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

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                                                       DEFINED CONTRIBUTION PLAN

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II
                                 ADMINISTRATION
<S>     <C>                                                                   <C>
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
</TABLE>

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                                                       DEFINED CONTRIBUTION PLAN

<TABLE>
<CAPTION>
                                    ARTICLE V
                                   VALUATIONS
<S>     <C>                                                                   <C>
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
</TABLE>

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                                                       DEFINED CONTRIBUTION PLAN

<TABLE>
<S>     <C>                                                                   <C>
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
</TABLE>

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                                                       DEFINED CONTRIBUTION PLAN

<TABLE>
<S>     <C>                                                                   <C>
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
</TABLE>

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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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                                                       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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                                                       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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                                                       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.

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                                       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.

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                                       6
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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.


                                       7
<PAGE>

                                                       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
<PAGE>

                                                       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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                                       9
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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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<PAGE>

                                                       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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<PAGE>

                                                       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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<PAGE>

                                                       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

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                                       15
<PAGE>

                                                       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

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                                       16
<PAGE>

                                                       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:

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                                       17
<PAGE>

                                                       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

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                                       18
<PAGE>

                                                       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.

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                                       19
<PAGE>

                                                       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

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                                       20
<PAGE>

                                                       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.

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                                       21
<PAGE>

                                                       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.

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                                       22
<PAGE>

                                                       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

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                                                       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

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                                                       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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                                                       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.

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<PAGE>

                                                       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

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                                       27
<PAGE>

                                                       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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                                       28
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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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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.

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                                                       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

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                                                       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.

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                                       35
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                                                       DEFINED CONTRIBUTION PLAN

            (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

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                                                       DEFINED CONTRIBUTION PLAN

            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.

            (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.

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                                                       DEFINED CONTRIBUTION PLAN

            (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.

            (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.

            (4) In the form of an annuity over the life expectancy of the
            Beneficiary.

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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.

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                                                       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.

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                                                       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.

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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).

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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.

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                                                       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

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                                                       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,

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                                                       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

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                                                       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

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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

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      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.

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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.

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            (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

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      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.

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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.

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            (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,

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      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.

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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

            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.

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                                   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,

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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.

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                                                       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

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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.

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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

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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

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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"

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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."

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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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                                                       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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            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.

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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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                                                       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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                                                       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

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            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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<PAGE>

                                                       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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<PAGE>

                                                       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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                                       73
<PAGE>

                                                       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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                                       74
<PAGE>

                                                       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.

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                                       75
<PAGE>

                                  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.

<PAGE>

                             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
<PAGE>

            (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
<PAGE>

      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
<PAGE>

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.

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


                                       4
<PAGE>

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
<PAGE>

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
<PAGE>

                                     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.  | |   Professional Service Corporation
      c.  | |   S Corporation
      d.  | |   Limited Liability Company that is taxed as:
                1.  | | a partnership or sole proprietorship
                2.  | | a Corporation
                3.  | | an S Corporation
      e.  | |   Sole Proprietorship
      f.  | |   Partnership (including Limited Liability)
      g.  | |   Other:

      AND, the Employer is a member of (select all that apply):
      h.  | |   a controlled group
      i.  | |   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
<PAGE>

                                     NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

6.    EFFECTIVE DATE
      a.  | |   This is a new Plan effective as of ______________ (hereinafter
                called the "Effective Date").
      b.  | |   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.  | |   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.  | |   The last day of each Plan Year.
      c.  | |   The last day of each Plan Year half (semi-annual).
      d.  | |   The last day of each Plan Year quarter.
      e.  | |   Other (specify day or dates):___________________(must be at
                least once each Plan Year).

9.    PLAN NUMBER assigned by the Employer
      a.  |X|   001
      b.  | |   002
      c.  | |   003
      d.  | |   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.  | | Use address and telephone number below:

                Address:
                           -----------------------------------------------------
                                                  Street

                           ---------------    ---------------    ---------------
                                City               State              Zip
                Telephone:
                           -----------------------------------------------------

(C) 2001 Markley Actuarial Services, Inc.


