Exhibit 4.1



                          EMPLOYEE STOCK OWNERSHIP PLAN

                                       OF

                             FRONTIER AIRLINES, INC.







<PAGE>



iii

                                TABLE OF CONTENTS

ARTICLE I Definitions..........................................................1
         1.1      "Affiliated Entity"..........................................1
         1.2      "Alternate Payee"............................................1
         1.3      "Annual Addition"............................................1
         1.4      "Break in Service"...........................................2
         1.5      "Code".......................................................2
         1.6      "Committee"..................................................2
         1.7      "Company"....................................................2
         1.8      "Company Contributions"......................................3
         1.9      "Company ESOP Contributions".................................3
         1.10     "Company Stock Bonus Contributions"..........................3
         1.11     "Compensation"...............................................3
         1.12     "Covered Employee"...........................................4
         1.13     "Determination Date".........................................4
         1.14     "Determination Year".........................................4
         1.15     "Disability".................................................5
         1.16     "Domestic Relations Order"...................................5
         1.17     "Effective Date".............................................5
         1.18     "Employee"...................................................5
         1.19     "ERISA"......................................................5
         1.20     "ESOP Suspense Account"......................................5
         1.21     "Exempt Loan"................................................5
         1.22     "Family Group"...............................................5
         1.23     "Family Member"..............................................5
         1.24     "Fiscal Year"................................................6
         1.25     "Five-Percent Owner".........................................6
         1.26     "Highly Compensated Employee"................................6
         1.27     "Hour of Service"............................................7
         1.28     "Key Employee"...............................................9
         1.29     "Limitation Year"............................................9
         1.30     "Look-Back Year".............................................9
         1.31     "Non-Highly Compensated Employee"............................9
         1.32     "Non-Key Employee"...........................................9
         1.33     "Normal Retirement Age"......................................9
         1.34     "Participant"................................................9
         1.35     "Plan Administrator".........................................9
         1.36     "Plan Year"..................................................9
         1.37     "Qualified Domestic Relations Order ("QDRO")"................9
         1.38     "Required Beginning Date"....................................9
         1.39     "Spouse".....................................................9
         1.40     "Stock"......................................................9
         1.41     "Taxable Year"...............................................9
         1.42     "Top-Paid Group"............................................10
         1.43     "Valuation Date"............................................10
         1.44     "Year of Service"...........................................10
ARTICLE II Participation......................................................11
         2.1      Participation...............................................11
         2.2      Break in Covered Employee Status............................11
         2.3      Enrollment Procedure........................................11
         2.4      Absences....................................................11


<PAGE>

ARTICLE III Contributions.....................................................11
         3.1      Company Contributions.......................................11
         3.2      Return of Contributions.....................................12
         3.3      Limitation on Annual Additions..............................13
ARTICLE IV Interests in the Trust Fund........................................14
         4.1      Participants' Accounts......................................15
         4.2      Valuation of Trust Fund.....................................15
         4.3      Allocation of Increase or Decrease in Net Worth.............16
         4.4      Allocation of Company Contributions.........................16
ARTICLE V Amount of Benefits..................................................17
         5.1      Vesting Schedule............................................17
         5.2      Forfeitures.................................................17
         5.3      Restoration of Forfeitures..................................18
         5.4      Method of Forfeiture Restoration............................18
         5.5      Allocation of Forfeitures...................................18
         5.6      Credits for Pre-Break Service...............................19
         5.7      Transfers - Portability.....................................19
         5.8      Reemployment - Separate Account.............................19
ARTICLE VI Distribution of Benefits...........................................19
         6.1      Beneficiaries...............................................19
         6.2      Consent.....................................................20
         6.3      Distributable Amount........................................20
         6.4      Manner of Distribution......................................20
         6.5      Time of Distribution........................................20
         6.6      Separate Accounting for Distributable Amounts...............22
ARTICLE VII Allocation of Responsibilities - Named Fiduciaries................22
         7.1      No Joint Fiduciary Responsibilities.........................22
         7.2      The Company.................................................22
         7.3      The Trustee.................................................23
         7.4      Plan Administrator; Appeals Board...........................23
         7.5      Plan Administrator to Construe Plan.........................23
         7.6      Organization of Appeals Board and Committee.................24
         7.7      Agent for Process...........................................24
         7.8      Indemnification of Appeals Board and Committee Members......24
ARTICLE VIII Trust Agreement..................................................24
         8.1      Trust Agreement.............................................24
         8.2      Expenses of Trust...........................................24
ARTICLE IX Termination and Amendment..........................................24
         9.1      Termination of Plan or Discontinuance of Contributions......24
         9.2      Allocations Upon termination or Discontinuance of
                  Company Contributions.......................................24
         9.3      Procedure Upon Termination of Plan or Discontinuance
                  of Contributions............................................25
         9.4      Amendment by Frontier.......................................25
         9.5      Amendment to Vesting Schedule...............................26
ARTICLE X Special Provisions Regarding Company Stock..........................26
         10.1     Time of Distribution........................................26
         10.2     Put Option Requirements.....................................26
         10.3     Diversification and Early Distribution......................27
         10.4     Registration................................................28
         10.5     Investment of Trust Fund....................................28
         10.6     Dividends...................................................28
<PAGE>

         10.7     Voting of Stock.............................................28
         10.8     Stock to be Subject to Certain Conditions...................29
         10.9     Valuation of Stock..........................................29
ARTICLE XI Company Stock Purchased with Exempt Loans..........................29
         11.1     Prohibition Against Non-Exempt Loans........................29
         11.2     Voting Rights...............................................32
         11.3     Allocation to Accounts of Participants......................32
         11.4     Non-Terminable Provisions...................................32
ARTICLE XII Plan Adoption by Affiliated Entities..............................32
         12.1     Adoption of Plan............................................33
         12.2     Agent of Affiliated Party...................................33
         12.3     Disaffiliation and Withdrawal from Plan.....................33
         12.4     Effect of Disaffiliation or Withdrawal......................33
         12.5     Distribution Upon Disaffiliation or Withdrawal..............33
ARTICLE XIII Top-Heavy Provisions.............................................34
         13.1     Application of Top-Heavy Provisions.........................34
         13.2     Determination of Top-Heavy Status...........................34
         13.3     Special Vesting Rule........................................35
         13.4     Special Minimum Contribution................................35
         13.5     Change in Top-Heavy Status..................................35
ARTICLE XIV Miscellaneous.....................................................35
         14.1     Right to Dismiss Employees - No Employment Contract.........35
         14.2     Claims Procedure............................................36
         14.3     Source of Benefits..........................................36
         14.4     Exclusive Benefit of Employees..............................36
         14.5     Forms of Notices............................................37
         14.6     Notice of Adoption of the Plan..............................37
         14.7     Plan Merger.................................................37
         14.8     Inalienability of Benefits - Domestic Relations Order.......37
         14.9     Payments Due Minors or Incapacitated Individuals............39
         14.10    Uniformity of Application...................................39
         14.11    Disposition of Unclaimed Payments...........................39
         14.12    Pronouns: Gender and Number.................................40
         14.13    Applicable Law..............................................40



<PAGE>



                          EMPLOYEE STOCK OWNERSHIP PLAN

                                       OF

                             FRONTIER AIRLINES, INC.

                                    PREAMBLE

         Frontier Airlines, Inc., a Colorado corporation ("Frontier" or the
"Company"), hereby establishes an Employee Stock Ownership Plan (the "Plan")
effective April 1, 1994. Frontier also has established a trust (the "Trust")
with a trustee (the "Trustee") forming a part of the Plan to be effective at the
same time. The Plan and Trust are intended to comply with the provisions of the
Code (as defined herein) and ERISA (as defined herein), to qualify as both a
stock bonus plan under Code section 401(a) and an employee stock ownership plan
under Code section 4975(e)(7).

                                    ARTICLE I

                                   Definitions

         The following words and phrases shall have the meaning set forth below:

         1.1   "Affiliated Entity" means:

          (a)  for all Sections of the Plan except  those  listed in  subsection
               (b), any  corporation or other entity,  now or hereafter  formed,
               that is or  shall  become  affiliated  with the  Company,  either
               directly or indirectly,  through stock ownership or control,  and
               which is (i)  included in the  controlled  group of  corporations
               (within the meaning of Code  section  1563(a)  without  regard to
               Code section 1563(a)(4) and Code section  1563(e)(3)(C)) in which
               the  Company  is also  included;  (ii)  included  in the group of
               entities  (whether  or not  incorporated)  under  common  control
               (within the meaning of Code section  414(c)) in which the Company
               is also included;  (iii) included in an affiliated  service group
               (within the meaning of Code section  414(m)) in which the Company
               is also  included;  or (iv)  required to be  aggregated  with the
               Company by Code section 414(o).

          (b)  for purposes of determining  Annual  Additions under Section 1.3,
               limiting  Annual  Additions to a Participant's  account(s)  under
               Section 3.3, and construing the defined terms as they are used in
               Sections 1.3 and 3.3 (such as "Compensation" and "Employee"), the
               term   "Affiliated   Entity"  means  any  Affiliated   Entity  as
               determined in  subsections  (a)(iii) and (a)(iv),  and any entity
               that would be an Affiliated Entity under  subsections  (a)(i) and
               (a)(ii) if the phrase "more than 50%" were to be substituted  for
               the phrase  "at least  80%" each place it occurs in Code  section
               1563(a)(1).

         1.2   "Alternate Payee" means a Participant's Spouse, former spouse,
child, or other dependent who is recognized by a QDRO as having a right to
receive all, or a portion of, the benefits payable under this Plan with respect
to such Participant.

