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | all
 payroll periods ending with or within the Plan Year quarter.                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | THE
 MATCHING CONTRIBUTION MADE ON BEHALF OF ANY PARTICIPANT for any Plan Year
 will not exceed:                                                                                     
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | i.                                                                                                                                                                                    | x                                                                                                                                                                                                                                                            | N/A.                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |  
|    | j.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | $___.                                                                                                                                                                                                                                                                                                                                                                                                           |  
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | MATCHING
 CONTRIBUTIONS WILL BE MADE ON BEHALF OF:                                                                                                                                   
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | k.                                                                                                                                                                                    | x                                                                                                                                                                                                                                                            | all
 Participants.                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | l.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | only
 Non-Highly Compensated Employees.                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | SHALL
 THE MATCHING CONTRIBUTIONS BE QUALIFIED MATCHING CONTRIBUTIONS?                                                                                                               
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | m.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | Yes.
 If elected, ALL matching contributions will be fully Vested and will be
 subject to restrictions on withdrawals. In addition, Qualified Matching
 Contributions may be used in either the ADP or ACP test.                                                                                                                                                                                               
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | n.                                                                                                                                                                                    | x                                                                                                                                                                                                                                                            | No.                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                         
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|32. | ONLY
 PARTICIPANTS WHO SATISFY THE FOLLOWING CONDITIONS WILL BE ELIGIBLE TO SHARE
 IN THE ALLOCATION OF MATCHING CONTRIBUTIONS:                                                      
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | REQUIREMENTS
 FOR PARTICIPANTS WHO ARE ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR.                                                                                                
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | a.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | N/A.                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | b.                                                                                                                                                                                    | x                                                                                                                                                                                                                                                            | No
 service requirement.                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | c.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | A
 Participant must complete a Year of Service (or Period of Service if the
 Elapsed Time Method is elected). (Could cause Plan to violate coverage
 requirements under Code Section 410(b).)                                                                                                                                                                                                                  
|    |                                                                                                                                                                                       |                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                         
|    | d.                                                                                                                                                                                    | o                                                                                                                                                                                                                                                            | A
 Participant must complete at least (may not be more than 1,000) Hours of
 Service during the Plan Year. (Could cause the Plan to violate coverage
 requirements under Code Section410(b).)                                                                                                                                                                                                                  

(C)
2001 Markley Actuarial Services, Inc.

13

---



NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                            |   |                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | REQUIREMENTS
 FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR(except as otherwise provided in i. through k. below).                                                                                   
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | e.                                                                                                                                                                                                                                | o | A
 Participant must complete more than ___ Hours of Service (not more than 500)
 (or ___ months of service (not more than three (3)) if the Elapsed Time
 Method is elected).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | f.                                                                                                                                                                                                                                | o | A
 Participant must complete a Year of Service (or Period of Service if the
 Elapsed Time Method is elected). (Could cause the Plan to violate coverage
 requirements under Code Section 410(b).)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | g.                                                                                                                                                                                                                                | o | Participants
 will NOT share in such allocations, regardless of service. (Could cause the
 Plan to violate coverage requirements under Code Section 410(b).)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | h.                                                                                                                                                                                                                                | x | Participants
 will share in such allocations, regardless of service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | PARTICIPANTS
 WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR due to the
 following shall be eligible to share in the allocation of matching
 contributions regardless of the above conditions (select all that apply):
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | i.                                                                                                                                                                                                                                | x | Death.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | j.                                                                                                                                                                                                                                | x | Total
 and Permanent Disability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | k.                                                                                                                                                                                                                                | x | Early
 or Normal Retirement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | AND,
 if 32.c., d., f., or g. is selected, shall the 410(b) ratio percentage fail safe
 provisions apply (Plan Section 12.3(f))?                                                                                                 
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | l.                                                                                                                                                                                                                                | x | No
 or N/A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | m.                                                                                                                                                                                                                                | o | Yes
 (If selected, the Plan must satisfy the ratio percentage test of Code Section
 410(b).)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|33. | FORMULA
 FOR DETERMINING EMPLOYERS PROFIT SHARING CONTRIBUTION (Plan Section
 12.1(a)(3)) (d. may be selected in addition to b. or c.)                                                                                          
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | a.                                                                                                                                                                                                                                | o | N/A.
 No Employer Profit Sharing Contributions may be made (other than top heavy
 minimum contributions) (Skip to Question 34.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | b.                                                                                                                                                                                                                                | x | Discretionary,
 to be determined by the Employer, not limited to current or accumulated Net
 Profits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | c.                                                                                                                                                                                                                                | o | Discretionary,
 to be determined by the Employer, out of current or accumulated Net Profits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | d.                                                                                                                                                                                                                                | o | Prevailing
 Wage Contribution. The Employer will make a Prevailing Wage Contribution on
 behalf of each Participant who performs services subject to the Service
 Contract Act, Davis-Bacon Act or similar Federal, State, or Municipal
 Prevailing Wage statutes. The Prevailing Wage Contribution shall be an amount
 equal to the balance of the fringe benefit payment for health and welfare for
 each Participant (after deducting the cost of cash differential payments for
 the Participant) based on the hourly contribution rate for the Participants
 employment classification, as designated on Schedule A as attached to this
 Adoption Agreement. Notwithstanding anything in the Plan to the contrary, the
 Prevailing Wage Contribution shall be fully Vested. Furthermore, the
 Prevailing Wage Contribution shall not be subject to any age or service requirements
 set forth in Question 15. nor to any service or employment conditions set
 forth in Question 35.
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   | AND,
 if d. is selected, is the Prevailing Wage Contribution considered a Qualified
 Non-Elective Contribution?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | o | Yes.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | o | No.                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   | AND,
 if d. is selected, shall the amounts allocated on behalf of a Participant for
 a Plan Year pursuant to e. or f. below be reduced (offset) by the Prevailing
 Wage Contribution made on behalf of such Participant for the Plan Year under
 this Plan?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | o | No
 (If selected, then the Prevailing Wage Contribution will be added to amounts
 allocated pursuant to e. or f. below.)                                                                                                  
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | o | Yes.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | CONTRIBUTION
 ALLOCATIONS                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | If
 b. or c. above is selected, the Employers discretionary profit sharing
 contribution for a Plan Year will be allocated as follows:                                                                                          
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    | e.                                                                                                                                                                                                                                | o | NON-INTEGRATED
 ALLOCATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | o | In
 the same ratio as each Participants Compensation bears to the total of such
 Compensation of all Participants.                                                                                                       
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | o | In
 the same dollar amount to all Participants (per capita).                                                                                                                                                              
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | o | In
 the same dollar amount per Hour of Service completed by each Participant.                                                                                                                                             
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                   |   | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | o | In
 the same proportion that each Participants points bears to the total of such
 points of all Participants. A Participants points with respect to any Plan
 Year shall be computed as follows (select all that apply):
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                            |   |                                                                                                                                                                             
|    |                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | a.                                                                                                                                                                                                                         | o | ___
 point (s) shall be allocated for each Year of Service (or Period of Service
 if the Elapsed Time Method is elected). However, the maximum Years of Service
 (or Periods

(C) 2001
Markley Actuarial Services, Inc.

14

---



NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   | of
 Service) taken into account shall not exceed____ (leave blank if no limit on
 service applies).
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          | b.                                                                                                                                                                                                  | o                                                                                                 | ____
 point (s) shall be allocated for each full $___ (may not exceed $200) of
 Compensation.      
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          | c.                                                                                                                                                                                                  | o                                                                                                 | ____
 point (s) shall be allocated for each year of age as of the end of the Plan
 Year.           
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | f.                                                                                                                                                                                                                                             | x | INTEGRATED
 ALLOCATION                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                |   | In
 accordance with Plan Section 4.3(b)(2) based on a Participants Compensation
 in excess of:                                                                                                                            
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   | 1.                                                                                                                                                                                                                          | x                                                        | The
 Taxable Wage Base.                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   | 2.                                                                                                                                                                                                                          | o                                                        | ____
 % (not to exceed 100%) of the Taxable Wage Base. (See Note below)                                                                                                                            
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   | 3.                                                                                                                                                                                                                          | o                                                        | 80%
 of the Taxable Wage Base plus $1.00.                                                                                                                                                          
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   | 4.                                                                                                                                                                                                                          | o                                                        | $____ (not greater than the Taxable Wage Base). (See Note below)                                                                                                                                   
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   | NOTE:                                                                                                                                                                                                                       | The
 integration percentage of 5.7% shall be reduced to:
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          | 1.                                                                                                                                                                                                  | 4.3%
 if 2. or 4. above is more than 20% and less than or equal to 80% of the
 Taxable Wage Base.
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          | 2.                                                                                                                                                                                                  | 5.4%
 if 3. is elected or if 2. or 4. above is more than 80% of the Taxable Wage
 Base.          
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|34. | QUALIFIED
 NON-ELECTIVE CONTRIBUTIONS (Plan Section 12.1(a)(4))                                                                                                                                                                               
|   
|    | NOTE:
 Regardless of any election made in this Question, the Plan automatically
 permits Qualified Non-Elective Contributions to correct a failed ADP or ACP
 test.                                                                           
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | a.                                                                                                                                                                                                                                             | x | N/A.
 There will be no additional Qualified Non-Elective Contributions except as
 otherwise provided in the Plan.                                                                                                          
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | b.                                                                                                                                                                                                                                             | o | The
 Employer will make a Qualified Non-Elective Contribution equal to ___ % of
 the total Compensation of those Participants eligible to share in the
 allocations.                                                       
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | c.                                                                                                                                                                                                                                             | o | The
 Employer may make a Qualified Non-Elective Contribution in an amount to be
 determined by the Employer, to be allocated in proportion to the Compensation
 of those Participants eligible to share in the allocations.
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | d.                                                                                                                                                                                                                                             | o | The
 Employer may make a Qualified Non-Elective Contribution in an amount to be
 determined by the Employer, to be allocated equally to all Participants
 eligible to share in the allocations (per capita).               
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | AND,
 if b., c., or d. is selected, the Qualified Non-Elective Contributions above
 will be made on behalf of:                                                                                                                                
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | e.                                                                                                                                                                                                                                             | o | all
 Participants.                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | f.                                                                                                                                                                                                                                             | o | only
 Non-Highly Compensated Employees.                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|35. | REQUIREMENTS
 TO SHARE IN ALLOCATIONS OF EMPLOYER DISCRETIONARY PROFIT SHARING
 CONTRIBUTION, QUALIFIED NON-ELECTIVE CONTRIBUTIONS (other than Qualified
 Non-Elective Contributions under Plan Sections 12.5(c) and 12.7(g)) AND
 FORFEITURES
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | a.                                                                                                                                                                                                                                             | o | N/A.
 Plan does not permit such contributions.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | b.                                                                                                                                                                                                                                             | x | Requirements
 for Participants who are actively employed at the end of the Plan Year.                                                                                                                                      
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   | 1.                                                                                                                                                                                                                          | o                                                        | No
 service requirement.                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   | 2.                                                                                                                                                                                                                          | o                                                        | A
 Participant must complete a Year of Service (or Period of Service if the
 Elapsed Time Method is elected). (Could cause Plan to violate coverage
 requirements under Code Section 410(b).)      
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    |                                                                                                                                                                                                                                                |   | 3.                                                                                                                                                                                                                          | x                                                        | A
 Participant must complete at least 1000 (may not be more than 1,000) Hours of
 Service during the Plan Year. (Could cause the Plan to violate coverage
 requirements under Code Section 410(b).)
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | REQUIREMENTS
 FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR
 (except as otherwise provided in g. through i. below).                                                                                              
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | c.                                                                                                                                                                                                                                             | o | A
 Participant must complete more than ___ Hours of Service (not than 500)(or___
 months of service (not more than three (3)) if the more Elapsed Time Method
 is elected).                                                
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | d.                                                                                                                                                                                                                                             | o | A
 Participant must complete a Year of Service (or Period of Service if the
 Elapsed Time Method is elected). (Could cause Plan to violate coverage
 requirements under Code Section 410(b).)                              
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | e.                                                                                                                                                                                                                                             | x | Participants
 will NOT share in such allocations, regardless of service. (Could cause Plan
 to violate coverage requirements under Code Section 410(b).)                                                                   
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | f.                                                                                                                                                                                                                                             | o | Participants
 will share in such allocations, regardless of service.                                                                                                                                                       
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | PARTICIPANTS
 WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR due to the
 following will be eligible to share in the allocations regardless of the
 above conditions (select all that apply):                                       
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | g.                                                                                                                                                                                                                                             | x | Death.                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | h.                                                                                                                                                                                                                                             | x | Total
 and Permanent Disability.                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | i.                                                                                                                                                                                                                                             | x | Early
 or Normal Retirement.                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | AND,
 if 35.b.2, b.3, d. or e. is selected, shall the 410(b) ratio percentage fail
 safe provisions apply (Plan Section 12.3(f))?                                                                                                             
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | j.                                                                                                                                                                                                                                             | x | No
 or N/A.                                                                                                                                                                                                                 |                                                          |                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                             |                                                          |                                                                                                                                                                                                     |                                                                                                   |                                                                                                    
|    | k.                                                                                                                                                                                                                                             | o | Yes
 (If selected, the Plan must satisfy the ratio percentage test of Code Section
 410(b)).                                                                                                                               