                                       2
<PAGE>

                                     NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

      b.  | |   Corporate Trustee

                Name:
                           -----------------------------------------------------

                Address:
                           -----------------------------------------------------
                                                  Street

                           ---------------    ---------------    ---------------
                                City               State              Zip
                Telephone:
                           -----------------------------------------------------

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

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

                2.  | | a discretionary Trustee over all Plan assets except for
                        the following:

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

      AND, shall a separate trust agreement be used with this Plan?
      c.  | |   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.  | |   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.  | |   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.  | | Non-resident aliens (as defined in Plan Section 1.18).
                3.  | | Employees who became Employees as the result of a "Code
                        Section 410(b)(6)(C) transaction" (as defined in Plan
                        Section 1.18).
                4.  | | Salaried Employees
                5.  | | Highly Compensated Employees
                6.  | | Leased Employees
                7.  | | 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.  | |   For purposes of all Employer contributions (other than Elective
                Deferrals and matching contributions)...
      e.  | |   For purposes of Employer matching contributions...

(C) 2001 Markley Actuarial Services, Inc.


                                       3
<PAGE>

                                     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.  | |   N/A. No exclusions.
      g.  | |   The following are excluded, except that if g.3. is selected,
                such Employees will be included (select all that apply):
                1.  | | Union Employees (as defined in Plan Section 1.18).
                2.  | | Non-resident aliens (as defined in Plan Section 1.18).
                3.  | | Employees who became Employees as the result of a "Code
                        Section 410(b)(6)(C) transaction" (as defined in Plan
                        Section 1.18).
                4.  | | Salaried Employees
                5.  | | Highly Compensated Employees
                6.  | | Leased Employees
                7.  | | 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.  | |   Name of First Affiliated Employer:
                                                  ------------------------------

                Address:
                           -----------------------------------------------------
                                                  Street

                           ---------------    ---------------    ---------------
                                City               State              Zip
                Telephone:
                           -----------------------------------------------------
                Taxpayer Identification Number:
                                               ---------------------------------

      AND, the Affiliated Employer is:
      c.  | |   Corporation (including Tax-exempt, Non-profit or Professional
                Service Corporation)
      d.  | |   S Corporation
      e.  | |   Limited Liability Company that is taxed as:
                1.  | | a partnership or sole proprietorship
                2.  | | a Corporation
                3.  | | an S Corporation
      f.  | |   Sole Proprietorship
      g.  | |   Partnership (including Limited Liability)
      h.  | |   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.  | |   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.  | | No service requirement
                2.  |X| 1/2 Year of Service or Period of Service
                3.  | | 1 Year of Service or Period of Service
                4.  | | _________- (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.  | | Other:
                              --------------------------------------------------

(C) 2001 Markley Actuarial Services, Inc.


                                       4
<PAGE>

 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.  | | No age requirement
                2.  | | 20 1/2
                3.  |X| 21
                4.  | | Other:_______(may not exceed 21)
      d.  | |   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.  | | service requirement (will let part-time Eligible
                        Employees in Plan)
                2.  | | age requirement

      HOWEVER, DIFFERENT ELIGIBILITY CONDITIONS WILL APPLY (select e. OR f.
      and/or g.):
      e.  | |   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.  | |   For purposes of Employer matching contributions...

      If f. OR g. IS SELECTED, the following eligibility conditions apply for
      such purposes:
      h.  | |   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.  | | No service requirement
                2.  | | 1/2 Year of Service or Period of Service
                3.  |X| 1 Year of Service or Period of Service
                4.  | | ___________(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.  | | 1 1/2 Years of Service or Periods of Service
                6.  | | 2 Years of Service or Periods of Service
                7.  | | 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.  | | No age requirement
                2.  | | 20 1/2
                3.  |X| 21
                4.  | | Other:______(may not exceed 21)
      k.  | |   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.  | | service requirement (will let part-time Eligible
                        Employees in Plan)
                2.  | | 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.  | |   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.  | |   the first day of the Plan Year quarter coinciding with or next
                following the date on which such requirements are satisfied.
      d.  | |   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.  | |   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.  | |   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
<PAGE>

                                     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.  | |   For purposes of all Employer contributions (other than Elective
                Deferrals and matching contributions)...
      i.  | |   For purposes of Employer matching contributions...