         1.3   "Annual Addition" means the allocations to a Participant's
account(s) for any Limitation Year, as described in detail below:

          (a)  Annual Additions shall include: (i) Company Contributions to this
               Plan and any other defined  contribution  plan  maintained by the
               Company or any Affiliated Entity; (ii) Participant  before-tax or
               after-tax  contributions to any other defined  contribution  plan
               maintained  by  the  Company  or  any  Affiliated  Entity;  (iii)
               forfeitures allocated to a Participant's  account(s) in this Plan
               and any other defined contribution plan maintained by the Company
               or any  Affiliated  Entity  (except  as  provided  in  Paragraphs
               (b)(iii)  and (b)(vi)  below;  (iv) all  amounts  paid or accrued
               after  December 31, 1985 in Taxable  Years ending after  December
               31,  1985,  to a welfare  benefit fund as defined in Code section
               419(e) and allocated to the separate  account (under such welfare
               benefit  fund)  of a  Key  Employee  to  provide  post-retirement
               medical  benefits;   and  (v)  contributions   allocated  on  the
               Participant's behalf to any individual medical account as defined
               in Code section 415(1)(2).
<PAGE>

          (b)  Annual  Additions shall not include:  (i) Rollover  contributions
               made  pursuant  to Code  section  402(c),  403(a)(4),  403(b)(8),
               405(d)(3),  or  409(b)(3)(C),  to any other defined  contribution
               plan  maintained  by the Company or an  Affiliated  Entity;  (ii)
               repayments of loans made to a Participant  from a qualified  plan
               maintained  by  the  Company  or  any  Affiliated  Entity;  (iii)
               repayments of forfeitures for rehired Participants,  as described
               in Code  sections  411(a)(7)(B)  and  411(a)(3)(D);  (iv)  direct
               transfer of employee  contributions  from one  qualified  plan to
               this  Plan  or any  other  qualified  defined  contribution  plan
               maintained  by  the  Company  or  any  Affiliated   Entity;   (v)
               deductible  employee  contributions  within  the  meaning of Code
               section  72(o)(5);  or (vi)  repayments of forfeitures of missing
               individuals pursuant to Section 14.11.

         1.4   "Break in Service" means a Plan Year in which a Participant fails
to receive credit for more than 500 Hours of Service. A five-year Break in
Service means five consecutive one-year Breaks in Service. A leave of absence in
a non-paid status that is approved in writing by the Company or an Affiliated
Entity shall not constitute a Break in Service for eligibility or vesting
purposes. A leave of absence in a non-paid status that is approved in writing by
the Company shall not constitute a Break in Service for participation purposes.
A Participant shall be considered to have terminated employment with the Company
other than by reason of retirement, disability or death, upon any separation
from service with the Company, regardless of whether the Participant receives a
severance allowance by way of salary or benefit continuation for any period or
in any other form; provided, however, that no such termination of employment
shall be deemed to have occurred as a result of any of the following:

         (a)   Separation to enter the service of Affiliated Entity;

         (b)   Leave of absence pursuant to Section 2.4;

         (c)   Temporary disability, causing an absence, followed by resumption
               of active work within 180 days following the first day of such
               absence; or

         (d)   Absence from employment for service in the armed forces or
               other government service provided that, and only so long as,
               reemployment rights are protected by law.

         1.5 "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the regulations and rulings in effect thereunder from time to
time.

         1.6   "Committee" means the administrative committee provided for in
Section 7.4, if one is appointed by the Company.

         1.7   "Company" means Frontier Airlines, Inc., a Colorado corporation,
any successor thereto, and any Affiliated Entity that adopts the Plan pursuant
to Article XII.

         1.8   "Company Contributions" means all contributions to the Plan made
by the Company pursuant to Section 3.1 for the Plan Year.

         1.9   "Company ESOP Contributions" means all contributions to the Plan
made by the Company to pay interest and/or principal on an Exempt Loan pursuant
to subsection 3.1(a) and Article XI for the Plan Year.

         1.10  "Company Stock Bonus Contributions" means all regular stock bonus
contributions to the Plan made by the Company pursuant to subsection 3.1(a) for
the Plan Year.

         1.11  "Compensation" means :

<PAGE>

         (a)      Code Section 415 Compensation. For purposes of determining the
                  limitation on Annual Additions under Section 3.3 and the
                  minimum contribution under Section 13.4 when the Plan is
                  top-heavy, Compensation shall mean those amounts reported as
                  "wages, tips, other compensation" on Form W-2 by the Company
                  or an Affiliated Entity.

         (b)      Code Section 415 Compensation, Other Rules. Compensation shall
                  include amounts paid to or accrued by the Employee. For Plan
                  Years or Limitation Years beginning on or after January 1,
                  1991, Compensation shall include amounts paid to the Employee,
                  but shall not include any additional amounts accrued by the
                  Employee (except for de minimis amounts earned but not paid
                  because of the timing of pay periods, as provided in the
                  regulations under Code section 415).

         (c)      Code Section 414(q) Compensation.  For purposes of identifying
                  Highly Compensated Employees and Key Employees under Sections
                  1.26, 1.28, and 1.42, Compensation shall include the items
                  described in subsection (a) and shall also include elective
                  contributions that are not includable in the Employee's income
                  pursuant to Code sections 125, 402(e)(3), 402(h), or 403(b).
                  For purposes of identifying Key Employees, Compensation shall
                  be measured over a Plan Year, for purposes of identifying
                  Highly Compensated Employees, Compensation shall be measured
                  over a Determination Year or Look-Back Year, whichever is
                  applicable. Compensation shall include amounts paid to the
                  Employee, but shall not include any additional amounts accrued
                  by the Employee (except for de minimis amounts earned but not
                  paid because of the timing of pay periods, as provided in the
                  regulations under Code section 415).

         (d)      Benefit Compensation.  For purposes of determining and
                  allocating Companyn Contributions under subsection 3.1(a) and
                  Section 4.4, Compensation shall mean the amounts reported as
                  "Wages, tips, other compensation" on Form W-2 by the Company,
                  plus elective contributions that are not includable in the
                  Employee's income pursuant to Code sections 125, 401(k),
                  402(e)(3), 402(h), 403(b), 414(h)(2), or 457(b), but excluding
                  bonuses, expense reimbursements and other expense allowances,
                  per diem expense payments, fringe benefits, moving expenses,
                  deferred compensation, the value of any free or reduced rate
                  transportation, and welfare benefits.  Compensation shall be
                  measured over that portion of a Plan Year after the Employee
                  has satisfied the eligibility requirements of subsection
                  2.1(a) and while the Employee is a Covered Employee.

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

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

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

         1.12     "Covered Employee" means any Employee of the Company except
for:

         (a)      A leased employee within the meaning of Code section
                  414(n)(2);

         (b)      A non-resident alien who either (i) receives no earned income
                  (within the meaning of Code section 911(d)(2)) from the
                  Company or any Affiliated Entity that constitutes income from
                  sources within the United States (within the meaning of Code
                  section 861(a)(3)) or (ii) receives earned income from the
                  Company or an Affiliated Entity that constitutes income from
                  sources within the United States, but such income is exempt
                  from United States income tax by an income tax treaty or
                  convention; and

         (c)      An Employee included in a unit of Employees covered by a
                  collective bargaining agreement that does not provide for such
                  Employee's participation in the Plan, provided that retirement
                  benefits were the subject of good faith bargaining during the
                  negotiation of such collective bargaining agreement.

         (d)      A consultant to the Company (whether an Employee or
                  self-employed).

         1.13     "Determination Date" means, with respect to each Plan Year,
the last day of the preceding Plan Year; provided, however, that, in the case of
the first Plan Year of the Plan, the Determination Date shall be the last day of
such Plan Year.

         1.14     "Determination Year" means the Plan Year.


         1.15     "Disability" means a physical or mental condition of an
Employee of the Company or an Affiliated Entity that, in the judgment of the
Plan Administrator based upon medical reports and other evidence satisfactory to
the Plan Administrator, presumably permanently prevents him from satisfactorily
performing his usual duties for the Company or the Affiliated Entity or the
duties of such other position or job which the Company or any Affiliated Entity
makes available to him and for which such Employee is qualified by reason of his
training, education or experience.

         1.16     "Domestic Relations Order" means any judgment, decree or order
(including approval of a property settlement agreement) issued by a court of
competent jurisdiction that relates to the provision of child support, alimony
payments, or marital property rights to a Spouse, former spouse, child, or other
dependent of the Participant and is made pursuant to a state domestic relations
law (including a community property law).

         1.17     "Effective Date" means the effective date of this Plan,
April 1, 1994.


         1.18     "Employee" means each individual who performs services for the
Company or an Affiliated Entity and whose wages are subject to withholding by
the Company or an Affiliated Entity. The term "Employee" shall also include
leased employees within the meaning of Code section 414(n)(2); however, if
leased employees constitute 20% or less of the Non-Highly Compensated Employees
of the Company and any Affiliated Entities, the term "Employee" shall not
include any leased employee covered by a qualified plan described in Code
section 414(n)(5)(B) that is maintained by the leased employee's employer.

         1.19     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the regulations and rulings in effect thereunder from time
to time.

         1.20     "ESOP Suspense Account" means that portion of the Trust Fund
containing Stock that secures the repayment of an Exempt Loan.

         1.21     "Exempt Loan" means a loan that meets the requirements of
Treasury Regulation section 54.4975-7 and Article XI, and that is used to
purchase Stock.
<PAGE>

         1.22     "Family Group" means:

         (a)      for purposes of subsection 1.23(a), a Five-Percent Owner or
                  one of the ten most highly paid Highly Compensated Employees
                  of the Company or an Affiliated Entity, such Employee's
                  Spouse, and such Employee's descendants under the age of 19;
                  and

         (b)      for purposes of subsections 1.23(b), 1.23(c), and 1.23(d), a
                  Five-Percent Owner or one of the ten most highly paid Highly
                  Compensated Employees of the Company or an Affiliated Entity,
                  and such Employee's Spouse, lineal ascendants, descendants,
                  and the spouses of any such lineal ascendants or descendants.