(C) 2002 Markley Actuarial Services, Inc.

15

---



NON-STANDARDIZED 401(k) PROFIT
SHARING PLAN

|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|36. | FORFEITURES
 (Plan Sections 1.27 and 4.3(e))                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | Except
 as provided in Plan Section 1.27, a Forfeiture will occur (if no election is
 made, a. will apply):                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                         | x | as
 of the earlier of (1) the last day of the Plan Year in which the Former
 Participant incurs five (5) consecutive 1-Year Breaks in Service, or (2) the
 distribution of the entire Vested portion of the Participants Account.         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | as
 of the last day of the Plan Year in which the Former Participant incurs five
 (5) consecutive 1-Year Breaks in Service.                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | Will
 Forfeitures first be used to pay any administrative expenses?                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                         | x | Yes.                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | d.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | No.                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | AND,
 EXCEPT as otherwise provided below with respect to Forfeitures attributable
 to matching contributions, any remaining Forfeitures will be...                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | e.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | added
 to any Employer discretionary contribution.                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | f.                                                                                                                                                                                                                                                                                                                                                                                                                         | x | used
 to reduce any Employer contribution.                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | g.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | added
 to any Employer matching contribution and allocated as an additional matching
 contribution.                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | h.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | allocated
 to all Participants eligible to share in the allocations in the same
 proportion that each Participants Compensation for the Plan Year bears to
 the Compensation of all Participants for such year.                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | FORFEITURES
 OF MATCHING CONTRIBUTIONS WILL BE...                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | i.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | N/A.
 Same as above or no matching contributions.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | j.                                                                                                                                                                                                                                                                                                                                                                                                                         | x | used
 to reduce the Employers matching contribution.                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | k.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | added
 to any Employer matching contribution and allocated as an additional matching
 contribution.                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | l.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | added
 to any Employer discretionary profit sharing contribution.                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | m.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | allocated
 to all Participants eligible to share in the matching allocations (regardless
 of whether a Participant elected any salary reductions) in proportion to each
 such Participants Compensation for the year.                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | n.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | allocated
 to all Non-Highly Compensated Employees eligible to share in the matching
 allocations (regardless of whether a Participant elected any salary
 reductions) in proportion to each such Participants Compensation for the
 year.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|37. | ALLOCATIONS
 OF EARNINGS (Plan Section 4.3(c))                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | Allocations
 of earnings with respect to amounts which are not subject to Participant
 directed investments and which are contributed to the Plan after the previous
 Valuation Date will be determined...                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                         | x | N/A.
 All assets in the Plan are subject to Participant investment direction.                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | by
 using a weighted average based on the amount of time that has passed between
 the date a contribution or distribution was made and the date of the prior
 Valuation Date.                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | by
 treating one-half of all such contributions as being a part of the
 Participants nonsegregated account balance as of the previous Valuation
 Date.                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | d.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | by
 using the method specified in Plan Section 4.3(c) (balance forward method).                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | e.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | other:
 ____ (must be a definite predetermined formula that is not based on
 Compensation and that satisfies the nondiscrimination requirements of
 Regulation 1.401(a)(4)-4 and is applied uniformly to all Participants).                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|38. | LIMITATIONS
 ON ALLOCATIONS (Plan Section 4.4)                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | If
 any Participant is covered under another qualified defined contribution plan
 maintained by the Employer, other than a Master or Prototype Plan, or if the
 Employer maintains a welfare benefit fund, as defined in Code Section 419(e),
 or an individual medical account, as defined in Code Section 415(l)(2), under
 which amounts are treated as Annual Additions with respect to any Participant
 in this Plan:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                         | x | N/A.
 The Employer does not maintain another qualified defined contribution plan.                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | The
 provisions of Plan Section 4.4(b) will apply as if the other plan were a
 Master or Prototype Plan.                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                                                                                                            
|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                         | o | Specify
 the method under which the plans will limit total Annual Additions to the
 Maximum Permissible Amount, and will properly reduce any Excess Amounts, in a
 manner that precludes Employer discretion:                              

(C) 2002 Markley Actuarial Services, Inc.

16

---



NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|DISTRIBUTIONS |                                                                                                                                                                  
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|39.           | FORM
 OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6)                                                                                                               
|             
|              | Distributions
 under the Plan may be made in (select all that apply)...                                                                                          
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | a.                                                                                                                                                                | x | lump-sums.                                                                                                                                                                                                                                                                                                       
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | b.                                                                                                                                                                | x | substantially
 equal installments.                                                                                                                                                                                                                                                                               
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                  
|              | c.                                                                                                                                                                | o | partial
 withdrawals provided the minimum withdrawal is $____.                                                                                                                                                                                                                                                   
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | AND,
 pursuant to Plan Section 6.12,                                                                                                                             
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | d.                                                                                                                                                                | x | no
 annuities are allowed (Plan Section 6.12(b) will apply and the joint and
 survivor rules of Code Sections 401(a)(11) and 417 will not apply to the
 Plan).                                                                                                                                                   
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              |                                                                                                                                                                   |   | AND,
 if this is an amendment that is eliminating annuities, then an annuity form
 of payment is not available with respect to distributions that have an Annuity
 Starting Date beginning on or after:                                                                                                          
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              |                                                                                                                                                                   |   | 1.                                                                                                                                                                                                                                                                                                                | o | N/A                                                                                                                                                                                    
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              |                                                                                                                                                                   |   | 2.                                                                                                                                                                                                                                                                                                                | x | January
 1, 2002 (may not be a retroactive date), except that regardless of the date
 entered, the amendment will not be effective prior to the time set forth in
 Plan Section 8.1(e).
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              | e.                                                                                                                                                                | o | annuities
 are allowed as the normal form of distribution (Plan Section 6.12 will not
 apply and the joint and survivor rules of Code Sections 401(a)(11) and 417
 will automatically apply). If elected, the Pre-Retirement Survivor Annuity
 (minimum spouses death benefit) will be equal to:                
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              |                                                                                                                                                                   |   | 1.                                                                                                                                                                                                                                                                                                                | o | 100%
 of Participants interest in the Plan.                                                                                                                                           
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              |                                                                                                                                                                   |   | 2.                                                                                                                                                                                                                                                                                                                | o | 50%
 of Participants interest in the Plan.                                                                                                                                            
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              |                                                                                                                                                                   |   | 3.                                                                                                                                                                                                                                                                                                                | o | ____ % (may not be less than 50%) of a Participants interest in the Plan.                                                                                                             
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              |                                                                                                                                                                   |   | AND,
 the normal form of the Qualified Joint and Survivor Annuity will be a joint
 and 50% survivor annuity unless otherwise elected below:                                                                                                                                                                      
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              |                                                                                                                                                                   |   | 4.                                                                                                                                                                                                                                                                                                                | o | N/A.                                                                                                                                                                                   
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              |                                                                                                                                                                   |   | 5.                                                                                                                                                                                                                                                                                                                | o | Joint
 and 100% survivor annuity.                                                                                                                                                      
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              |                                                                                                                                                                   |   | 6.                                                                                                                                                                                                                                                                                                                | o | Joint
 and 75% survivor annuity.                                                                                                                                                       
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              |                                                                                                                                                                   |   | 7.                                                                                                                                                                                                                                                                                                                |   | Joint
 and 66 2/3% survivor annuity.                                                                                                                                                   
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              | NOTE:                                                                                                                                                             |   | If
 only a portion of the Plan assets may be distributed in an annuity form of
 payment, then select d. AND e. and the assets subject to the joint and
 survivor annuity provisions will be those assets attributable to (specify):
 ____ (e.g., the money purchase pension plan that was merged into this Plan).
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              | AND,
 distributions may be made in...                                                                                                                            
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              | f.                                                                                                                                                                | o | cash
 only (except for insurance or annuity contracts).                                                                                                                                                                                                                                                          
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              | g.                                                                                                                                                                | x | cash
 or property.                                                                                                                                                                                                                                                                                               
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|40.           | CONDITIONS
 FOR DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT                                                                                                     
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              | Distributions
 upon termination of employment pursuant to Plan Section 6.4 (a) of the Plan
 will not be made unless the following conditions have been satisfied:
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              | a.                                                                                                                                                                | o | No
 distributions may be made until a Participant has reached Early or Normal
 Retirement Date.                                                                                                                                                                                                                  
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                        
|              | b.                                                                                                                                                                | x | Distributions
 may be made as soon as administratively feasible at the Participants
 election.                                                                                                                                                                                                                  
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | c.                                                                                                                                                                | o | The
 Participant has incurred 1-Year Break(s) in Service (or Period(s) of
 Severance if the Elapsed Time Method is elected).                                                                                                                                                                                     
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | d.                                                                                                                                                                | o | Distributions
 may be made at the Participants election as soon as administratively
 feasible after the Plan Year coincident with or next following termination of
 employment.                                                                                                                                 
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | e.                                                                                                                                                                | o | Distributions
 may be made at the Participants election as soon as administratively
 feasible after the Plan Year quarter coincident with or next following
 termination of employment.                                                                                                                         
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | f.                                                                                                                                                                | o | Distributions
 may be made at the Participants election as soon as administratively
 feasible after the Valuation Date coincident with or next following
 termination of employment.                                                                                                                            
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | g.                                                                                                                                                                | o | Distributions
 may be made at the Participants election as soon as administratively
 feasible___ months following termination of employment.                                                                                                                                                                    
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | h.                                                                                                                                                                | o | Other:
 __________________________________________________________________________                                                                                                                                                                                                                               
|              |                                                                                                                                                                   |   | (must
 be objective conditions which are ascertainable and are not subject to
 Employer discretion except as otherwise permitted in Regulation 1.411(d)-4
 and may not exceed the limits of Code Section 401(a)(14) as set forth in Plan
 Section 6.7).                                                          
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|41.           | INVOLUNTARY
 DISTRIBUTIONS                                                                                                                                       
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | Will
 involuntary distributions of amounts less than $5,000 be made in accordance
 with the provisions of Sections 6.4, 6.5 and 6.6?                             
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | a.                                                                                                                                                                | x | Yes                                                                                                                                                                                                                                                                                                               |  
|              |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                   |  
|              | b.                                                                                                                                                                | o | No                                                                                                                                                                                                                                                                                                                |  