      IF h. OR i. IS SELECTED, the following entry dates apply for such purposes
                (select one):
      j.  | |   the first day of the month coinciding with or next following the
                date on which such requirements are satisfied.
      k.  | |   the first day of the Plan Year quarter coinciding with or next
                following the date on which such requirements are satisfied.
      l.  | |   the first day of the Plan Year in which such requirements are
                satisfied.
      m.  | |   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.  | |   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.  | |   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.  | |   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.  | |   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.  | | service will only be recognized for vesting purposes.
                3.  | | service will only be recognized for eligibility
                        purposes.
                4.  | | 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.  | |   all purposes. (If selected, skip to Question 19.)
      c.  | |   eligibility to participate.
      d.  | |   vesting.
      e.  | |   sharing in allocations or contributions.

      HOURS OF SERVICE METHOD shall be used for the following purposes (select
      all that apply):
      f.  | |   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.  | | 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.  | | 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
<PAGE>

                                     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.  | |   salaried Employees only (for hourly Employees, actual Hours of
                Service will be used).

      ON THE BASIS OF:
      l.  | |   actual hours for which an Employee is paid or entitled to
                payment.
      m.  | |   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.  | |   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.  | |   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.  | |   100% upon entering Plan. (Required if eligibility requirement is
                greater than one (1) Year of Service or Period of Service.)

      b.  | |   3 Year Cliff:                   c.  | |   5 Year Cliff:
                0-2 years        0 %                      0-4 years        0 %
                3 years          100 %                    5 years          100 %

      d.  |X|   6 Year Graded:                  e.  | |   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.  | |   5 Year Graded:                  g.  | |   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.  | |   Other - Must be at least as liberal as either c. or g. above.

                Service               Percentage
                 ____                    ____
                 ____                    ____
                 ____                    ____
                 ____                    ____
                 ____                    ____
                 ____                    ____
                 ____                    ____

(C) 2001 Markley Actuarial Services, Inc.


                                       7
<PAGE>

                                     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.  | |   100% upon entering Plan. (Required if eligibility requirement is
                greater than one (1) Year of Service or Period of Service.)
      k.  | |   3 Year Cliff
      l.  | |   5 Year Cliff
      m.  | |   6 Year Graded
      n.  | |   4 Year Graded
      o.  | |   5 Year Graded
      p.  | |   7 Year Graded
      q.  | |   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.  | |   Pre-amended schedule:
                Service               Percentage
                 ____                    ____
                 ____                    ____
                 ____                    ____
                 ____                    ____
                 ____                    ____
                 ____                    ____
                 ____                    ____

(C) 2001 Markley Actuarial Services, Inc.


                                       8
<PAGE>

                                     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.  | |   6 Year Graded:
                0-1 year  0 %
                2 years  20 %
                3 years  40 %
                4 years  60 %
                5 years  80 %
                6 years 100 %
      c.  | |   3 Year Cliff:
                0-2 years 0 %
                3 years 100 %
      d.  | |   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.  | |   Service prior to the Effective Date of the Plan or a predecessor
                plan.
      c.  | |   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.  | |   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.  | |   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.  | |   Participant's "NRA".
      OR (select one)
      b.  |X|   first day of the month coinciding with or next following the
                Participant's "NRA".
      c.  | |   first day of the month nearest the Participant's "NRA".
      d.  | |   Anniversary Date coinciding with or next following the
                Participant's "NRA".
      e.  | |   Anniversary Date nearest the Participant's "NRA".

26.   EARLY RETIREMENT DATE (Plan Section 1.15) means the:
      a.  | |   No Early Retirement provision provided.
      b.  | |   date on which a Participant...
      c.  |X|   first day of the month coinciding with or next following the
                date on which a Participant...
      d.  | |   Anniversary Date coinciding with or next following the date on
                which a Participant...

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                                       9
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                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

      AND, if b., c., or d. is selected...
      e.  | |   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.  | |   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.  | |   Section 3401(a) wages (wages for withholding purposes).
      c.  | |   415 safe-harbor compensation.