         1.23     "Family Member" means an Employee who is a member of a Family
Group. An Employee who is a member of a Family Group described in subsection
1.22(a) during any day of a Plan Year shall be considered a Family Member for
the entire Plan Year. An Employee who is a member of a Family Group described in
subsection 1.22(b) during any day of a Determination Year or Look-Back Year
shall be considered a Family Member for the entire Determination Year or
Look-Back Year. The special rules relating to Family Members are described
below.

         (a)      The Compensation of the Family Members in one Family Group is
                  aggregated, and the combined Compensation of such Family
                  Members is limited to $150,000 (as adjusted by the Secretary
                  of Treasury) for the purposes described in subsection 1.11(e).

         (b)      The term "Highly Compensated Employee" shall include the
                  Highly Compensated Employee (as determined in Section 1.26)
                  and, if the Highly Compensated Employee is a Five-Percent
                  Owner or one of the ten most highly paid Highly Compensated
                  Employees of the Company or any Affiliated Entity, the term
                  shall also include any Family Member within the same Family
                  Group.  The Employees who are among the ten most highly paid
                  Highly Compensated Employees, the Employees who are among the
                  100 most highly paid Employees, and the Employees who are
                  members of the Top-Paid Group, shall be determined before the
                  aggregation rule of the preceding sentence is applied.

         (c)      The limitations of Section 3.3 shall apply separately to each
                  Family Member.

         (d)      If two or more Family Members of one Family Group are entitled
                  to an allocation of Company Contributions under Section 4.4,
                  the Compensation of the Family Members is aggregated and
                  limited to $150,000 (as adjusted by the Secretary of Treasury)
                  and the allocation of the Family Group is based on aggregated
                  Compensation. Each Family Member shall receive a share of the
                  Family Group's allocation in proportion to his Compensation.

         1.24     "Fiscal Year" means the tax year of the Company which is the
year beginning April 1 and ending March 31 of the following year.

         1.25     "Five-Percent Owner" means:


         (a)      With respect to a corporation, any individual who owns (either
                  directly or indirectly according to the rules of Code section
                  318) more than 5% of the value of the outstanding stock of the
                  corporation or stock possessing more than 5% of the total
                  combined voting power of all stock of the corporation.

         (b)      With respect to a non-corporate entity, any individual who
                  owns (either directly or indirectly according to rules similar
                  to those of Code section 318) more than 5% of the capital or
                  profits interest in the entity.
<PAGE>

An individual shall be a Five-Percent Owner for a particular year if such
individual is a Five-Percent Owner at any time during such year.

         1.26     "Highly Compensated Employee" means:


         (a)      Any Employee who performs service for the Company or an
                  Affiliated Entity during the Determination Year and who,
                  during the Look-Back Year: (i) received Compensation from the
                  Company and Affiliated Entities in excess of $75,000 (as
                  adjusted by the Secretary of the Treasury); (ii) received
                  Compensation from the Company and Affiliated Entities in
                  excess of $50,000 (as adjusted by the Secretary of the
                  Treasury) and was a member of the Top-Paid Group; or (iii) was
                  an officer of the Company or an Affiliated Entity and received
                  Compensation greater than 50% of the dollar limitation in
                  effect under Code section 415(b)(1)(A).

         (b)      Employees who are both (i) described in Paragraph (a)(i),
                  (a)(ii), or (a)(iii) above when the words "Determination Year"
                  are substituted for the words "Look-Back Year" and (ii) one of
                  the 100 most highly paid Employees during the Determination
                  Year.

         (c)      A Five-Percent Owner during the Look-Back Year or
                  Determination Year.

         (d)      If no officer has Compensation in excess of 50% of the limit
                  described in Paragraph (a)(iii) above, the highest paid
                  officer for such year shall be treated as a Highly Compensated
                  Employee.

         (e)      For purposes of determining Highly Compensated Employees under
                  Paragraph (a)(iii), the number of officers shall be limited to
                  50 (or, if lesser, the greater of three or 10% of all
                  Employees, excluding those Employees who may be excluded in
                  determining the Top-Paid Group).

         (f)      Notwithstanding the above, if the Company and Affiliated
                  Entities maintained significant business activities in at
                  least two significantly separate geographic areas during the
                  Look-Back Year or the Determination Year, Frontier may elect,
                  in its sole discretion, to identify Highly Compensated
                  Employees using the simplified method described in Code
                  section 414(q)(12).  Under this method, Highly Compensated
                  Employees are identified using the method described in
                  subsections (a) through (e) above, with the following
                  modifications: (i) the amount "$75,000" in Paragraph (a)(i) is
                  replaced by the amount "$50,000"; (ii) Paragraph (a)(ii) is
                  deleted; and (iii) the reference in subsection (b) to
                  Paragraph (a)(ii) is ignored.

         1.27     "Hour of Service" means:


         (a)      Each hour for which an Employee is paid or entitled to payment
                  by the Company or an Affiliated Entity for the performance of
                  duties for the Company or an Affiliated Entity during the
                  applicable computation period. Hours of Service under this
                  subsection shall be credited to the Employee for the
                  computation period or periods in which the duties are
                  performed, regardless of when the Employee is paid for such
                  duties.

         (b)      Each hour for which an Employee is paid or entitled to payment
                  by the Company or an Affiliated Entity on account of a period
                  of time during which no duties are performed (irrespective of
                  whether the employment relationship has terminated) due to
                  vacation, holiday, illness, incapacity (including Disability),
                  layoff, jury duty, military duty or leave of absence.  Hours
                  of Service under this subsection shall be credited to the
                  Employee for the computation period or periods in which the
                  period during which no duties are performed occurs, beginning
                  with the first unit of time to which the payment relates.
                  Notwithstanding the preceding sentence:

<PAGE>

                  (i)      No more than 501 Hours of Service shall be credited
                           under this subsection 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
                           shall not be credited to the Employee if such payment
                           is made or due under a plan maintained solely for the
                           purpose of complying with applicable worker's
                           compensation, unemployment compensation, or
                           disability insurance laws; and

                  (iii)    Hours of Service shall not be credited for a payment
                           that solely reimburses an Employee for medical or
                           medically related expenses incurred by the Employee.
                           For purposes of this subsection a payment shall be
                           deemed to be made by or due from the Company or an
                           Affiliated Entity regardless of whether such payment
                           is made by or due from the Company or Affiliated
                           Entity directly, or indirectly through, among others,
                           a Trust Fund, or insurer, to which the Company or
                           Affiliated Entity 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.

         (c)      Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Company or an
                  Affiliated Entity. Hours of Service under this subsection
                  shall be credited to the Employee for the computation period
                  or periods to which the award or agreement pertains rather
                  than the computation period in which the award, agreement or
                  payment is made. The same Hours of Service shall not be
                  credited both under this subsection and either subsection (a)
                  or subsection (b).

         (d)      In the case of each Employee who is absent from work for any
                  period by reason of the pregnancy of the Employee, by reason
                  of the birth of a child of the Employee, by reason of the
                  placement of a child with the Employee in connection with the
                  adoption of such child by such Employee, by reason of the
                  placement of a child with the Employee in connection with the
                  Employee's serving as a foster parent for such child,
                  or for purposes of caring for such child for a period
                  beginning immediately following such birth or placement, the
                  Plan shall treat as Hours of Service, solely for purposes of
                  determining whether a one-year Break in Service has occurred
                  for purposes of vesting and participation (but not for
                  purposes of benefit accrual), the following hours: (i) the
                  Hours of Service that otherwise would normally have been
                  credited to such Employee but for such absence, or (ii) in any
                  case in which the Plan is unable to determine the hours
                  described in Paragraph (d)(i), eight Hours of Service per day
                  of such absence, provided, however, that the total number of
                  hours treated as Hours of Service under this subsection shall
                  not exceed 501 Hours of Service.  The hours described in this
                  subsection shall be treated as Hours of Service only in the
                  year in which the absence from work beings, if an Employee
                  would be prevented from incurring a one-year Break in Service
                  in such year solely because the period of absence is treated
                  as Hours of Service as provided in this subsection, or in any
                  other case, in the immediately following year.  For purposes
                  of this subsection, the term "year" means the period used in
                  computing a Break in Service.  Notwithstanding the foregoing,
                  the Committee may determine that no credit will be given
                  pursuant to this subsection unless the Employee furnishes to
                  the Committee such timely information as the Committee may
                  reasonably require to establish that the absence from work is
                  for reasons referred to in the first sentence of this
                  subsection and the number of days for which there was such an
                  absence.

         (e)      For purposes of calculating the Hours of Service to be
                  credited to periods during which no duties are performed and
                  determining the computation periods to which hours shall be
                  credited, the rules set forth in subsections (b) and (c) of
                  Department of Labor Regulation section 2530.200b-2 are hereby
                  incorporated by reference as though such provisions were fully
                  set forth at this point.
<PAGE>

         1.28     "Key Employee" means an individual described in Code section
416(i) and the regulations promulgated thereunder.

         1.29     "Limitation Year" means the Plan year for purposes of Code
section 415.

         1.30     "Look-Back Year" means the 12 months immediately preceding the
 Determination Year.


         1.31     "Non-Highly Compensated Employee" means an Employee of the
Company or an Affiliated Entity who is neither Highly Compensated nor a Family
Member.

         1.32     "Non-Key Employee" means any Employee who is not a Key
Employee.


         1.33     "Normal Retirement Age" means age 65.