(C) 2002 Markley Actuarial Services,
Inc.

17

---



NON-STANDARDIZED 401(k) PROFIT
SHARING PLAN

|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|42. | MINIMUM
 DISTRIBUTION TRANSITIONAL RULES (Plan Section 6.5(e))                                                                                                                                                              
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | NOTE:                                                                                                                                                                                                                        | This
 Section does not apply to (1) a new Plan or (2) an amendment or restatement
 of an existing Plan that never contained the provisions of Code Section
 401(a)(9) as in effect prior to the amendments made by the Small Business Job
 Protection Act of 1996 (SBJPA).                                                                                                                                               
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The
 required beginning date for a Participant who is not a five percent (5%)
 owner is:                                                                                                                                
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | a.                                                                                                                                                                                                                           | o                                                                                                                                                                                                                                                                                                                                                                                                                         | N/A.
 (This is a new Plan or this Plan has never included the pre-SBJPA
 provisions.)                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | b.                                                                                                                                                                                                                           | o                                                                                                                                                                                                                                                                                                                                                                                                                         | April
 1st of the calendar year following the year in which the Participant attains
 age 70 1/2. (The pre-SBJPA rules will continue to apply.)                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | c.                                                                                                                                                                                                                           | x                                                                                                                                                                                                                                                                                                                                                                                                                         | April
 1st of the calendar year following the later of the year in which the
 Participant attains age 70 1/2 or retires (the post-SBJPA rules), with the
 following exceptions (select one or both and if no election is made, both
 will apply effective as of January 1, 1996):                                                                       
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           | 1.                                                                                                                                                                                                                                                                                                                                                       | o | A
 Participant who was already receiving required minimum distributions under
 the pre-SBJPA rules as of __ (not earlier than January 1, 1996) may elect to
 stop receiving distributions and have them recommence in accordance with the
 post-SBJPA rules. Upon the recommencement of distributions, if the Plan
 permits annuities as a form of distribution then the following will apply:                                   
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                | o | N/A.
 Annuity distributions are not permitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                | o | Upon
 the recommencement of distributions, the original Annuity Starting Date will
 be retained.                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   | c.                                                                                                                                                                                                                                                                                                                                                                                                                                | o | Upon
 the recommencement of distributions, a new Annuity Starting Date is created.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           | 2.                                                                                                                                                                                                                                                                                                                                                       | x | A
 Participant who had not begun receiving required minimum distributions as of
 December 31, 1996 (not earlier than January 1, 1996) may elect to defer
 commencement of distributions until retirement. The option to defer the
 commencement of distributions (i.e., to elect to receive  in-___service
 distributions upon attainment of age 70 1/2) will apply to all such
 Participants unless the option below is elected:
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                | x | N/A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                | o | The
 in-service distribution option is eliminated with respect to Participants who
 attain age 70 1/2 in or after the calendar year that begins after the later
 of (1) December 31, 1998, or (2) the adoption date of the amendment and
 restatement to bring the Plan into compliance with SBJPA. (This option may
 only be elected if the amendment to eliminate the in- service distribution is
 adopted no later than the last day of the remedial amendment period that
 applies to the Plan for changes under SBJPA.)
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|43. | DISTRIBUTIONS
 UPON DEATH (Plan Section 6.6(h)) Distributions upon the death of a
 Participant prior to receiving any benefits shall...                                                                                     
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | a.                                                                                                                                                                                                                           | x                                                                                                                                                                                                                                                                                                                                                                                                                         | be
 made pursuant to the election of the Participant or beneficiary.                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | b.                                                                                                                                                                                                                           | o                                                                                                                                                                                                                                                                                                                                                                                                                         | begin
 within 1 year of death for a designated beneficiary and be payable over the
 life (or over a period not exceeding the life expectancy) of such
 beneficiary, except that if the beneficiary is the Participants spouse,
 begin prior to December 31st of the year in which the Participant would have
 attained age 70 1/2.                     
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | c.                                                                                                                                                                                                                           | o                                                                                                                                                                                                                                                                                                                                                                                                                         | be
 made within 5 (or if lesser____ ) years of death for all beneficiaries.                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | d.                                                                                                                                                                                                                           | o                                                                                                                                                                                                                                                                                                                                                                                                                         | be
 made within 5 (or if lesser____ ) years of death for all beneficiaries,
 except that if the beneficiary is the Participants spouse, begin prior to
 December 31st of the year in which the Participant would have attained age 70
 1/2 and be payable over the life (or over a period not exceeding the life
 expectancy) of such surviving spouse.
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|44. | HARDSHIP
 DISTRIBUTIONS (Plan Sections 6.11 and/or 12.9)                                                                                                                                                                    
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | a.                                                                                                                                                                                                                           | o                                                                                                                                                                                                                                                                                                                                                                                                                         | No
 hardship distributions are permitted.                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | b.                                                                                                                                                                                                                           | x                                                                                                                                                                                                                                                                                                                                                                                                                         | Hardship
 distributions are permitted from the following accounts (select all that
 apply):                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           | 1.                                                                                                                                                                                                                                                                                                                                                       | o | All
 accounts.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           | 2.                                                                                                                                                                                                                                                                                                                                                       | x | Participants
 Elective Deferral Account.                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           | 3.                                                                                                                                                                                                                                                                                                                                                       | o | Participants
 Account attributable to Employer matching contributions.                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           | 4.                                                                                                                                                                                                                                                                                                                                                       | o | Participants
 Account attributable to Employer profit sharing contributions.                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           | 5.                                                                                                                                                                                                                                                                                                                                                       | x | Participants
 Rollover Account.                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           | 6.                                                                                                                                                                                                                                                                                                                                                       | o | Participants
 Transfer Account.                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           | 7.                                                                                                                                                                                                                                                                                                                                                       | o | Participants
 Voluntary Contribution Account.                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | NOTE:                                                                                                                                                                                                                        | Distributions
 from a Participants Elective Deferral Account are limited to the portion of
 such account attributable to such Participants Elective Deferrals (and earnings
 attributable thereto up to December 31, 1988). Hardship distributions are not
 permitted from a Participants Qualified Non-Elective Account (including any
 401(k) Safe Harbor Contributions) or Qualified Matching Contribution Account.
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | AND,
 shall the safe harbor hardship rules of Plan Section 12.9 apply to
 distributions made from all accounts? (Note: The safe harbor hardship rules
 automatically apply to hardship distributions of Elective Deferrals.)
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | c.                                                                                                                                                                                                                           | o                                                                                                                                                                                                                                                                                                                                                                                                                         | No
 or N/A. The provisions of Plan Section 6.11 apply to hardship distributions
 from all accounts other than a Participants Elective Deferral Account.                                                                                                                                                                                                
|    |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | d.                                                                                                                                                                                                                           | x                                                                                                                                                                                                                                                                                                                                                                                                                         | Yes.
 The provisions of Plan Section 12.9 apply to all hardship distributions.                                                                                                                                                                                                                                                                          

(C) 2002 Markley Actuarial Services, Inc.