      COMPENSATION shall be based on the following determination period:
      d.  |X|   the Plan Year.
      e.  | |   the Fiscal Year coinciding with or ending within the Plan Year.
      f.  | |   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.  | |   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.  | | 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.  | | excluding overtime.
                5.  | | excluding bonuses.
                6.  | | 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.  | |   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.  | | 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.  | | excluding overtime
                4.  |X| excluding bonuses
                5.  | | excluding commissions
                6.  |X| other: excluding reportable income from the sale,
                        exchange or other disposition of stock acquired under a
                        stock option plan.

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                                     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.  | |   %____.
      b.  |X|   up to 50%.
      c.  | |   from ____% to ____%.
      d.  | |   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.  | |   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.  | |   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.  | | On the first day of the month
                3.  | | On the first day of each Plan Year quarter
                4.  | | On the first day of the Plan Year or the first day of
                        the 7th month of the Plan Year
                5.  | | 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.  | |   Yes, by ____% of Compensation.

      SHALL THERE BE a special effective date for the salary deferral component
      of the Plan?
      k.  |X|   No.
      l.  | |   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.  | |   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.  | |   Yes, but only the ADP (and NOT the ACP) Test Safe Harbor
      provisions will be used.
      c.  | |   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.  | | 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.  | | 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 Question
                        31., 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
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                                     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.  | |   Safe Harbor Matching Contribution (select 1. or 2. AND 3.)
                1.  | | 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.  | | 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. | |  ____% (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. | |  ____% 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.  | | 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. | |  the entire Plan Year.
                        b. | |  each payroll period.
                        c. | |  all payroll periods ending with or within each
                                month.
                        d. | |  all payroll periods ending with or within the
                                Plan Year quarter.
      e.  | |   Nonelective Safe Harbor Contributions (select one)
                1.  | | 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.  | | 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.  | |   Highly Compensated Employees.
      g.  | |   Employees who have not satisfied the greatest minimum age and
                service conditions permitted under Code Section 410(a).
      h.  | |   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.  | |   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.  | |   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
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                                     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.  | |   N/A. There will not be any matching contributions (Skip to
                Question 33).
      b.  |X|   The Employer ... (select 1. or 2.)
                1.  | | 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.  | | 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.  | | $____.
                5.  | | 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.  | |   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.  | |   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.  | |   each payroll period.
      g.  | |   all payroll periods ending within each month.
      h.  | |   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.  | |   $____.

      MATCHING CONTRIBUTIONS WILL BE MADE ON BEHALF OF:
      k.  |X|   all Participants.
      l.  | |   only Non-Highly Compensated Employees.

      SHALL THE MATCHING CONTRIBUTIONS BE QUALIFIED MATCHING CONTRIBUTIONS?
      m.  | |   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.  | |   N/A.
      b.  |X|   No service requirement.
      c.  | |   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.  | |   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 Section
                410(b).)

(C) 2001 Markley Actuarial Services, Inc.


                                       13
<PAGE>

                                     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.  | |   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.  | |   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.  | |   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.  | |   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.  | |   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.  | |   Discretionary, to be determined by the Employer, out of current
                or accumulated Net Profits.
      d.  | |   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.  | | Yes.
                2.  | | 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.  | | No (If selected, then the Prevailing Wage Contribution
                        will be added to amounts allocated pursuant to e. or f.
                        below.)
                4.  | | 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.  | |   NON-INTEGRATED ALLOCATION
                1.  | | In the same ratio as each Participant's Compensation
                        bears to the total of such Compensation of all
                        Participants.
                2.  | | In the same dollar amount to all Participants (per
                        capita).
                3.  | | In the same dollar amount per Hour of Service completed
                        by each Participant.
                4.  | | 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. | |  ___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
<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

                                of Service) taken into account shall not
                                exceed____ (leave blank if no limit on service
                                applies).
                        b.  | | _____ point(s) shall be allocated for each full
                                $____ (may not exceed $200) of Compensation.
                        c.  | | _____ 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.  | | _____% (not to exceed 100%) of the Taxable Wage Base.
                        (See Note below)
                3.  | | 80% of the Taxable Wage Base plus $1.00.
                4.  | | $_____ (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.  | |   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.  | |   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.  | |   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.  | |   all Participants.
      f.  | |   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.  | |   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.  | | No service requirement.
                2.  | | 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.  | |   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.  | |   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.  | | 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.  | |   Yes (If selected, the Plan must satisfy the ratio percentage
                test of Code Section 410(b)).