         1.34     "Participant" means any individual with an account balance
under the Plan except beneficiaries and Alternate Payees. The term "Participant"
shall also include any Covered Employee who has satisfied the eligibility
requirements of Section 2.1, but who does not yet have any account balance.

         1.35     "Plan Administrator" shall mean the Company, unless the
Company elects, pursuant to Section 7.4, to appoint a separate Committee to act
as plan administrator, in which case the Committee shall be the Plan
Administrator.

         1.36     "Plan Year" means the 12-month period on which the records of
the Plan are kept. The first Plan Year of the Plan is the period from April 1,
1994 through March 31, 1995. The second Plan Year of the Plan shall be the short
period from April 1, 1995 through December 31, 1995. The Plan Year of the Plan
thereafter shall be the calendar year. The short Plan Year in 1995 shall be
treated as a full Plan Year for all purposes of the Plan, but for purposes of
such calculations as the Limitation year and for purposes of computing any
restrictions or limitations with respect to the Plan Year, all such restrictions
and limitations shall be prorated to reflect the short Plan Year.

         1.37     "Qualified Domestic Relations Order ("QDRO")" means a Domestic
Relations Order that creates or recognizes the existence of an Alternate Payee's
right to, or assigns to an Alternate Payee the right to, receive all or a
portion of the benefits payable with respect to a Participant under the Plan and
with respect to which the requirements of subsection 14.8(c) are met.

         1.38     "Required Beginning Date" means April 1 of the calendar year
following the calendar year in which the Participant attains age 70-1/2.

         1.39     "Spouse" means the individual to whom a Participant is
lawfully married according to the law of the state of the Participant's domicile
on any of the following dates, as applicable: the date of the Participant's
death, the date any election is filed pursuant to Article VI, or the date the
Participant's benefits commence. A former Spouse of a Participant shall have no
interest in this Plan, except as provided in a QDRO or in a beneficiary
designation form executed by the Participant after the Spouse had become a
former Spouse.

         1.40     "Stock" means the $.01 par value voting common stock of
Frontier, which is an employer security described in Code sections 409(l) and
4975(e)(8) that has a combination of voting power and dividend rights equal to
or in excess of (a) that class of Frontier's common stock having the greatest
voting power and (b) that class of Frontier's common stock having the greatest
dividend rights.

         1.41     "Taxable Year" means the accounting period of the Company for
federal income tax purposes.

         1.42     "Top-Paid Group" means the top 20% of Employees ranked on the
basis of Compensation received during a Determination Year or Look-Back Year.
For purposes of determining the number of Employees in the Top-Paid Group, the
following Employees may be excluded:


<PAGE>

         (a)      any Employee who has not completed six months of service
                  before the end of the applicable year;

         (b)      any Employee who normally works less than 17-1/2 hours per
                  week, as defined in the regulations under Code section 414(q);

         (c)      any Employee who normally works less than six months during
                  the applicable year, as defined in the regulations under Code
                  section 414(q);

         (d)      any Employee who has not attained age 21 before the end of the
                  applicable year; and

         (e)      any Employee who is a non-resident alien and who receives no
                  earned income (within the meaning of Code section 911(d)(2))
                  from the Company or any Affiliated Entity that constitutes
                  income from sources within the United States (within the
                  meaning of Code section 861(a)(3)) during the applicable year.

         Notwithstanding the foregoing, Frontier may elect, on a consistent and
uniform basis, to modify the permissible exclusions set forth above by
substituting any shorter period of service or lower age. Frontier may elect to
include all Employees in determining the Top-Paid Group.

         1.43     "Valuation Date" means the last day of each Plan Year and any
other dates as specified in Section 4.2 as of which the assets of the Trust Fund
are valued at fair market value and as of which the increase or decrease in the
net worth of the Trust Fund is allocated among the Participant's accounts.

         1.44     "Year of Service" means a 12-consecutive-month period as
described below.


         (a)      For purposes of vesting under Article V, an Employee shall be
                  credited with a Year of Service on the day he is credited with
                  at least 1,000 Hours of Service during a Plan Year.  For
                  rehired Employees, Years of Service shall be calculated
                  according to the rules in Section 5.6.  Service prior to the
                  Effective Date shall be included.  Years of Service shall
                  accrue while an Employee is on an approved leave of absence as
                  provided in Section 2.4; however, unless the Employee is
                  absent because of military service or jury duty, the Employee
                  shall not be credited with more than six months of service (or
                  such longer period of service as satisfies the safe-harbor
                  rule in the regulations under Code section 401(a)(4)) towards
                  his Years of Service while he is absent, unless required by
                  applicable federal law. The short Plan Year from April 1, 1995
                  through December 31, 1995 shall constitute a Year of Service,
                  but the number of Hours of Service required during that Plan
                  Year shall be prorated.

         (b)      A transfer of employment from one participating Affiliated
                  Entity to another shall not be an interruption of services for
                  purposes of this Plan. Periods of Service with an entity that
                  is part of a controlled or affiliated group plan (within the
                  meaning of Code section 414) of which the Company is a member,
                  while such entity is a part of such controlled or affiliated
                  group with the Company, shall be treated as Years of Service
                  for all purposes of the Plan.
<PAGE>

                                   ARTICLE II

                                  Participation

2.1      Participation.

         Each Covered Employee shall become a Participant on the first day on
which the Employee first performs an Hour of Service with the Company or an
Affiliated Entity on initial employment or latest reemployment. Any Employee
whose employment status is changed so as to become a Covered Employee shall
become a Participant as of the day of such reclassification. In any event,
service while in an ineligible category shall be credited for all purposes of
the Plan.

2.2      Break in Covered Employee Status.


         (a)      No Termination of Employment.  A Covered Employee who has
                  satisfied the requirements of Section 2.1 and whose employment
                  status has changed so as to be eliminated from the class of
                  Covered Employees shall be immediately eliminated from
                  participation in the Plan.  A Covered Employee who has
                  satisfied the requirements of Section 2.1 before ceasing to be
                  a Covered Employee, who ceases to be a Covered Employee
                  without terminating employment and who later becomes a Covered
                  Employee again shall immediately be eligible to participate in
                  the Plan.  In either event, service while in an ineligible
                  category shall be credited for all purposes of the Plan.

         (b)      Termination of Employment. In the case of any Participant who
                  has terminated employment, such Participant shall be eligible
                  to participate in the Plan on his date of reemployment if he
                  is a Covered Employee.

2.3      Enrollment Procedure.

         In order to participate in the Plan, each Covered Employee who has
satisfied the eligibility requirements of Sections 2.1 or 2.2 shall fill our and
sign an enrollment form supplied by the Plan Administrator (and such other forms
as the Plan Administrator may require) and return such form(s) to the Plan
Administrator. The form(s) shall include, among other information, the date of
birth of the Covered Employee, and the name, address, and date of birth of each
beneficiary of the Covered Employee.

2.4      Absences.

         A leave of absence in a non-paid status approved in writing by the
Company or an Affiliated Entity shall not constitute a termination of employment
for eligibility for vesting purposes. A leave of absence in a non-paid status
approved in writing by the Company shall not constitute a termination of
employment for participation purposes.

                                   ARTICLE III

                                  Contributions

3.1      Company Contributions.

         (a)      Company Contributions.  For each Plan Year, the Company shall
                  contribute to the Trust Fund such amount of Company
                  Contributions, if any, as may be authorized by the Company's
                  Board of Directors.  Such Company Contributions shall be
                  either Company ESOP Contributions made to pay interest and/or
                  principal on an Exempt Loan pursuant to Article XI or Company
                  Stock Bonus Contributions made as regular stock bonus
                  contributions.  The Company may elect to treat any portion of
                  forfeitures occurring during the Plan Year as Company
                  Contributions, pursuant to Section 5.5.  Company Contributions
                  shall be allocated among eligible Participants in accordance
                  with Section 4.4
<PAGE>

         (b)      Form of Contributions.  Company Contributions may be made in
                  cash or in Stock, or partly in each, as determined by the
                  Company's Board of Directors.

         (c)      Miscellaneous Contributions.

                  (i)      The Company may make additional contributions to the
                           Plan to restore amounts forfeited from the Company
                           Contributions accounts of certain rehired
                           Participants, pursuant to Section 5.4. This
                           additional contribution shall be required only when
                           the forfeitures occurring during the Plan Year are
                           insufficient to restore such forfeited amounts, as
                           described in Section 5.5. This contribution shall be
                           allocated to the Participant's Company Contributions
                           account.

                  (ii)     The Company may make additional contributions to the
                           Plan to satisfy the minimum contribution required by
                           Section 13.4 The Company may elect to use any portion
                           of forfeitures occurring during the Plan Year for
                           this purpose, pursuant to Section 5.5. This
                           contribution shall be allocated to Company
                           Contributions accounts.

                  (iii)    The Company may make additional contributions to the
                           Plan to restore the forfeited benefit of any missing
                           individual, pursuant to Section 14.11. This
                           additional contribution shall be required only when
                           the forfeitures occurring during the Plan Year are
                           insufficient to restore such forfeited amounts, as
                           described in Section 5.3.

         (d)      Contributions Contingent on Deductibility. Company
                  Contributions for a Plan Year (excluding forfeitures) shall
                  not exceed the amount allowable as a deduction for the Taxable
                  Year ending with or within the Plan Year pursuant to Code
                  section 404. Company Contributions shall be paid to the
                  Trustee no later than the due date (including any extensions)
                  for filing the Company's federal income tax return for such
                  year. Company Contributions may be made without regard to
                  current or accumulated earnings and profits.