18

---



NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|-------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------
|                           | AND,
 are distributions restricted to those accounts in which a Participant is
 fully Vested?                                                                                                                   
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | e.                                                                                                                                                                                                               | x                                                                                                                                                                                                                                                                               | Yes,
 distributions may only be made from accounts which are fully Vested.                                                                                                       
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | f.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | No.
 (If elected, the fraction at Plan Section 6.5(h) shall apply in determining
 vesting of the portion of the account balance not withdrawn).                                  
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | AND,
 the minimum hardship distribution shall be...                                                                                                                                                             
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | g.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | N/A.
 There is no minimum.                                                                                                                                                       
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | h.                                                                                                                                                                                                               | x                                                                                                                                                                                                                                                                               | $500
 (may not exceed $1,000).                                                                                                                                                   
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|45.                        | IN-SERVICE
 DISTRIBUTIONS (Plan Section 6.10)                                                                                                                                                                   
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | a.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | In-service
 distributions may not be made (except as otherwise elected for Hardship
 Distributions).                                                                             
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | b.                                                                                                                                                                                                               | x                                                                                                                                                                                                                                                                               | In-service
 distributions may be made to a Participant who has not separated from service
 provided any of the following conditions have been satisfied (select all that
 apply):
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           |                                                                                                                                                                                                                  | 1.                                                                                                                                                                                                                                                                              | o                                                                                                                                                                                 | the
 Participant has attained age_____.                                                                      
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           |                                                                                                                                                                                                                  | 2.                                                                                                                                                                                                                                                                              | x                                                                                                                                                                                 | the
 Participant has reached Normal Retirement Age.                                                          
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           |                                                                                                                                                                                                                  | 3.                                                                                                                                                                                                                                                                              | o                                                                                                                                                                                 | the
 Participant has been a Participant in the Plan for at least ____ years (may
 not be less than five (5)).
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           |                                                                                                                                                                                                                  | 4.                                                                                                                                                                                                                                                                              | o                                                                                                                                                                                 | the
 amounts being distributed have accumulated in the Plan for at least two (2)
 years.                     
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | AND,
 in-service distributions are permitted from the following accounts (select all that apply):                                                                                                               
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | c.                                                                                                                                                                                                               | x                                                                                                                                                                                                                                                                               | All
 accounts.                                                                                                                                                                   
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | d.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | Participants
 Elective Deferral Account.                                                                                                                                        
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | e.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | Qualified
 Matching Contribution Account and portion of Participants Account
 attributable to Employer matching contributions.                                                  
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | f.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | Participants
 Account attributable to Employer profit sharing contributions.                                                                                                    
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | g.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | Qualified
 Non-Elective Contribution Account.                                                                                                                                    
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                  
|                           | h.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | Participants
 Rollover Account.                                                                                                                                                 
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | i.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | Participants
 Transfer Account.                                                                                                                                                 
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | j.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | Participants
 Voluntary Contribution Account.                                                                                                                                   
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | NOTE:                                                                                                                                                                                                            | Distributions
 from a Participants Elective Deferral Account, Qualified Matching
 Contribution Account and Qualified Non-Elective Account (including 401(k)
 Safe Harbor Contributions) are subject to restrictions and generally may not
 be distributed prior to age 59 1/2.
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | AND,
 are distributions restricted to those accounts in which a Participant is
 fully Vested?                                                                                                                   
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | k.                                                                                                                                                                                                               | x                                                                                                                                                                                                                                                                               | Yes,
 distributions may only be made from accounts which are fully Vested.                                                                                                       
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | l.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | No.
 (If elected, the fraction at Plan Section 6.5(h) will apply in determining
 vesting of the portion of the account balance not withdrawn.)                                   
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | AND,
 the minimum distribution shall be...                                                                                                                                                                      
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | m.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | N/A.
 There is no minimum.                                                                                                                                                       
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | n.                                                                                                                                                                                                               | x                                                                                                                                                                                                                                                                               | $1000
 (may not exceed $1,000).                                                                                                                                                  
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|NONDISCRIMINATION
 TESTING
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|46.                        | HIGHLY
 COMPENSATED EMPLOYEE (Plan Section 1.31)                                                                                                                                                                
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | NOTE:                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                 | If
 this is a GUST restatement, complete the questions in this Section retroactively
 to the first Plan Year beginning after 1996.                                               
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | TOP-PAID
 GROUP ELECTION. Will the top ___ -paid group election be made? (The election
 made below for the latest year will continue to apply to subsequent Plan
 Years unless a different election is made.)   
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | a.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | Yes,
 for the Plan Year beginning in: ______.                                                                                                                                    
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | b.                                                                                                                                                                                                               | x                                                                                                                                                                                                                                                                               | No,
 for the Plan Year beginning in: 1997.                                                                                                                                       
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | CALENDAR
 YEAR DATA ELECTION. Will the calendar year data election be used? (The
 election made below for the latest year will continue to apply to subsequent
 Plan Years unless a different election is made.)
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | c.                                                                                                                                                                                                               | o                                                                                                                                                                                                                                                                               | Yes,
 for the Plan Year beginning in: ______.                                                                                                                                    
|                           |                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                   |                                                                                                              
|                           | d.                                                                                                                                                                                                               | x                                                                                                                                                                                                                                                                               | No,
 for the Plan Year beginning in: 1997.                                                                                                                                       

(C) 2002 Markley Actuarial Services,
Inc.

19

---



NON-STANDARDIZED 401(k) PROFIT
SHARING PLAN

|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|47.                     | ADP
 AND ACP TESTS (Plan Sections 12.4 and 12.6). The ADP ratio and ACP ratio for
 Non-Highly Compensated Employees will be based on the following. The election
 made below for the latest year will continue to apply to subsequent Plan
 Years unless the Plan is amended to a different election.              
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | a.                                                                                                                                                                                                                                                                                                                  | o | N/A.
 This Plan satisfies the ADP Test Safe Harbor rules and there are no
 contributions subject to an ACP test or for all Plan Years beginning in or
 after the Effective Date of the Plan or, in the case of an amendment and
 restatement, for all Plan Years to which the amendment and restatement
 relates.                                                                        
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | b.                                                                                                                                                                                                                                                                                                                  | o | PRIOR
 YEAR TESTING: The prior year ratio will be used for the Plan Year beginning
 in _____. (Note: If this election is made for the first year the Code Section
 401(k) or 401(m) feature is added to this Plan (unless this Plan is a
 successor plan), the amount taken into account as the ADP and ACP of
 Non-Highly Compensated Employees for the preceding Plan Year will be 3%.)
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | c.                                                                                                                                                                                                                                                                                                                  | x | CURRENT
 YEAR TESTING: The current year ratio will be used for the Plan Year beginning in 1997.                                                                                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | NOTE:                                                                                                                                                                                                                                                                                                               |   | In
 any Plan Year where the ADP Test Safe Harbor is being used but not the ACP
 Test Safe Harbor, then c. above must be used if an ACP test applies for such
 Plan Year.                                                                                                                                                                                                                 
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|TOP
 HEAVY REQUIREMENTS
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|48.                     | TOP
 HEAVY DUPLICATIONS (Plan Section 4.3(i)): When a Non-Key Employee is a
 Participant in this Plan and a Defined Benefit Plan maintained by the
 Employer, indicate which method shall be utilized to avoid duplication of top
 heavy minimum benefits: (If b., c., d. or e. is elected, f. must be
 completed.)
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | a.                                                                                                                                                                                                                                                                                                                  | x | N/A.
 The Employer does not maintain a Defined Benefit Plan. (Go to next Question)                                                                                                                                                                                                                                                                                                       
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | b.                                                                                                                                                                                                                                                                                                                  | o | The
 full top heavy minimum will be provided in each plan (if selected, Plan
 Section 4.3(i) shall not apply).                                                                                                                                                                                                                                                                           
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | c.                                                                                                                                                                                                                                                                                                                  | o | 5%
 defined contribution minimum.                                                                                                                                                                                                                                                                                                                                                        
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | d.                                                                                                                                                                                                                                                                                                                  | o | 2%
 defined benefit minimum.                                                                                                                                                                                                                                                                                                                                                             
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | e.                                                                                                                                                                                                                                                                                                                  | o | Specify
 the method under which the Plans will provide top heavy minimum benefits for
 Non-Key Employees that will preclude Employer discretion and avoid inadvertent
 omissions:                                                                                                                                                                                                        
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | NOTE:                                                                                                                                                                                                                                                                                                               |   | If
 c., d., or e. is selected and the Defined Benefit Plan and this Plan do not
 benefit the same Participants, the uniformity requirement of the Section
 401(a)(4) Regulations may be violated.                                                                                                                                                                                        
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | AND,                                                                                                                                                                                                                                                                                                                |   | the
 Present Value of Accrued Benefit (Plan Section 9.2) for Top Heavy purposes
 shall be based on...                                                                                                                                                                                                                                                                                  
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | f.                                                                                                                                                                                                                                                                                                                  | o | Interest
 Rate: _________________________________________________________________________                                                                                                                                                                                                                                                                                                
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                     |   | Mortality
 Table:
 _______________________________________________________________________                                                                                                                                                                                                                                                                                               
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|49.                     | TOP
 HEAVY DUPLICATIONS (Plan Section 4.3(f)): When a Non-Key Employee is a
 Participant in this Plan and another defined contribution plan maintained by
 the Employer, indicate which method shall be utilized to avoid duplication of
 top heavy minimum benefits:                                              
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | a.                                                                                                                                                                                                                                                                                                                  | x | N/A.
 The Employer does not maintain another qualified defined contribution plan.                                                                                                                                                                                                                                                                                                        
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | b.                                                                                                                                                                                                                                                                                                                  | o | The
 full top heavy minimum will be provided in each plan.                                                                                                                                                                                                                                                                                                                               
|                        | c.                                                                                                                                                                                                                                                                                                                  | o | A
 minimum, non-integrated contribution of 3% of each Non-Key Employees 415
 Compensation shall be provided in the Money Purchase Plan (or other plan
 subject to Code Section 412).                                                                                                                                                                                                    
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | d.                                                                                                                                                                                                                                                                                                                  | o | Specify
 the method under which the Plans will provide top heavy minimum benefits for
 Non-Key Employees that will preclude Employer discretion and avoid
 inadvertent omissions, including any adjustments required under Code Section
 415:                                                                                                                                            
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | NOTE:                                                                                                                                                                                                                                                                                                               |   | If
 c. or d. is selected and both plans do not benefit the same Participants, the
 uniformity requirement of the Section 401(a)(4) Regulations may be violated.                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|MISCELLANEOUS          
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|50.                     | LOANS
 TO PARTICIPANTS (Plan Section 7.6)                                                                                                                                                                                                                                                                          
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | a.                                                                                                                                                                                                                                                                                                                  | o | Loans
 are not permitted.                                                                                                                                                                                                                                                                                                                                                                
|                        |                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                          
|                        | b.                                                                                                                                                                                                                                                                                                                  | x | Loans
 are permitted.                                                                                                                                                                                                                                                                                                                                                                    

(C) 2002 Markley Actuarial Services,
Inc.