(C)  2002  Markley Actuarial Services, Inc.

                                       15
<PAGE>

                                     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.  | |   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.  | |   No.

      AND, EXCEPT as otherwise provided below with respect to Forfeitures
      attributable to matching contributions, any remaining Forfeitures will
      be...
      e.  | |   added to any Employer discretionary contribution.
      f.  |X|   used to reduce any Employer contribution.
      g.  | |   added to any Employer matching contribution and allocated as an
                additional matching contribution.
      h.  | |   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.  | |   N/A. Same as above or no matching contributions.
      j.  |X|   used to reduce the Employer's matching contribution.
      k.  | |   added to any Employer matching contribution and allocated as an
                additional matching contribution.
      l.  | |   added to any Employer discretionary profit sharing contribution.
      m.  | |   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.  | |   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.  | |   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.  | |   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.  | |   by using the method specified in Plan Section 4.3(c) (balance
                forward method).
      e.  | |   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.  | |   The provisions of Plan Section 4.4(b) will apply as if the other
                plan were a Master or Prototype Plan.
      c.  | |   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:___________________________________________________



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                                     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.  | |   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.  | | 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.  | |   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.  | | 100% of Participant's interest in the Plan.
                2.  | | 50% of Participant's interest in the Plan.
                3.  | | ____% (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.  | | N/A.
                5.  | | Joint and 100% survivor annuity.
                6.  | | 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.  | |   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.  | |   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.  | |   The Participant has incurred ___ 1-Year Break(s) in Service (or
                Period(s) of Severance if the Elapsed Time Method is elected).
      d.  | |   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.  | |   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.  | |   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.  | |   Distributions may be made at the Participant's election as soon
                as administratively feasible ___ months following termination of
                employment.
      h.  | |   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.  | |   No


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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.  | |   N/A. (This is a new Plan or this Plan has never included the
                pre-SBJPA provisions.)
      b.  | |   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.  | | 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.  | | N/A. Annuity distributions are not permitted.
                        b.  | | Upon the recommencement of distributions, the
                                original Annuity Starting Date will be retained.
                        c.  | | 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.  | | 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.  | |   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.  | |   be made within 5 (or if lesser ____) years of death for all
                beneficiaries.
      d.  | |   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.  | |   No hardship distributions are permitted.
      b.  |X|   Hardship distributions are permitted from the following accounts
                (select all that apply):
                1.  | | All accounts.
                2.  |X| Participant's Elective Deferral Account.
                3.  | | Participant's Account attributable to Employer
                        matching contributions.
                4.  | | Participant's Account attributable to Employer
                        profit sharing contributions.
                5.  |X| Participant's Rollover Account.
                6.  | | Participant's Transfer Account.
                7.  | | 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.  | |   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.


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                                     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.  | |   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.  | |   N/A. There is no minimum.
      h.  |X|   $ 500 (may not exceed $1,000).

45.   IN-SERVICE DISTRIBUTIONS (Plan Section 6.10)
      a.  | |   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.  | | the Participant has attained age ______ .
                2.  |X| the Participant has reached Normal Retirement Age.
                3.  | | the Participant has been a Participant in the Plan
                        for at least ____ years (may not be less than five (5)).
                4.  | | 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.  | |   Participant's Elective Deferral Account.
      e.  | |   Qualified Matching Contribution Account and portion of
                Participant's Account attributable to Employer matching
                contributions.
      f.  | |   Participant's Account attributable to Employer profit sharing
                contributions.
      g.  | |   Qualified Non-Elective Contribution Account.
      h.  | |   Participant's Rollover Account.
      i.  | |   Participant's Transfer Account.
      j.  | |   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.  | |   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.  | |   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.  | |   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.  | |   Yes, for the Plan Year beginning in: __________ .
      d.  |X|   No, for the Plan Year beginning in: 1997 .