3.2      Return of Contributions.


         Upon request of the Company, the Trustee shall return:

         (a)      To the Company, any Company Contribution made under a mistake
                  of fact.  The amount that shall be returned shall not exceed
                  the excess of the amount contributed (reduced to reflect any
                  decrease in the net worth of the Trust Fund attributable
                  thereto) over the amount that would have been contributed
                  without the mistake of fact.  Appropriate reductions shall be
                  made in the accounts of Participants to reflect the return of
                  any contributions previously credited to such accounts.
                  However, no contribution shall be returned to the extent that
                  such reduction would reduce the account of a Participant to an
                  amount less than the balance that would have been credited to
                  his account had the contribution not been made.  Any
                  contribution made under a mistake of fact shall be returned
                  within one year after the date of payment.

         (b)      To the Company, any Company Contribution that is not
                  deductible under Code section 404.  All contributions under
                  the Plan are expressly conditioned upon their deductibility
                  for federal income tax purposes.  The amount that shall be
                  returned shall be the excess of the amount contributed
                  (reduced to reflect any decrease in the net worth of the Trust
                  Fund attributable thereto) over the amount that would have
                  been contributed if there had not been a mistake in
                  determining the deduction.  Appropriate reductions shall be
                  made in the accounts of Participants to reflect the return of
                  any contributions previously credited to such accounts.
                  However, no contribution shall be returned to the extent that
                  such reduction would reduce the account(s) of a Participant to
                  an amount less than the balance that would have been credited
                  to his account(s) had the contribution not been made.  Any
                  contribution conditioned on its deductibility shall be
                  returned within one year after it is disallowed as a
                  deduction.
<PAGE>

3.3      Limitation on Annual Additions.


         (a)      General Limit. The Annual Additions to a Participant's
                  account(s) in this Plan and any other defined contribution
                  plan maintained by the Company or an Affiliated Entity for any
                  Limitation year shall not exceed in the aggregate the lesser
                  of (i) 25% of such Employee's Compensation, or (ii) the
                  applicable Dollar Limitation, as modified by subsection (d).
                  For purposes of this Section, "Dollar Limitation" means
                  $30,000 or, if greater, one-fourth of the defined benefit
                  dollar limitation set forth in Code section 415(b)(1)(A), as
                  adjusted by the Secretary of the Treasury.

         (b)      ESOP Adjustment to General Limit. In any Plan Year in which an
                  Exempt Loan is outstanding and in which no more than one-third
                  of the Company ESOP Contribution is allocated to Highly
                  Compensated Employees, the term "Annual Additions" shall not
                  include the following amounts that are allocated to
                  Participants' Company Contributions Accounts: (i) forfeitures
                  of shares of Stock that were acquired with the proceeds of an
                  Exempt Loan as described in Code section 404(a)(9)(A), or (ii)
                  Company Contributions that are deductible under Code section
                  404(a)(9)(B).

         (c)      Reduction in Annual Additions.  If, as a result of a
                  reasonable error in estimating Compensation, or as a result of
                  the allocation of forfeitures, or as a result of other facts
                  and circumstances as provided in the regulations under Code
                  section 415, the Annual Additions to a Participant's account
                  (s) would, but for this subsection, exceed the foregoing
                  limits, the Annual Additions shall be reduced, to the extent
                  necessary. If the Participant in question is a Participant
                  both in this Plan and in any other defined contribution plan
                  maintained by the Company, the Participant's Company
                  Contributions shall first be reduced in such other plan and
                  then, to the extent necessary, shall be reduced in this Plan.
                  The amount of any reduction of Company Contributions shall be
                  placed in a suspense account in the Trust Fund and used to
                  reduce Company Contributions to the Plan.  The following rules
                  shall apply to such suspense account: (i) no further Company
                  Contributions may be made if the allocation thereof would be
                  precluded by Code section 415; (ii) any increase or decrease
                  in the net value of the Trust Fund attributable to the
                  suspense account shall not be allocated to the suspense
                  account, but shall be allocated to the remainder of the Trust
                  Fund; and (iii) all amounts held in the suspense account shall
                  be allocated as of each succeeding allocation date on which
                  forfeitures may be allocated pursuant to Section 5.5 (and may
                  be allocated more frequently if the Plan Administrator so
                  directs), until the suspense account is exhausted.

         (d)      Limits for Participation in Defined Benefit Plan.  If a
                  Participant participates or ever participated in a defined
                  benefit plan maintained by the Company or an Affiliated
                  Entity, the sum of the Participant's "defined contribution
                  plan fraction" and the "defined benefit plan fraction", as
                  defined below, shall not exceed 1.0 for any Limitation Year.
                  For purposes of this subsection, voluntary contributions to a
                  qualified defined benefit plan are treated as a separate
                  defined contribution plan; all defined contribution plans
                  maintained by the Company or any Affiliated Entity are treated
                  as one defined contribution plan; and all defined benefit
                  plans currently maintained or ever maintained by the Company
                  or any Affiliated Entity are treated as one defined benefit
                  plan, whether or not such plans have been terminated.  If the
                  sum of the Participant's defined contribution plan fraction
                  and defined benefit plan fraction exceeds 1.0, the
                  Participant's benefit under first the defined benefit plan
                  and then the Participant's account(s) in this Plan shall be
                  reduced, pursuant to subsection (b), to the extent necessary
                  such that the sum of the fractions does not exceed 1.0.
<PAGE>

                  (i)      Defined Contribution Plan Fraction. A Participant's
                           "defined contribution plan fraction" for any
                           Limitation Year is a fraction, the numerator of which
                           is the sum of the Annual Additions to the
                           Participant's account(s) for the Limitation Year, and
                           the denominator of which is the sum of the lesser of
                           the following amounts determined for such year and
                           for each prior Limitation Year:

                           (A)      125% of the Dollar Limitation in effect for
                                    such Limitation Year (without regard to the
                                    special Dollar Limitations under Code
                                    section 415(c)(6)), or

                           (B)      35% of the Employee's Compensation for each
                                    Limitation Year.

If the Plan is "top heavy," as described in Article XIII, the special
adjustments set forth in Article XIII may be required to compute this defined
contribution plan fraction.

                  (ii)     Defined Benefit Plan Fraction. A Participant's
                           "defined benefit plan fraction" for any Limitation
                           Year is a fraction, the numerator of which is the sum
                           of the Participant's projected annual benefit
                           (determined as of the last day of the Limitation
                           Year) under all defined benefit plans currently
                           maintained or ever maintained by the Company or any
                           Affiliated Entity, and the denominator of which is
                           the lesser of 125% of the Dollar Limitation for such
                           Limitation Year, or 140% of the Participant's highest
                           three-year average Compensation.

                  (iii)    Top Heavy Adjustments.


                           (A)      In any Limitation Year that contains any
                                    portion of a Plan Year for which the
                                    top-heavy ratio, as computed in accordance
                                    with Section 13.2, exceeds 60% but does not
                                    exceed 90%, either (i) the denominators of
                                    the defined benefit plan fraction and the
                                    defined contribution plan fraction shall be
                                    computed using 100% of the Dollar Limitation
                                    instead of 125%, or (ii) the minimum
                                    contribution required in subsection 13.4(a)
                                    shall be increased to 7-1/2% of the Non-Key
                                    Employee's Compensation.

                           (B)      In any Limitation Year that contains any
                                    portion of a Plan Year for which the
                                    top-heavy ratio, as computed in accordance
                                    with Section 13.2, exceeds 90%, the
                                    denominators of the defined benefit plan
                                    fraction and the defined contribution plan
                                    fraction shall be computed using 100% of the
                                    Dollar Limitation instead of 125%.

                                   ARTICLE IV

                           Interests in the Trust Fund

4.1      Participants' Accounts.


         The Plan Administrator shall establish and maintain separate accounts
in the name of each Participant, but the maintenance of such accounts shall not
require any segregation of assets of the Trust Fund. Each Participant's share of
the Company ESOP Contributions and Company Stock Bonus Contributions under
subsection 3.1(a) as well as forfeitures, together with any increase or decrease
in the net worth of the Trust Fund attributable to such Company Contributions
and forfeitures, shall be credited to his Company Contributions Accounts. Shares
of Stock contributed to or purchased by the Trust Fund shall be allocated
directly to the appropriate Participant accounts.

4.2      Valuation of Trust Fund.


         (a)      General.  The Trustee shall value the assets of the Trust Fund
                  at least annually as of the last day of the Plan Year, and as
                  of any other dates determined by the Plan Administrator, at
                  their current fair market value and determine the net worth of
                  the Trust Fund.  The Trustee shall deduct any expenses of the
                  Trust Fund occurring since the preceding Valuation Date (if
                  the expenses are not paid by the Company), pursuant to
                  Section 8.2, and then determine the increase or decrease in
                  the net worth of the Trust Fund that has occurred since the
                  preceding Valuation Date.  The Trustee shall separately
                  determine the share of the increase or decrease attributable
                  to any amount separately accounted for under subsections (c)
                  and (d).  In addition, the Plan Administrator may direct the
                  Trustee to have a special valuation of the assets of the Trust
                  Fund when the Plan Administrator determines, in its sole
                  discretion, that such valuation is necessary or appropriate or
                  in the event of unusual market fluctuations of such assets.
                  Valuations and special valuations shall not include any
                  Company Contributions for the current Plan Year, or any
                  unallocated forfeitures.
<PAGE>

         (b)      Appraisal of Stock. Stock that is not readily tradable on an
                  established securities market shall be valued by an
                  independent appraiser, pursuant to Section 10.9. The Plan
                  Administrator may order a special valuation of Stock as of the
                  end of any calendar month if the Plan Administrator believes
                  that its fair market value has changed substantially since the
                  most recent Valuation Date. Any decision made under this
                  subsection in good faith shall be final and conclusive.