20

---



NONSTANDARDIZED 401(k) PROFIT SHARING PLAN

|    |                                                                                                                                              |                                                                                                                                                        |                                                                                                                                                                                                         |   |                                                                                                                                    | 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------------------------------------------------------------------------------------------------------------------- | 
|    | IF loans are
 permitted (select all that apply)...                                                                                          
|   
|    | c.                                                                                                                                           | x                                                                                                                                                      | loans will
 be treated as a Participant directed investment.                                                                                                                                           
|   
|    | d.                                                                                                                                           | o                                                                                                                                                      | loans will
 only be made for hardship or financial necessity.                                                                                                                                          
|   
|    | e.                                                                                                                                           | x                                                                                                                                                      | the minimum
 loan will be $500 (may not exceed $1,000).                                                                                                                                                
|   
|    | f.                                                                                                                                           | x                                                                                                                                                      | a
 Participant may only have 2 (e.g., one (1)) loan(s) outstanding at any time.                                                                                                                        
|   
|    | g.                                                                                                                                           | o                                                                                                                                                      | all
 outstanding loan balances will become due and payable in their entirety upon
 the occurrence of a distributable event (other than satisfaction of the
 conditions for an in-service distribution).
|   
|    | h.                                                                                                                                           | x                                                                                                                                                      | loans will
 only be permitted from the following accounts (select all that apply):                                                                                                                     
|   
|    |                                                                                                                                              |                                                                                                                                                        | 1.                                                                                                                                                                                                      | x | All
 accounts.                                                                                                                    
|   
|    |                                                                                                                                              |                                                                                                                                                        | 2.                                                                                                                                                                                                      | o | Participants
 Elective Deferral Account.                                                                                         
|   
|    |                                                                                                                                              |                                                                                                                                                        | 3.                                                                                                                                                                                                      | o | Qualified
 Matching Contribution Account and/or portion of Participants Account
 attributable to Employer matching contributions.
|   
|    |                                                                                                                                              |                                                                                                                                                        | 4.                                                                                                                                                                                                      | o | Participants
 Account attributable to Employer profit sharing contributions.                                                     
|   
|    |                                                                                                                                              |                                                                                                                                                        | 5.                                                                                                                                                                                                      | o | Qualified
 Non-Elective Contribution Account.                                                                                     
|   
|    |                                                                                                                                              |                                                                                                                                                        | 6.                                                                                                                                                                                                      | o | Participants
 Rollover Account.                                                                                                  
|   
|    |                                                                                                                                              |                                                                                                                                                        | 7.                                                                                                                                                                                                      | o | Participants
 Transfer Account.                                                                                                  
|   
|    |                                                                                                                                              |                                                                                                                                                        | 8.                                                                                                                                                                                                      | o | Participants
 Voluntary Contribution Account.                                                                                    
|   
|    | NOTE:                                                                                                                                        | Department
 of Labor Regulations require the adoption of a separate written loan program
 setting forth the requirements outlined in Plan Section 7.6.
|    |                                                                                                                                              |                                                                                                                                                        |                                                                                                                                                                                                         |   |                                                                                                                                   
|51. | DIRECTED
 INVESTMENT ACCOUNTS (Plan Section 4.10)                                                                                           
|   
|    | a.                                                                                                                                           | o                                                                                                                                                      | Participant
 directed investments are not permitted.                                                                                                                                                   
|   
|    | b.                                                                                                                                           | x                                                                                                                                                      | Participant
 directed investments are permitted for the following accounts (select all
 that apply):                                                                                                   
|   
|    |                                                                                                                                              |                                                                                                                                                        | 1.                                                                                                                                                                                                      | x | All
 accounts.                                                                                                                    
|   
|    |                                                                                                                                              |                                                                                                                                                        | 2.                                                                                                                                                                                                      | o | Participants
 Elective Deferral Account.                                                                                         
|   
|    |                                                                                                                                              |                                                                                                                                                        | 3.                                                                                                                                                                                                      | o | Qualified
 Matching Contribution Account and/or portion of Participants Account
 attributable to Employer matching contributions.
|   
|    |                                                                                                                                              |                                                                                                                                                        | 4.                                                                                                                                                                                                      | o | Participants
 Profit Sharing Account.                                                                                            
|   
|    |                                                                                                                                              |                                                                                                                                                        | 5.                                                                                                                                                                                                      | o | Qualified
 Non-Elective Contribution Account.                                                                                     
|   
|    |                                                                                                                                              |                                                                                                                                                        | 6.                                                                                                                                                                                                      | o | Participants
 Rollover Account.                                                                                                  
|   
|    |                                                                                                                                              |                                                                                                                                                        | 7.                                                                                                                                                                                                      | o | Participants
 Transfer Account.                                                                                                  
|   
|    |                                                                                                                                              |                                                                                                                                                        | 8.                                                                                                                                                                                                      | o | Participants
 Voluntary Contribution Account.                                                                                    
|   
|    |                                                                                                                                              |                                                                                                                                                        | 9.                                                                                                                                                                                                      | o | Other:                                                                                                                            
|    |                                                                                                                                              |                                                                                                                                                        |                                                                                                                                                                                                         |   |                                                                                                                                    | 
|    |                                                                                                                                              |                                                                                                                                                        |                                                                                                                                                                                                         |   |                                                                                                                                   
|    | AND, is it
 intended that the Plan comply with Act Section 404(c) with respect to the
 accounts subject to Participant investment direction?
|   
|    | c.                                                                                                                                           | o                                                                                                                                                      | No.                                                                                                                                                                                                     |   |                                                                                                                                   
|   
|    | d.                                                                                                                                           | x                                                                                                                                                      | Yes                                                                                                                                                                                                     |   |                                                                                                                                   
|    |                                                                                                                                              |                                                                                                                                                        |                                                                                                                                                                                                         |   |                                                                                                                                   
|    | AND, will
 voting rights on directed investments be passed through to Participants?                                                         
|   
|    | e.                                                                                                                                           | o                                                                                                                                                      | No. Employer
 stock is not an alternative OR Plan is not intended to comply with Act
 Section 404(c).                                                                                                  
|   
|    | f.                                                                                                                                           | x                                                                                                                                                      | Yes, for
 Employer stock only.                                                                                                                                                                         
|   
|    | g.                                                                                                                                           | o                                                                                                                                                      | Yes, for all
 investments.                                                                                                                                                                             
|    |                                                                                                                                              |                                                                                                                                                        |                                                                                                                                                                                                         |   |                                                                                                                                   
|52. | ROLLOVERS
 (Plan Section 4.6)                                                                                                               
|   
|    | a.                                                                                                                                           | o                                                                                                                                                      | Rollovers
 will not be accepted by this Plan.                                                                                                                                                          
|   
|    | b.                                                                                                                                           | x                                                                                                                                                      | Rollovers
 will be accepted by this Plan.                                                                                                                                                              
|   
|    |                                                                                                                                              |                                                                                                                                                        |                                                                                                                                                                                                         |   |                                                                                                                                   
|    | AND, if b.
 is elected, rollovers may be accepted...                                                                                        
|   
|    | c.                                                                                                                                           | x                                                                                                                                                      | from any
 Eligible Employee, even if not a Participant.                                                                                                                                                
|   
|    | d.                                                                                                                                           | o                                                                                                                                                      | from
 Participants only.                                                                                                                                                                               
|    |                                                                                                                                              |                                                                                                                                                        |                                                                                                                                                                                                         |   |                                                                                                                                   
|    | AND,
 distributions from a Participants Rollover Account may be made...                                                                    
|   
|    | e.                                                                                                                                           | x                                                                                                                                                      | at any time.                                                                                                                                                                                           
|   
|    | f.                                                                                                                                           | o                                                                                                                                                      | only when
 the Participant is otherwise entitled to a distribution under the Plan.                                                                                                                     
|    |                                                                                                                                              |                                                                                                                                                        |                                                                                                                                                                                                         |   |                                                                                                                                   
|53. | AFTER-TAX
 VOLUNTARY EMPLOYEE CONTRIBUTIONS (Plan Section 4.8)                                                                              
|   
|    | a.                                                                                                                                           | x                                                                                                                                                      | After-tax
 voluntary Employee contributions will not be allowed.                                                                                                                                       
|   
|    | b.                                                                                                                                           | o                                                                                                                                                      | After-tax
 voluntary Employee contributions will be allowed.                                                                                                                                           
|    |                                                                                                                                              |                                                                                                                                                        |                                                                                                                                                                                                         |   |                                                                                                                                   
|54. | LIFE
 INSURANCE (Plan Section 7.5)                                                                                                          
|   
|    | a.                                                                                                                                           | x                                                                                                                                                      | Life
 insurance may not be purchased.                                                                                                                                                                  
|   
|    | b.                                                                                                                                           | o                                                                                                                                                      | Life
 insurance may be purchased at the option of the Administrator.                                                                                                                                   
|   
|    | c.                                                                                                                                           | o                                                                                                                                                      | Life
 insurance may be purchased at the option of the Participant.                                                                                                                                     

(C) 2002
Markley Actuarial Services, Inc.