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                                     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.  | |   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.  | |   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.  | |   The full top heavy minimum will be provided in each plan (if
                selected, Plan Section 4.3(i) shall not apply).
      c.  | |   5% defined contribution minimum.
      d.  | |   2% defined benefit minimum.
      e.  | |   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.  | |   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.  | |   The full top heavy minimum will be provided in each plan.
      c.  | |   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.  | |   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.  | |   Loans are not permitted.
      b.  |X|   Loans are permitted.


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                                     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.  | |   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.  | |   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.  | | Participant's Elective Deferral Account.
                3.  | | Qualified Matching Contribution Account and/or
                        portion of Participant's Account attributable to
                        Employer matching contributions.
                4.  | | Participant's Account attributable to Employer
                        profit sharing contributions.
                5.  | | Qualified Non-Elective Contribution Account.
                6.  | | Participant's Rollover Account.
                7.  | | Participant's Transfer Account.
                8.  | | 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.  | |   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.  | | Participant's Elective Deferral Account.
                3.  | | Qualified Matching Contribution Account and/or
                        portion of Participant's Account attributable to
                        Employer matching contributions.
                4.  | | Participant's Profit Sharing Account.
                5.  | | Qualified Non-Elective Contribution Account.
                6.  | | Participant's Rollover Account.
                7.  | | Participant's Transfer Account.
                8.  | | Participant's Voluntary Contribution Account.
                9.  | | 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.  | |   No.
      d.  |X|   Yes

      AND, will voting rights on directed investments be passed through to
      Participants?
      e.  | |   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.  | |   Yes, for all investments.

52.   ROLLOVERS (Plan Section 4.6)
      a.  | |   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.  | |   from Participants only.

      AND, distributions from a Participant's Rollover Account may be made...
      e.  |X|   at any time.
      f.  | |   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.  | |   After-tax voluntary Employee contributions will be allowed.

54.   LIFE INSURANCE (Plan Section 7.5)
      a.  |X|   Life insurance may not be purchased.
      b.  | |   Life insurance may be purchased at the option of the
                Administrator.
      c.  | |   Life insurance may be purchased at the option of the
                Participant.


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                                     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.  | |   N/A, no limitations.
      e.  | |   each initial Contract will have a minimum face amount of $____ .
      f.  | |   each additional Contract will have a minimum face amount of
                $____ .
      g.  | |   the Participant has completed ____ Years of Service (or Periods
                of Service).
      h.  | |   the Participant has completed ____ Years of Service (or Periods
                of Service) while a Participant in the Plan.
      i.  | |   the Participant is under age ____ on the Contract issue date.
      j.  | |   the maximum amount of all Contracts on behalf of a Participant
                may not exceed $____ .
      k.  | |   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.  | |   ______ (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.  | |   ___(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.  | |   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.  | |
                ----------------------------------------------------------------
      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.  | |   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
<PAGE>

                                     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.  | |   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.  | |   be recalculated at the Participant's election.
      d.  | |   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.  | |   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. | | 1997 2. | | 1998 3. | | 1999 4. | | 2000 5. | | __
      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. | | __

      ACP TEST:
      c.  | |   N/A.
      d.  | |   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. | | 1997 2. | | 1998 3. | | 1999 4. | | 2000 5. | | __
      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. |X| 1999
                4. |X| 2000 5. | | __


(C)  2002  Markley Actuarial Services, Inc.


                                       23
<PAGE>

                                     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
<PAGE>

                                     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

| |   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
<PAGE>

                                     EGTRRA

                                AMENDMENT TO THE

             GETTY REALTY CORP. RETIREMENT AND PROFIT SHARING PLAN


<PAGE>

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
<PAGE>

EGTRRA - Employer

      In lieu of the above vesting schedule, the employer elects the following
      schedule:
      a.  | |   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.  | |   6 year graded schedule (20% after 2 years of vesting service and
                an additional 20% for each year thereafter).
      c.  | |   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.    | | 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.  | |   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.  | |   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.

          | | 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
<PAGE>

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
<PAGE>

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
<PAGE>

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