         (c)      Mandatory Separate Accounting.  The Trustee shall separately
                  account for amounts subject to a Domestic Relations Order, to
                  provide a more equitable allocation of any increase or
                  decrease in the net worth of the Trust Fund.

         (d)      Permissible Separate Accounting.  The Trustee may separately
                  account for the following amounts to provide a more equitable
                  allocation of any increase or decrease in the net worth of the
                  Trust Fund:

                  (i)      the distributable account of a Participant, pursuant
                           to Section 6.6, including any amount distributable to
                           an Alternate Payee or to a beneficiary of a deceased
                           Participant; and

                  (ii)     any other amounts for which separate account will
                           provide a more equitable allocation of the increase
                           or decrease in the net worth of the Trust Fund.

4.3      Allocation of Increase or Decrease in Net Worth.

         (a)      Separate Accounting. As of each Valuation Date, the Plan
                  Administrator shall allocate the increase or decrease in the
                  net worth of the Trust Fund that has occurred since the
                  preceding Valuation Date between the non-separately accounted
                  for portion of the Trust Fund and the amounts separately
                  accounted for that are identified in Section 4.2.

         (b)      Non-Stock Amounts. As of each Valuation Date, the Plan
                  Administrator shall allocate the increase or decrease
                  attributable to the non-separately accounted for portion of
                  the Trust Fund among the non-Stock investments in the Company
                  Contributions Accounts in the ratio that the dollar value of
                  each such account bore to the aggregate dollar value of all
                  such accounts on the preceding Valuation Date after all
                  allocations and credits made as of such date had been
                  completed.

         (c)      Stock.

                  (i)      Dividends in Stock. As of each Valuation Date, the
                           Plan Administrator shall allocate among the Company
                           Contributions Accounts any dividends on the Stock
                           paid in the form of Stock. The allocation shall be
                           proportional to the number of shares in such accounts
                           on the record date for the payment of the dividend.

                  (ii)     ESOP Suspense Account. Dividends (other than
                           dividends in the form of Stock) received on Stock
                           held in the ESOP Suspense Account shall be used to
                           make payments on any outstanding Exempt Loans. The
                           shares of Stock thereby released from the ESOP
                           Suspense Account under Sections 11.1(f) and 11.3
                           shall be allocated among the Participant's Company
                           Contributions Accounts as specified in Section 4.4.


<PAGE>

                  (iii)    Company Contributions Accounts.  If an Exempt Loan is
                           outstanding, then dividends (other than dividends in
                           the form of Stock) received on Stock previously
                           allocated to Company Contributions Accounts shall be
                           used to repay the Exempt Loan(s).  The Stock thereby
                           released from the ESOP Suspense Account under
                           Sections 11.1(f) and 11.4 shall be allocated among
                           Company Contributions Accounts in proportion to the
                           number of shares of Stock in each such account on the
                           date of the dividend.  The number of shares of Stock
                           thereby allocated shall have a fair market value of
                           at least the amount of the dividend.  This allocation
                           of Stock released from the ESOP Suspense Account
                           shall take priority over the other allocations of
                           such Stock provided for by the Plan; only the shares
                           of Stock remaining after this allocation shall be
                           allocated pursuant to Section 4.4.  If no Exempt Loan
                           is outstanding, then dividends (other than dividends
                           in the form of Stock) received on Stock previously
                           allocated to Company Contributions Accounts shall be
                           allocated on the next Valuation Date to such
                           accounts, in proportion to the number of shares in
                           such accounts on the date of the dividend.

         (d)      Other Amounts. After the allocation in subsections (b) and (c)
                  are completed, the Trustee shall allocate any amounts
                  separately accounted for (including the increase or decrease
                  in the net worth of the Trust Fund attributable to such
                  amounts) to the appropriate account(s) if such separate
                  accounting is no longer necessary.

4.4      Allocation of Company Contributions.

         Allocations under this Section 4.4 shall be made after the allocations
under Section 4.3. If an Exempt Loan is outstanding, the Company ESOP
Contribution shall be used to repay the Exempt Loan. The number of shares of
Stock thereby released under Sections 11.1(f) and 11.4, as well as any
forfeitures occurring during the Plan Year that are not used to restore the
accounts of rehired Participants or missing individuals, shall be allocated as
of the last day of each Plan Year. If no Exempt Loan is outstanding, the Company
ESOP Contribution and forfeitures occurring during the Plan Year shall be
allocated as of the last day of each Plan Year. These amounts shall be allocated
among the Company Contributions Accounts of Participants who were employed on
the last day of the Plan Year or who died, retired or terminated employment
because of a Disability during such Year. For purposes of this Section 4.4,
shares of Stock released from an encumbrance pursuant to subsection 11.1(f), or
the net proceeds resulting from the sale of such Stock or the receipt of
liquidating distributions with respect to such Stock shall be allocated as a
Company Contribution for the Plan Year to which the payment of the amount under
Article XI relates. Each Participant eligible to share in the Company
Contribution shall receive an allocation in the proportion that each such
Participant's Compensation for such Plan Year bears to the aggregate
Compensation of all such Participants with respect to such Plan Year.

                                    ARTICLE V

                               Amount of Benefits

5.1      Vesting Schedule.

         (a)      A Participant shall have a fully vested and nonforfeitable
                  interest in all his account(s) upon his Normal Retirement Age
                  if he is an Employee on such date, his death while an Employee
                  or while on an approved leave of absence from the Company or
                  an Affiliated Entity, or his termination of employment with
                  the Company or an Affiliated Entity because of a Disability.
                  In all other instances, a Participant shall become vested in
                  his Company Contributions Account in accordance with the
                  following schedule:
<PAGE>

                       Years of Service                 Vested Percentage

                             1                                 20
                             2                                 40
                             3                                 60
                             4                                 80
                         5 or more                            100

         Notwithstanding the foregoing, all Participants who shared in the
allocation of the Company Contribution for the Plan Year ended March 31, 1995
shall be 100% vested in such Company Contribution.

         (b)      Notwithstanding the foregoing, in the event of the merger,
                  consolidation or liquidation of the Company, or the
                  acquisition of its assets or Stock pursuant to a non-taxable
                  reorganization, if the Company is not the surviving entity as
                  a result of any such transaction, all Participants in the Plan
                  shall, upon the occurrence of any such event, become 100%
                  vested in their Company Contribution Account.

5.2      Forfeitures.

         (a)      Notwithstanding the vesting rules of Section 5.1, Annual
                  Additions to a Participant's accounts and any increase or
                  decrease in the net worth of the Trust Fund attributable to
                  such Annual Additions may be reduced to satisfy the limits
                  described in Section 3.3. Any such reduction shall be
                  allocated as specified in Section 3.3.

         (b)      Notwithstanding the vesting rules of Section 5.1, a missing
                  individual's vested accounts may be forfeited as of the last
                  day of any Plan Year, as provided in Section 14.11. Any such
                  forfeitures shall be allocated as specified in Section 5.5.

         (c)      A Participant's non-vested interest in his Company
                  Contributions Account shall be forfeited as soon as
                  administratively practicable after the first to occur of the
                  following:

                  (i)      the date on which the Participant receives a
                           distribution of his entire vested interest in his
                           Company Contributions Account; or

                  (ii)     the date on which the Participant terminates
                           employment, if the Participant terminates employment
                           with the Company and all Affiliated Entities while he
                           is 0% vested (in such case the Participant shall be
                           deemed to have received a distribution of his entire
                           vested interest in such account on the day he
                           terminated employment); or

                  (iii)    the last day of the Plan Year in which the
                           Participant incurs a five-year Break in Service.

5.3      Restoration of Forfeitures.

         The forfeitures f a missing individual's account(s), as described in
Section 14.11, shall be restored to such individual if he makes a claim for such
amount. Forfeitures of a Participant's non-vested interest in his Company
Contributions Account shall be restored under the following conditions if the
Participant is rehired.

         (a)      If a Participant is rehired before he incurs a five-year Break
                  in Service, and the Participant has received a distribution of
                  his entire vested interest in his Company Contributions
                  Account (with the result that the Participant forfeited his
                  non-vested interest in such account), the Participant may
                  repay to the Plan the entire distribution, without interest,
                  within five years of his date of reemployment.  The required
                  repayment shall consist of the number of shares of Stock
                  previously distributed to the Participant, together with any
                  cash distributed; if the Participant no longer owns the Stock
                  that was distributed to him, he may contribute cash equal to
                  the current fair market value of the number of shares
                  previously distributed and the Trustee shall use such cash to
                  purchase shares of Stock.  If timely repayment is made, the
                  exact amount of the forfeiture shall be restored to the
                  Participant's account.  If timely repayment is not made, no
                  forfeiture shall be restored.
<PAGE>

         (b)      If a Participant was 0% vested at the time he terminated
                  employment with the Company and Affiliated Entities, and he is
                  rehired before he incurs a five-year Break in Service, then
                  the Company shall restore the exact amount forfeited from his
                  Company Contributions Account.

         (c)      If a Participant is rehired after he incurs a five-year Break
                  in Service, then no amount forfeited from his Company
                  Contributions Account shall be restored to such account.

All the rights, benefits, and features available to the Participant when the
forfeiture occurred shall be available with respect tot he restored forfeiture.

5.4      Method of Forfeiture Restoration.

         Forfeitures that are restored pursuant to Section 5.3 shall be
accomplished by an allocation of the forfeitures occurring during the Plan Year,
pursuant to Section 5.5, or if such forfeitures are insufficient, by a special
Company Contribution, pursuant to subsection 3.1(c)(i).