21

---



NONSTANDARDIZED 401(k) PROFIT SHARING PLAN

|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                    |  | 
|---------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|                       | AND, if b.
 or c. is elected, the purchase of initial or additional life insurance will
 be subject to the following limitations (select all that apply):                                                                                                                                                                                                                                                                                                                                                                         
|                      
|                       | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | N/A, no
 limitations.                                                                                                                                                                                             
|                      
|                       | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | each initial
 Contract will have a minimum face amount of $_______.                                                                                                                                               
|                      
|                       | f.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | each
 additional Contract will have a minimum face amount of $_______.                                                                                                                                            
|                      
|                       | g.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | the
 Participant has completed _____ Years of Service (or Periods of Service).                                                                                                                                    
|                      
|                       | h.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | the
 Participant has completed _____ Years of Service (or Periods of Service)
 while a Participant in the Plan.                                                                                                   
|                      
|                       | i.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | the
 Participant is under age _____ on the Contract issue date.                                                                                                                                                   
|                      
|                       | j.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | the maximum
 amount of all Contracts on behalf of a Participant may not exceed $_______.                                                                                                                          
|                      
|                       | k.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | the maximum
 face amount of any life insurance Contract will be $_______.                                                                                                                                         
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                   
|GUST
 TRANSITION RULES
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                   
|                       | The
 following questions only apply if this is a GUST restatement (i.e., Question
 6.c. is selected). If this is not a GUST restatement, then this Plan will not
 be considered an individually designed plan merely because the following
 questions are deleted from the Adoption Agreement.                                                                                                                                                                                                                                    
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                    |  | 
|55.                    | COMPENSATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                      
|                       | The family
 aggregation rules of Code Section 401(a)(17) as in effect under Code Section
 414(q)(6) prior to the enactment of SBJPA do not apply to this Plan effective
 as of:                                                                                                                                                                                                                                                                                                                                                   
|                      
|                       | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | x                                                                                                                                                                                                                                                                                                                        | The first
 day of the first Plan Year beginning after 1996.                                                                                                                                                       
|                      
|                       | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | ______ (may
 not be prior to the first day of the first Plan Year beginning in 1997 and
 may not be later than the first day of the Plan Year following the Plan Year
 in which this GUST restatement is adopted).
|                      
|                       | NOTE:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | If family
 aggregation continued to apply after 1996, the Plan is not a safe harbor plan
 for Code Section 401(a)(4) purposes and the Employer may not rely on the
 opinion letter issued by the Internal Revenue Service that this Plan is
 qualified under Code Section 401.                                          
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                   
|56.                    | LIMITATION
 ON ALLOCATIONS AND TOP HEAVY RULES If any Participant is a Participant in
 this Plan and a qualified defined benefit plan maintained by the Employer,
 then the limitations of Code Section 415(e) as in effect under Code Section
 414(q)(6) prior to the enactment of SBJPA do not apply to this Plan effective
 with respect to Limitation Years beginning on or after:                                                                                                                                            
|                      
|                       | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | x                                                                                                                                                                                                                                                                                                                        | N/A. The
 Employer does not maintain, and has never maintained, a qualified defined benefit
 plan OR the provisions of Code Section 415(e) have already been removed from
 this Plan.                             
|                      
|                       | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | ______ (may
 not be prior to the first Limitation Year beginning in 2000 and may not be
 later than the first Limitation Year beginning after the Limitation Year in
 which this GUST restatement is adopted).    
|                      
|                       | NOTE:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | If the Code
 Section 415(e) limits continued to apply to Limitation Years beginning after
 1999, the Plan is not a safe harbor plan for Code Section 401(a)(4) purposes
 and the Employer may not rely on the opinion letter issued by the Internal
 Revenue Service that this Plan is qualified under Code Section 401.
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                   
|                       | AND, if b.
 is selected with a date that is later than the effective date of this GUST
 restatement, then with respect to the Limitation Year in which this
 restatement is adopted, if any Participant is a Participant in this Plan and
 a qualified defined benefit plan maintained by the Employer, specify the
 method under which the plans involved will provide top heavy minimum benefits
 for Non-Key Employees and will satisfy the limitations of Code Section 415(e)
 in a manner that precludes Employer discretion:
|                      
|                       | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | N/A. The
 effective date of the GUST restatement is the date the provisions of Code
 Section 415(e) no longer apply to this Plan.                                                                                 
|                      
|                       | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                   
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                   
|                      
|                       | NOTE:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | If the top
 heavy minimum benefit is only provided in one plan and the Defined Benefit
 Plan and this Plan do not benefit the same Participants, the uniformity
 requirement of the Section 401(a)(4) Regulations may be violated.                                                                                      
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                   
|57.                    | INVOLUNTARY
 DISTRIBUTIONS If the Plan provides for involuntary distributions (i.e., 41.a.
 is elected) then the increase in the involuntary amount threshold from $3,500
 to $5,000 became effective with respect to distributions made on or after:                                                                                                                                                                                                                                                                             
|                      
|                       | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | o                                                                                                                                                                                                                                                                                                                        | N/A. The
 plan doesnt provide for involuntary distributions less than $5,000.                                                                                                                                    
|                      
|                       | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | x                                                                                                                                                                                                                                                                                                                        | August 6,
 1997, or if later _____ (leave blank if not applicable).                                                                                                                                               

(C) 2002
Markley Actuarial Services, Inc.

22

---



NONSTANDARDIZED 401(k) PROFIT SHARING PLAN

|    |                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|58. | MINIMUM
 DISTRIBUTIONS                                                                                                                                                                                
|   
|    | The proposed
 Code Section 401(a)(9) Regulations issued in January 2001 apply with respect
 to distributions under the Plan made on or after January 1, 2001, unless a
 later date is specified below:
|   
|    | a.                                                                                                                                                                                                     | o | N/A.                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|   
|    | b.                                                                                                                                                                                                     | x | January 1,
 2002 (may be any date in 2001 or the first day of any calendar year after
 2001).                                                                                                                                                                                                                                                                                                                                       
|   
|    | AND, if b.
 is selected, for years prior to the date specified above, life expectancies
 for minimum distributions required pursuant to Code Section 401(a)(9)
 shall...                              
|   
|    | c.                                                                                                                                                                                                     | o | be recalculated
 at the Participants election.                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | d.                                                                                                                                                                                                     | o | be
 recalculated.                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | e.                                                                                                                                                                                                     | x | not be
 recalculated.                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|59. | ADP AND ACP
 TESTS. For Plan Years beginning in and prior to the Plan Year in which the
 restatement is adopted, the following will apply:                                                            
|    |                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | ADP TEST:                                                                                                                                                                                             
|   
|    | a.                                                                                                                                                                                                     | o | PRIOR YEAR
 TESTING: The prior year ratio will be used for the Plan Year beginning in the
 year specified below. (If this election is made for the first year the Code
 Section 401(k) feature is added to this Plan (unless this Plan is a successor
 plan), the amount taken into account as the ADP of Non-Highly Compensated
 Employees for the preceding Plan Year will be 3%.) 1. o 1997 2.o 1998 3.
o 1999 4. o 2000 5. o __ 
|   
|    | b.                                                                                                                                                                                                     | x | CURRENT YEAR
 TESTING: The current year ratio will be used for the Plan Year beginning in:
 1. x
 1997 2. x
 1998 3. x
 1999 4. x
 2000 5. o
 __                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | ACP TEST:                                                                                                                                                                                             
|   
|    | c.                                                                                                                                                                                                     | o | N/A.                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | d.                                                                                                                                                                                                     | o | PRIOR YEAR
 TESTING: The prior year ratio will be used for the Plan Year beginning in the
 year specified below. (If this election is made for the first year the Code Section
 401(m) feature is added to this Plan (unless this Plan is a successor plan),
 the amount taken into account as the ACP of Non-Highly Compensated Employees
 for the preceding Plan Year will be 3%.) 1. o 1997 2. o 1998 3. o 1999 4. o 2000 5. o __
|   
|    | e.                                                                                                                                                                                                     | x | CURRENT YEAR
 TESTING: The current year ratio will be used for the Plan Year beginning in:
 1. x
 1997 2. x
 1998 3. x1999
 4. x
 2000 5. o
 __                                                                                                                                                                                                                                                                                     

(C) 2002
Markley Actuarial Services, Inc.

23

---



NONSTANDARDIZED 401(k) PROFIT SHARING PLAN

The adopting
Employer may rely on an opinion letter issued by the Internal Revenue Service
as evidence that the plan is qualified under Code Section 401 only to the
extent provided in Announcement 2001-77, 2001-30 I.R.B.

The Employer
may not rely on the opinion letter in certain other circumstances or with
respect to certain qualification requirements, which are specified in the
opinion letter issued with respect to the plan and in Announcement 2001-77.

In order to
have reliance in such circumstances or with respect to such qualification
requirements, application for a determination letter must be made to Employee
Plans Determinations of the Internal Revenue Service.

This Adoption
Agreement may be used only in conjunction with basic Plan document 01. This
Adoption Agreement and the basic Plan document shall together be known as
Markley Actuarial Services, Inc. Prototype Non-Standardized 401(k) Profit
Sharing Plan and Trust 01-005.

The adoption
of this Plan, its qualification by the IRS, and the related tax consequences
are the responsibility of the Employer and its independent tax and legal
advisors.

Markley
Actuarial Services, Inc. will notify the Employer of any amendments made to the
Plan or of the discontinuance or abandonment of the Plan. Furthermore, in order
to be eligible to receive such notification, we agree to notify Markley
Actuarial Services, Inc. of any change in address.

This Plan may
not be used, and shall not be deemed to be a Prototype Plan, unless an
authorized representative of Markley Actuarial Services, Inc. has acknowledged
the use of the Plan. Such acknowledgment is for administerial purposes only. It
acknowledges that the Employer is using the Plan but does not represent that
this Plan, including the choices selected on the Adoption Agreement, has been
reviewed by a representative of the sponsor or constitutes a qualified
retirement plan.

Markley
Actuarial Services, Inc.

|    |                      | 
|--- | -------------------- | 
|By: | /s/ JOHN R.
 MARKLEY | 
|    |                      | 
|    | John R.
 Markley     | 

With regard to
any questions regarding the provisions of the Plan, adoption of the Plan, or
the effect of an opinion letter from the IRS, call or write (this information
must be completed by the sponsor of this Plan or its designated
representative):

|           |                                  |              |      
|---------- | -------------------------------- | ------------ | -----
|Name:      | John R.
 Markley                 |              |      
|           |                                 
|           |                                  |              |      
|Address:   | 8 North
 Queen Street, Suite 900
|           |                                 
|           |                                 
|           | Lancaster                        | Pennsylvania | 17603
|           |                                 
|           |                                  |              |      
|Telephone: | (800)
 815-9654                  |              |      
|           |                                 

(C) 2002
Markley Actuarial Services, Inc.

24

---



NONSTANDARDIZED 401(k) PROFIT SHARING PLAN

The Employer
and Trustee hereby cause this Plan to be executed on September 3, 2002.

Furthermore,
this Plan may not be used unless acknowledged by Markley Actuarial Services,
Inc. or its authorized representative.

EMPLOYER:

Getty Realty
Corp.

|    |                                                                                           |  | 
|--- | ----------------------------------------------------------------------------------------- |  | 
|By: | /s/ THOMAS
 STIRNWEIS                                                                     | 
|    |                                                                                           | 
|    | Thomas
 Stirnweis 
 Corporate Controller and Treasurer                                   
|    |                                                                                           | 
|o   | The signature
 of the Trustee appears on a separate trust agreement attached to the Plan,

OR

|                            | 
|--------------------------- | 
|/s/ LEO LIEBOWITZ           | 
|                            | 
|Leo Liebowitz 
 TRUSTEE     | 
|                            | 
|/s/ RANDI YOUNG FILIP       | 
|                            | 
|Randi Young Filip 
 TRUSTEE | 
|                            | 
|/s/ THOMAS STIRNWEIS        | 
|                            | 
|Thomas Stirnweis 
 TRUSTEE  | 

(C) 2002
Markley Actuarial Services, Inc.