5.5      Allocation of Forfeitures.

         As of the last day of each Plan Year, the forfeitures attributable to
Company Contributions that occurred during the Fiscal Year shall be allocated as
follows. If more than one employer has adopted this Plan pursuant to Article
XII, forfeitures arising in accounts of Employees of each participating employer
shall be aggregated and allocated as follows. Forfeitures shall be first used to
restore forfeitures pursuant to Section 5.4. Any remaining amount of forfeitures
shall be allocated as though it were an additional Company Contribution to the
Plan.

5.6      Credits for Pre-Break Service.

         (a)      Company Contributions Made After Reemployment.

                  (i)      A Participant who is vested in any portion of his
                           Company Contributions Account, who incurs a Break in
                           Service, and who is thereafter reemployed, shall
                           receive credit for vesting purposes for Years of
                           Service prior to his Break in Service upon completing
                           a Year of Service after such Break in Service.

                  (ii)     A Participant who is not vested in any portion of his
                           Company Contributions Account, who incurs a Break in
                           Service, and who is thereafter reemployed, shall
                           receive credit for vesting purposes for Periods of
                           Service prior to his Break in Service upon completing
                           a Year of Service after such Break in Service
                           provided the number of consecutive one-year Breaks in
                           Service is less than the greater of (A) five or (B)
                           the aggregate number of Years of Service before such
                           break.

         (b)      Company Contributions Made Prior to Termination. Years of
                  Service after a Participant has incurred a five-year Break in
                  Service shall be disregarded in determining the vested
                  percentage in a Participant's Company Contributions Account at
                  the time of the break.

5.7      Transfers - Portability.

         If any other employer adopts this or a similar employee stock ownership
plan and enters into a reciprocal agreement with the Company that provides that
(a) the transfer of a Participant from such employer to the Company (or vice
versa) shall not be deemed a termination of employment for purposes of the
plans, and (b) service with either or both employers shall be credited for
purposes of vesting under both plans, then the transferred Participant's account
shall be unaffected by the transfer, except, if deemed advisable by the Plan
Administrator, it may be transferred to the trustee of the other plan.
<PAGE>

5.8      Reemployment - Separate Account.

         If a Participant returns to employment with the Company or an
Affiliated Entity before receiving the entire vested portion of his Company
Contributions Account, the vested portion that has not been distributed shall be
held in a separate Company Contributions Account for such Participant. The
Participant shall be fully vested in such account and no further Company
Contributions shall be allocated to that account. In all other respects, such
account shall be treated as a Company Contributions Account. A new Company
Contributions Account shall be established to which all appropriate Company
Contributions made after the date of reemployment shall be allocated. If a
Participant becomes fully vested in two or more Company Contributions Accounts,
all such accounts shall be merged into one account.

                                   ARTICLE VI

                            Distribution of Benefits

6.1      Beneficiaries.

         Each Participant (or, if the Participant has died, his beneficiary)
shall file with the Plan Administrator a designation of the beneficiaries and
contingent beneficiaries to whom the distributable amount (determined in Section
6.3) shall be paid in the event of his death. A beneficiary designation may be
changed by the Participant or beneficiary at any time and without the consent of
any previously designated beneficiary; however, if the Participant is married,
his Spouse shall be the beneficiary designated to receive the benefits payable
under this Article VI unless his Spouse has consented to the designation of a
different beneficiary. To be effective, the Spouse's consent must be in writing,
witnessed by a notary public, and filed with the Plan Administrator. Any such
election shall be effective only as to the Spouse who signed the election. If a
Participant has designated his Spouse as his beneficiary, and the Participant
and this Spouse subsequently divorce, then the beneficiary designation shall be
void and of no effect on the day such divorce is final. In the absence of an
effective beneficiary designation as to any portion of the distributable amount
of the deceased Participant's account(s), such amount shall be paid to the
Participant's surviving Spouse; or if none, to his estate.

6.2      Consent.

         (a)      If a Participant's account(s) are immediately distributable
                  under Section 6.5, and if the nonforfeitable portion of the
                  Participant's account(s) has an aggregate value of $3,500 or
                  less (calculated in accordance with applicable Treasury
                  regulations), and if distributions pursuant to Section 6.5
                  have not begun, then the Plan Administrator shall distribute
                  the distributable amount (determined in Section 6.3) of the
                  Participant's account(s) without the Participant's (or his
                  Spouse's) consent.  Any such distribution shall be in the form
                  of a lump sum.  Any such distribution shall be made to the
                  Participant, or, if deceased, to his beneficiary determined in
                  Section 6.1.

         (b)      If a Participant's account(s) are immediately distributable
                  under Section 6.5, and if the nonforfeitable portion of a
                  Participant's account(s) has an aggregate value greater than
                  $3,500 (calculated in accordance with applicable Treasury
                  regulations), then, except as provided in subsection 6.5(c)
                  or 6.5(d), any distribution of such account(s) shall only be
                  made with the consent of the Participant (or, if the
                  Participant is deceased, the beneficiary determined under
                  Section 6.1).  To be effective, the consent to the
                  distribution must be in writing, signed by the Participant (or
                  beneficiary), and filed with the Plan Administrator within the
                  90-day period prior to the date the distribution is to
                  commence.  A consent once given shall be irrevocable once
                  distribution has begun.
<PAGE>

6.3      Distributable Amount.

         The distributable amount of a Participant's account(s) is the vested
portion of his account(s) (as determined pursuant to Article v) as of the
Valuation Date coincident with or next preceding the date distribution is made
to the Participant or beneficiary, reduced by any amount that is payable to an
Alternate Payee pursuant to Section 14.8. Notwithstanding the foregoing,
distributions in the form of Stock shall be valued at the fair market value of
the Stock on the date that the Trustee directs the transfer agent for the Stock
to transfer the shares of Stock into the name of the Participant or beneficiary.

6.4      Manner of Distribution.

         All distributions shall be made in shares of Stock, provided, however,
that the Plan Administrator may, in its sole discretion, cause the Trustee to
convert a fractional share to cash and distribute the cash attributable thereto.
The distributable amount shall be paid in a lump sum distribution (other than an
annuity).

6.5      Time of Distribution.

         All distributions except immediate cash-outs under Section 6.2 shall be
subject to the following rules. Immediate cash-outs shall be subject to the
direct transfer rules discussed in subsection (f).

         (a)      Earliest Date of Distribution.  Unless an earlier distribution
                  is permitted by subsection (b) or required by subsection (c),
                  the earliest date that a Participant may elect to receive a
                  distribution is as follows.

                  (i)      Disability, Retirement, Death. If an Employee
                           terminates employment with the Company or Affiliated
                           Entity because of Disability, death or after
                           attaining Normal Retirement Age, he (or his
                           beneficiary) may elect to receive a distribution as
                           soon as practicable after the allocations are
                           completed for the Plan Year in which the Participant
                           terminated employment.

                  (ii)     Termination of Employment.  If a Participant
                           terminates employment other than by dying, retiring,
                           or incurring a Disability, he may elect to receive a
                           distribution as soon as practicable after the
                           allocations are completed for the Plan Year in which
                           the Participant terminated employment.  In all
                           events, a Participant may elect to receive a
                           distribution at any time during or after the sixth
                           plan year after his termination of employment.  If
                           distribution from the Trust Fund is to be made after
                           the Plan Year in which a Participant terminates
                           employment, such distribution shall include the full
                           amount of the Participant's share of the Company
                           Contributions for such Plan Year, if he is eligible
                           for such allocation under Sections 3.1 and 4.4.  If
                           distribution from the Trust Fund is made before the
                           allocation of a Participant's share of the Company
                           Contributions for the Plan Year in which he
                           terminates employment and if he is otherwise eligible
                           for such allocation under Sections 3.1 and 4.4, then
                           the full amount of the Participant's share of the
                           Company Contributions for such Plan Year, if any,
                           shall be distributed to the Participant, if living,
                           and, if not, to his beneficiary, in a lump sum not
                           later than 60 days after the date on which such
                           amount is allocated.

                  (iii)    During Employment. A Participant may not obtain a
                           distribution while employed by the Company or an
                           Affiliated Entity, except as provided in subsection
                           (c) (relating to the required minimum distribution at
                           a Participant's Required Beginning Date).

                  (iv)     Code Section 409(o).  Notwithstanding subsections
                           (i), (ii) and (iii), a Participant may elect to
                           receive a distribution, after separating from
                           service, no later than the times required by Code
                           section 409(o).
<PAGE>

         (b)      Alternate Earliest Date of Distribution. Notwithstanding
                  subsection (a), unless a Participant elects otherwise, his
                  distribution shall commence no later than 60 days after the
                  close of the latest of: (i) the Plan Year in which the
                  Participant attains Normal Retirement Age; (ii) the Plan Year
                  in which occurs the tenth anniversary of the year in which the
                  Participant commenced participation in the Plan; and (iii) the
                  Plan Year in which the Participant terminates employment with
                  the Company and Affiliated Entities.

         (c)      Latest Date of Distribution.  Distribution must be made in a
                  lump sum no later than the Required Beginning Date.

         (d)      Distribution Upon Participant's Death.  Distribution shall be
                  made in a lump sum to the Participant's beneficiary by the end
                  of the calendar year in which falls the fifth anniversary of
                  the Participant's death.

         (e)      Alternate Payee.  The earliest date that an Alternate Payee
                  may receive a distribution shall be determined pursuant to
                  Section 14.8.

         (f)      Direct Rollover Option.