25

---



EGTRRA

AMENDMENT TO THE

GETTY REALTY CORP. RETIREMENT AND PROFIT
SHARING PLAN

---



EGTRRA  Employer

ARTICLE I

PREAMBLE

|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                   
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1                                                                                                                                                                                                             | Adoption and
 effective date of amendment. This amendment of the plan is adopted to reflect
 certain provisions of the Economic Growth and Tax Relief Reconciliation Act
 of 2001 (EGTRRA). This amendment is intended as good faith compliance with
 the requirements of EGTRRA and is to be construed in accordance with EGTRRA
 and guidance issued thereunder. Except as otherwise provided, this amendment
 shall be effective as of the first day of the first plan year beginning after
 December 31, 2001.
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.2                                                                                                                                                                                                             | Supersession
 of inconsistent provisions. This amendment shall supersede the provisions of
 the plan to the extent those provisions are inconsistent with the provisions
 of this amendment.                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|ARTICLE II                                                                                                                                                                                                     
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                   
|ADOPTION AGREEMENT ELECTIONS                                                                                                                                                                                   
|                                                                                                                                                                                                               
|THE
 QUESTIONS IN THIS ARTICLE II ONLY NEED TO BE COMPLETED IN ORDER TO OVERRIDE
 THE DEFAULT PROVISIONS SET FORTH BELOW. IF ALL OF THE DEFAULT PROVISIONS WILL
 APPLY, THEN THESE QUESTIONS SHOULD BE SKIPPED.
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                   
|UNLESS THE
 EMPLOYER ELECTS OTHERWISE IN THIS ARTICLE II, THE FOLLOWING DEFAULTS APPLY:                                                                                                                        
|                                                                                                                                                                                                               
|                                                                                                                                                                                                                | 1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | THE VESTING
 SCHEDULE FOR MATCHING CONTRIBUTIONS WILL BE A 6 YEAR GRADED SCHEDULE (IF THE
 PLAN CURRENTLY HAS A GRADED SCHEDULE THAT DOES NOT SATISFY EGTRRA) OR A 3
 YEAR CLIFF SCHEDULE (IF THE PLAN CURRENTLY HAS A CLIFF SCHEDULE THAT DOES NOT
 SATISFY EGTRRA), AND SUCH SCHEDULE WILL APPLY TO ALL MATCHING CONTRIBUTIONS
 (EVEN THOSE MADE PRIOR TO 2002).
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                | 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ROLLOVERS
 ARE AUTOMATICALLY EXCLUDED IN DETERMINING WHETHER THE $5,000 THRESHOLD HAS
 BEEN EXCEEDED FOR AUTOMATIC CASH-OUTS (IF THE PLAN IS NOT SUBJECT TO THE
 QUALIFIED JOINT AND SURVIVOR ANNUITY RULES AND PROVIDES FOR AUTOMATIC
 CASH-OUTS). THIS IS APPLIED TO ALL PARTICIPANTS REGARDLESS OF WHEN THE
 DISTRIBUTABLE EVENT OCCURRED.                     
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                | 3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | THE
 SUSPENSION PERIOD AFTER A HARDSHIP DISTRIBUTION IS MADE WILL BE 6 MONTHS AND
 THIS WILL ONLY APPLY TO HARDSHIP DISTRIBUTIONS MADE AFTER 2001.                                                                                                                                                                                                                
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                | 4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | CATCH-UP
 CONTRIBUTIONS WILL BE ALLOWED.                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                | 5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | FOR TARGET
 BENEFIT PLANS, THE INCREASED COMPENSATION LIMIT OF $200,000 WILL BE APPLIED
 RETROACTIVELY (I.E., TO YEARS PRIOR TO 2002).                                                                                                                                                                                                                            
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                   
|2.1                                                                                                                                                                                                             | VESTING
 SCHEDULE FOR MATCHING CONTRIBUTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                | If there are
 matching contributions subject to a vesting schedule that does not satisfy
 EGTRRA, then unless otherwise elected below, for participants who complete an
 hour of service in a plan year beginning after December 31, 2001, the
 following vesting schedule will apply to all matching contributions subject
 to a vesting schedule:                                                                                                                                                                 
|                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                | If the plan
 has a graded vesting schedule (i.e., the vesting schedule includes a vested
 percentage that is more than 0% and less than 100%) the following will apply:                                                                                                                                                                                                                                                                                                                                             

|                         |                           |  
|------------------------ | ------------------------- | -
|Years of vesting service | Nonforfeitable percentage
|                         |                          
|2                        | 20                        | %
|3                        | 40                        | %
|4                        | 60                        | %
|5                        | 80                        | %
|6                        | 100                       | %

If the plan
does not have a graded vesting schedule, then matching contributions will be
nonforfeitable upon the completion of 3 years of vesting service.

1

---



EGTRRA  Employer

|                                                                                    |    |   |                                                                                                                                                                                            
|----------------------------------------------------------------------------------- | -- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|In lieu of
 the above vesting schedule, the employer elects the following schedule:
|                                                                                   
|                                                                                    | a. | o | 3 year cliff
 (a participants accrued benefit derived from employer matching contributions
 shall be nonforfeitable upon the participants completion of three years of
 vesting service).
|                                                                                   
|                                                                                    | b. | o | 6 year
 graded schedule (20% after 2 years of vesting service and an additional 20%
 for each year thereafter).                                                                            
|                                                                                   
|                                                                                    | c. | o | Other (must
 be at least as liberal as a. or the b. above):                                                                                                                                

|                         |  |                          
|------------------------ |  | -------------------------
|Years of vesting service |  | Nonforfeitable percentage
|                         |  |                          
|_______                  |  | _______%                 
|_______                  |  | _______%                 
|_______                  |  | _______%                 
|_______                  |  | _______%                 
|_______                  |  | _______%                 

|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                          
|--------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  | The vesting
 schedule set forth herein shall only apply to participants who complete an
 hour of service in a plan year beginning after December 31, 2001, and, unless
 the option below is elected, shall apply to all matching contributions
 subject to a vesting schedule.                                                                                                                                                                                                                                                               
|                                 
|                                  | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | o | The
 vesting schedule will only apply to matching contributions made in plan years
 beginning after December 31, 2001 (the prior schedule will apply to matching
 contributions made in prior plan years).                                                               
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                          
|2.2                               | EXCLUSION OF
 ROLLOVERS IN APPLICATION OF INVOLUNTARY CASH-OUT PROVISIONS (FOR PROFIT
 SHARING AND 401(K) PLANS ONLY). If the plan is not subject to the qualified
 joint and survivor annuity rules and includes involuntary cash-out
 provisions, then unless one of the options below is elected, effective for
 distributions made after December 31, 2001, rollover contributions will be
 excluded in determining the value of the participants nonforfeitable account
 balance for purposes of the plans involuntary cash-out rules.
|                                 
|                                  | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | o | Rollover
 contributions will not be excluded.                                                                                                                                                                                                                            
|                                 
|                                  | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | x | Rollover
 contributions will be excluded only with respect to distributions made after
 January 1, 2002. (Enter a date no earlier than December 31, 2001.)                                                                                                               
|                                 
|                                  | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | o | Rollover
 contributions will only be excluded with respect to participants who
 separated from service after ________. (Enter a date. The date may be earlier
 than December 31, 2001.)                                                                                  
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                          
|2.3                               | SUSPENSION
 PERIOD OF HARDSHIP DISTRIBUTIONS. If the plan provides for hardship
 distributions upon satisfaction of the safe harbor (deemed) standards as set
 forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then, unless the option
 below is elected, the suspension period following a hardship distribution
 shall only apply to hardship distributions made after December 31, 2001.                                                                                                                                               
|                                 
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | x | With regard
 to hardship distributions made during 2001, a participant shall be prohibited
 from making elective deferrals and employee contributions under this and all
 other plans until the later of January 1, 2002, or 6 months after receipt of
 the distribution.
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                          
|2.4                               | CATCH-UP
 CONTRIBUTIONS (FOR 401(k) PROFIT SHARING PLANS ONLY): The plan permits
 catch-up contributions (Article VI) unless the option below is elected.                                                                                                                                                                                                                                                                                                                                                                                    
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                          
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | o | The plan
 does not permit catch-up contributions to be made.                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                          
|ARTICLE III                      
|                                 
|VESTING OF MATCHING CONTRIBUTIONS
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1                               | Applicability.
 This Article shall apply to participants who complete an Hour of Service
 after December 31, 2001, with respect to accrued benefits derived from
 employer matching contributions made in plan years beginning after December
 31, 2001. Unless otherwise elected by the employer in Section 2.1 above, this
 Article shall also apply to all such participants with respect to accrued
 benefits derived from employer matching contributions made in plan years
 beginning prior to January 1, 2002.                       
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  
|3.2                               | Vesting
 schedule. A participants accrued benefit derived from employer matching
 contributions shall vest as provided in Section 2.1 of this amendment.                                                                                                                                                                                                                                                                                                                                                                                    
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  
|ARTICLE IV                       
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  
|INVOLUNTARY CASH-OUTS            
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  
|4.1                               | Applicability
 and effective date. If the plan provides for involuntary cash-outs of amounts
 less than $5,000, then unless otherwise elected in Section 2.2 of this
 amendment, this Article shall apply for distributions made after December 31,
 2001, and shall apply to all participants. However, regardless of the
 preceding, this Article shall not apply if the plan is subject to the
 qualified joint and survivor annuity requirements of Sections 401(a)(11) and
 417 of the Code.                                            
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  
|4.2                               | Rollovers
 disregarded in determining value of account balance for involuntary
 distributions. For purposes of the Sections of the plan that provide for the
 involuntary distribution of vested accrued benefits of $5,000 or less, the
 value of a participants nonforfeitable account balance shall be determined
 without regard to that portion of the account                                                                                                                                                                         

2

---



EGTRRA -
Employer

|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       | balance that
 is attributable to rollover contributions (and earnings allocable thereto)
 within the meaning of Sections 402(c), 403(a)(4), 403(b)(8),
 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the
 participants nonforfeitable account balance as so determined is $5,000 or
 less, then the plan shall immediately distribute the participants entire
 nonforfeitable account balance.                                                                                                                                                                                                                                                                                                                               
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|ARTICLE V             
|                      
|HARDSHIP DISTRIBUTIONS
|                      
|5.1                    | Applicability
 and effective date. If the plan provides for hardship distributions upon
 satisfaction of the safe harbor (deemed) standards as set forth in Treas.
 Reg. Section 1.401(k)-1(d)(2)(iv), then this Article shall apply for calendar
 years beginning after 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.2                    | Suspension
 period following hardship distribution. A participant who receives a
 distribution of elective deferrals after December 31, 2001, on account of
 hardship shall be prohibited from making elective deferrals and employee
 contributions under this and all other plans of the employer for 6 months
 after receipt of the distribution. Furthermore, if elected by the employer in
 Section 2.3 of this amendment, a participant who receives a distribution of
 elective deferrals in calendar year 2001 on account of hardship shall be
 prohibited from making elective deferrals and employee contributions under
 this and all other plans until the later of January 1, 2002, or 6 months
 after receipt of the distribution.

ARTICLE VI

CATCH-UP CONTRIBUTIONS

Catch-up
Contributions. Unless otherwise elected in Section 2.4 of this amendment, all
employees who are eligible to make elective deferrals under this plan and who
have attained age 50 before the close of the plan year shall be eligible to
make catch-up contributions in accordance with, and subject to the limitations
of, Section 414(v) of the Code. Such catch-up contributions shall not be taken
into account for purposes of the provisions of the plan implementing the
required limitations of Sections 402(g) and 415 of the Code. The plan shall not
be treated as failing to satisfy the provisions of the plan implementing the
requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of
the Code, as applicable, by reason of the making of such catch-up
contributions.

ARTICLE VII

INCREASE IN COMPENSATION LIMIT

Increase in
Compensation Limit. The annual compensation of each participant taken into
account in determining allocations for any plan year beginning after December
31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in
accordance with Section 401(a)(17)(B) of the Code. Annual compensation means
compensation during the plan year or such other consecutive 12-month period
over which compensation is otherwise determined under the plan (the
determination period). If this is a target benefit plan, then except as
otherwise elected in Section 2.5 of this amendment, for purposes of determining
benefit accruals in a plan year beginning after December 31, 2001, compensation
for any prior determination period shall be limited to $200,000. The
cost-of-living adjustment in effect for a calendar year applies to annual
compensation for the determination period that begins with or within such
calendar year.

ARTICLE VIII

PLAN LOANS

Plan loans for
owner-employees or shareholder-employees. If the plan permits loans to be made
to participants, then effective for plan loans made after December 31, 2001,
plan provisions prohibiting loans to any owner-employee or shareholder-employee
shall cease to apply.

ARTICLE IX

LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415
LIMITS)

|    |                                                                                                                                                                                                                                                                                                          |                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------
|9.1 | Effective
 date. This Section shall be effective for limitation years beginning after
 December 31, 2001.                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                         
|9.2 | Maximum
 annual addition. Except to the extent permitted under Article VI of this
 amendment and Section 414(v) of the Code, if applicable, the annual addition
 that may be contributed or allocated to a participants account under the
 plan for any limitation year shall not exceed the lesser of:
|    |                                                                                                                                                                                                                                                                                                         
|    | a.                                                                                                                                                                                                                                                                                                       | $40,000, as
 adjusted for increases in the cost-of-living under Section 415(d) of the
 Code, or                               
|    |                                                                                                                                                                                                                                                                                                          |                                                                                                                               
|    | b.                                                                                                                                                                                                                                                                                                       | 100 percent
 of the participants compensation, within the meaning of Section 415(c)(3) of
 the Code, for the limitation year.

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

3

---



EGTRRA -
Employer

ARTICLE X

MODIFICATION OF TOP-HEAVY RULES

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1   | Effective
 date. This Article shall apply for purposes of determining whether the plan
 is a top -heavy plan under Section 416(g) of the Code for plan years
 beginning after December 31, 2001, and whether the plan satisfies the minimum
 benefits requirements of Section 416(c) of the Code for such years. This
 Article amends the top-heavy provisions of the plan.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.2   | Determination
 of top-heavy status.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.2.1 | Key
 employee. Key employee means any employee or former employee (including any
 deceased employee) who at any time during the plan year that includes the
 determination date was an officer of the employer having annual compensation
 greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for
 plan years beginning after December 31, 2002), a 5-percent owner of the employer,
 or a 1-percent owner of the employer having annual compensation of more than
 $150,000. For this purpose, annual compensation means compensation within the
 meaning of Section 415(c)(3) of the Code. The determination of who is a key
 employee will be made in accordance with Section 416(i)(1) of the Code and
 the applicable regulations and other guidance of general applicability issued
 thereunder.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.2.2 | Determination
 of present values and amounts. This Section 10.2.2 shall apply for purposes
 of determining the present values of accrued benefits and the amounts of
 account balances of employees as of the determination date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Distributions
 during year ending on the determination date. The present values of accrued
 benefits and the amounts of account balances of an employee as of the
 determination date shall be increased by the distributions made with respect
 to the employee under the plan and any plan aggregated with the plan under
 Section 416(g)(2) of the Code during the 1-year period ending on the
 determination date. The preceding sentence shall also apply to distributions
 under a terminated plan which, had it not been terminated, would have been
 aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In the
 case of a distribution made for a reason other than separation from service,
 death, or disability, this provision shall be applied by substituting 5-year
 period for 1-year period.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Employees
 not performing services during year ending on the determination date. The accrued
 benefits and accounts of any individual who has not performed services for
 the employer during the 1-year period ending on the determination date shall
 not be taken into account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.3   | Minimum
 benefits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.3.1 | Matching
 contributions. Employer matching contributions shall be taken into account
 for purposes of satisfying the minimum contribution requirements of Section
 416(c)(2) of the Code and the plan. The preceding sentence shall apply with
 respect to matching contributions under the plan or, if the plan provides
 that the minimum contribution requirement shall be met in another plan, such
 other plan. Employer matching contributions that are used to satisfy the
 minimum contribution requirements shall be treated as matching contributions
 for purposes of the actual contribution percentage test and other
 requirements of Section 401(m) of the Code.                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.3.2 | Contributions
 under other plans. The employer may provide, in an addendum to this
 amendment, that the minimum benefit requirement shall be met in another plan
 (including another plan that consists solely of a cash or deferred
 arrangement which meets the requirements of Section 401(k)(12) of the Code
 and matching contributions with respect to which the requirements of Section
 401(m)(11) of the Code are met). The addendum should include the name of the
 other plan, the minimum benefit that will be provided under such other plan,
 and the employees who will receive the minimum benefit under such other plan.                                                                                                                                                                                 

ARTICLE XI

DIRECT ROLLOVERS

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11.1 | Effective
 date. This Article shall apply to distributions made after December 31, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.2 | Modification
 of definition of eligible retirement plan. For purposes of the direct
 rollover provisions of the plan, an eligible retirement plan shall also mean
 an annuity contract described in Section 403(b) of the Code and an eligible
 plan under Section 457(b) of the Code which is maintained by a state,
 political subdivision of a state, or any agency or instrumentality of a state
 or political subdivision of a state and which agrees to separately account
 for amounts transferred into such plan from this plan. The definition of
 eligible retirement plan shall also apply in the case of a distribution to a
 surviving spouse, or to a spouse or former spouse who is the alternate payee
 under a qualified domestic relation order, as defined in Section 414(p) of
 the Code.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.3 | Modification
 of definition of eligible rollover distribution to exclude hardship
 distributions. For purposes of the direct rollover provisions of the plan,
 any amount that is distributed on account of hardship shall not be an
 eligible rollover                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

4

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EGTRRA -
Employer

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | distribution
 and the distributee may not elect to have any portion of such a distribution
 paid directly to an eligible retirement plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|11.4 | Modification
 of definition of eligible rollover distribution to include after-tax employee
 contributions. For purposes of the direct rollover provisions in the plan, a
 portion of a distribution shall not fail to be an eligible rollover
 distribution merely because the portion consists of after-tax employee
 contributions which are not includible in gross income. However, such portion
 may be transferred only to an individual retirement account or annuity
 described in Section 408(a) or (b) of the Code, or to a qualified defined
 contribution plan described in Section 401(a) or 403(a) of the Code that
 agrees to separately account for amounts so transferred, including separately
 accounting for the portion of such distribution which is includible in gross
 income and the portion of such distribution which is not so includible.

ARTICLE XII

ROLLOVERS FROM OTHER PLANS

Rollovers from
other plans. The employer, operationally and on a nondiscriminatory basis, may
limit the source of rollover contributions that may be accepted by this plan.

ARTICLE XIII

REPEAL OF MULTIPLE USE TEST

Repeal of
Multiple Use Test. The multiple use test described in Treasury Regulation
Section 1.401(m)-2 and the plan shall not apply for plan years beginning after
December 31, 2001.

ARTICLE XIV

ELECTIVE DEFERRALS

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14.1 | Elective
 Deferrals - Contribution Limitation. No participant shall be permitted to
 have elective deferrals made under this plan, or any other qualified plan
 maintained by the employer during any taxable year, in excess of the dollar
 limitation contained in Section 402(g) of the Code in effect for such taxable
 year, except to the extent permitted under Article VI of this amendment and
 Section 414(v) of the Code, if applicable.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|14.2 | Maximum
 Salary Reduction Contributions for SIMPLE plans. If this is a SIMPLE 401(k)
 plan, then except to the extent permitted under Article VI of this amendment
 and Section 414(v) of the Code, if applicable, the maximum salary reduction
 contribution that can be made to this plan is the amount determined under
 Section 408(p)(2)(A)(ii) of the Code for the calendar year.                                                            

ARTICLE XV

SAFE HARBOR PLAN PROVISIONS

Modification
of Top-Heavy Rules. The top-heavy requirements of Section 416 of the Code and
the plan shall not apply in any year beginning after December 31, 2001, in
which the plan consists solely of a cash or deferred arrangement which meets
the requirements of Section 401(k)(12) of the Code and matching contributions
with respect to which the requirements of Section 401(m)(11) of the Code are met.

ARTICLE XVI

DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|16.1 | Effective
 date. This Article shall apply for distributions and transactions made after
 December 31, 2001, regardless of when the severance of employment occurred.                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|16.2 | New
 distributable event. A participants elective deferrals, qualified
 nonelective contributions, qualified matching contributions, and earnings
 attributable to these contributions shall be distributed on account of the
 participants severance from employment. However, such a distribution shall
 be subject to the other provisions of the plan regarding distributions, other
 than provisions that require a separation from service before such amounts
 may be distributed.

This amendment
has been executed this third day of September, 2003.

Name of
Employer: Getty Realty Corp.

|    |                                                              
|--- | -------------------------------------------------------------
|By: | /s/ THOMAS
 STIRNWEIS                                        
|    |                                                              
|    | Thomas
 Stirnweis Corporate Controller and Treasurer
EMPLOYER

Name of Plan:
Getty Realty Corp. Retirement and Profit Sharing Plan

5

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