                  (i)      A Participant, an Alternate Payee who is the Spouse
                           or former spouse of a Participant, or a surviving
                           spouse of a deceased Participant (collectively, the
                           "distributee") may direct the Trustee to pay all or
                           any portion of his "eligible rollover distribution"
                           to an "eligible retirement plan" in a "direct
                           rollover."  Within a reasonable period of time before
                           an eligible rollover distribution, the Plan
                           Administrator shall inform the distributee of this
                           direct rollover option, the appropriate withholding
                           rules, other rollover options, the options regarding
                           income taxation, and any other information required
                           by Code section 402(f).  If a distribution is one to
                           which Sections 401(a)(11) and 417 of the Internal
                           Revenue Code do not apply, such distribution may
                           commence less than 30 days after the notice required
                           under Section 1.411(a)-11(c) of the Income Tax
                           Regulations is given, provided that (i) the Plan
                           Administrator clearly informs the Participant that
                           the Participant has a right to a period of at least
                           30 days after receiving the notice to consider the
                           decision of whether or not to elect a distribution
                           (and, if applicable, a particular distribution
                           option), and (ii) the Participant, after receiving
                           the notice, affirmatively elects a distribution.  For
                           purposes of the foregoing sentence, a distributee is
                           treated as a Participant.

                  (ii)     An "eligible rollover distribution" is any
                           distribution or in-service withdrawal other than (i)
                           distributions required under Code section 401(a)(9),
                           (ii) distributions of amounts that have already been
                           subject to federal income tax (such as defaulted
                           loans), (iii) installment payments in a series of
                           substantially equal payments made at least annually
                           and (A) made over a specified period of ten or more
                           years, (B) made for the life or life expectancy of
                           the distributee, or (C) made for the joint life or
                           life expectancy of the distributee and his designated
                           beneficiary, or (iv) any other actual or deemed
                           distribution specified in the regulations issued
                           under Code section 402(c).

                  (iii)    For a Participant or an Alternate Payee who is the
                           Spouse or former spouse of a former or current
                           Participant, an "eligible retirement plan" is an
                           individual retirement account or annuity described in
                           Code section 408(a) or 408(b), an annuity plan
                           described in Code section 403(a), or the qualified
                           trust of a defined contribution plan that accepts
                           eligible rollover distributions. For a surviving
                           spouse of a deceased Participant, an "eligible
                           retirement plan" is an individual retirement account
                           or annuity.

                  (iv)     A "direct rollover" is a payment by the Trustee to
                           the eligible retirement plan specified by the
                           distributee.
<PAGE>

                  (v)      An "Alternate Payee" is a former or current
                           Participant's Spouse, former spouse, child, or other
                           dependent who is recognized by a qualified domestic
                           relations order (within the meaning of Code section
                           414(p)) as having a right to receive all, or a
                           portion of, the benefits payable under this Plan with
                           respect to the Participant or former Participant.
<PAGE>

6.6      Separate Accounting for Distributable Amounts.

         When a Participant's account(s) have become distributable, in whole or
in part, the Plan Administrator may direct the Trustee to separately account for
and separately invest the account(s), or the distributable portion thereof. All
distributions shall be paid solely from the separate account. Amounts thus
separately accounted for shall not share in the increase or decrease in the net
worth of the remainder of the Trust Fund.

                                   ARTICLE VII

               Allocation of Responsibilities - Named Fiduciaries

7.1      No Joint Fiduciary Responsibilities.

         The Company, the Trustee, the Plan Administrator and the Appeals Board
(as established pursuant to Section 7.4) shall be the named fiduciaries under
the Plan and Trust Agreement and shall be the only named fiduciaries thereunder.
The fiduciaries shall have only the responsibilities specifically allocated to
them herein or in the Trust Agreement. Such allocations are intended to be
mutually exclusive and there shall be no sharing of fiduciary responsibilities.
Whenever one named fiduciary is required by the Plan or Trust Agreement to
follow the directions of another named fiduciary, the two named fiduciaries
shall not be deemed to have been assigned a shared responsibility, but the
responsibility of the named fiduciary giving the directions shall be deemed his
sole responsibility, and the responsibility of the named fiduciary receiving
those directions shall be to follow them insofar as such instructions are on
their face proper under applicable law.

7.2      The Company.

         The Company shall be responsible for: (a) making Company Contributions;
(b) certifying to the Trustee the names and specimen signatures of the members
of the Committee appointed to serve as the Plan Administrator pursuant to
Section 7.4, if a Committee is appointed, and the Appeals Board, acting from
time to time; (c) keeping accurate books and records with respect to its
Employees and the appropriate components of each Employee's Compensation and
furnishing such data to the Plan Administrator; (d) selecting agents and
fiduciaries to operate and administer the Plan and Trust; (e) appointing an
investment manager if it determines that one should be appointed; and (f)
reviewing periodically the performance of such agents, managers, and
fiduciaries.

7.3      The Trustee.

         The Trustee shall be responsible for: (a) in the absence of investment
direction from the Plan Administrator, the investment of the Trust Fund to the
extent and in the manner provided in the Trust Agreement; (b) the custody and
preservation of Trust assets delivered to it; (c) the purchase of shares of
Stock in accordance with the written directions of the Plan Administrator; and
(d) the payment of such amounts from the Trust Fund as the Plan Administrator
shall direct.

7.4      Plan Administrator; Appeals Board.

         The Company shall serve as the Plan Administrator, unless the Board of
Directors of the Company of the Compensation Committee of the Board of Directors
of the Company appoints a separate Committee to serve as the Plan Administrator,
in which case the Committee shall have all of the duties and obligations
established by this Plan with respect to the Plan Administrator. The Board of
Directors of the Company or the Compensation Committee of the Board of Directors
of the Company shall appoint a separate Appeals Board, consisting of three or
more individuals who may be, but need not be, Participants, officers, directors,
or Employees of the Company. The members of the Appeals Board (and the
Committee, if one is created) shall hold office at the pleasure of the Board of
Directors and shall serve without compensation. The Plan Administrator shall be
the "plan administrator" as defined in Section 3(16)(A) of ERISA. It shall be
responsible for establishing and implementing a funding policy consistent with
the objectives of the Plan and with the requirements of ERISA. This
responsibility shall include establishing (and revising as necessary) short-term
and long-term goals and requirements pertaining to the financial condition of
the Plan, communicating such goals and requirements to the persons responsible
for the various aspects of Plan operations and monitoring periodically the
implementation of such goals and requirements. The Appeals Board shall be
responsible for reviewing and deciding all claims appeals in accordance with the
provisions of Section 14.2.
<PAGE>

7.5      Plan Administrator to Construe Plan.

         (a)      The Plan Administrator shall administer the Plan and shall
                  have all power and authority necessary for that purpose,
                  including, but not by way of limitation, the discretion and
                  power to interpret the Plan, to determine the eligibility,
                  status, and rights of all individuals under the Plan, and in
                  general to decide any dispute and all questions arising in
                  connection with the Plan.  The Plan Administrator shall also
                  be responsible for (a) directing the Trustee concerning the
                  investment of assets in the Trust Fund, other than Stock; (b)
                  directing the Trustee with respect to the purchase of Stock
                  and with respect to entering into Exempt Loans under
                  Article XI; (c) directing the Trustee with respect to voting
                  shares of Stock to the extent that Participants do not so
                  direct such voting as provided for in the Plan and the Trust
                  Agreement; and (d) valuing the Stock in accordance with
                  Article X.  The Plan Administrator shall direct the Trustee
                  concerning all distributions from the Trust Fund, in
                  accordance with the provisions of the Plan, and shall have
                  such other powers in the administration of the Trust Fund as
                  may be conferred upon it by the Trust Agreement.  The Plan
                  Administrator shall maintain all Plan records except records
                  of the Trust Fund.  The Plan Administrator may appoint agents
                  to whom it may delegate such powers as it deems appropriate,
                  except that any dispute shall be determined by the Plan
                  Administrator.

         (b)      The Plan Administrator may adjust the account(s) of any
                  Participant, delay distributions from the Plan, and take other
                  appropriate actions in order to correct errors, rectify
                  omissions, and protect all assets of the Plan from market
                  fluctuations in such manner as the Plan Administrator believes
                  will best result in the equitable and nondiscriminatory
                  administration of the Plan.

7.6      Organization of Appeals Board and Committee.

         The Appeals Board and the Committee shall each elect a chairman and
shall adopt such rules as it deems desirable for the conduct of its affairs and
for the administration of the Plan. The Appeals Board may appoint agents to whom
it may delegate such powers as it deems appropriate, except that any dispute
shall be determined by the Appeals Board. The Appeals Board may make its
determination with or without meetings, and may authorize one or more of its
members or agents to sign instructions, notices and determinations on its
behalf. The action of a majority of the Appeals Board shall constitute the
action of the Appeals Board.

7.7      Agent for Process.

         The Plan Administrator shall be agent of the Plan for service of all
process.

7.8      Indemnification of Appeals Board and Committee Members.

         The Company shall indemnify each member of the Appeals Board (and each
member of the Committee, if one is appointed to act as Plan Administrator) and
Employees who perform services for the Plan Administrator and the Appeals Board
against any and all claims, loss, damages, expense and liability arising from
any action or failure to act, except when the same is judicially determined to
be due to the gross negligence or willful misconduct of such member or Employee.
<PAGE>

                                  ARTICLE VIII

                                 Trust Agreement

8.1      Trust Agreement.

         The Company has entered into a Trust Agreement to provide for the
holding, investment and administration of the funds of the Plan. The Trust
Agreement shall be part of the Plan, and the rights and duties of any individual
under the Plan shall be subject to all terms and provisions of the Trust
Agreement.

8.2      Expenses of Trust.

         All taxes upon or in respect of the Trust shall be paid by the Trustee
out of the Trust assets. All reasonable expenses of administering the Trust
shall be paid by the Trustee out of the Trust assets to the extent they are not
paid by the Company. No fiduciary shall receive any compensation for services
rendered to the Plan if the fiduciary is being compensated on a full-time basis
by the Company.

                                   ARTICLE IX

                            Termination and Amendment

9.1      Termination of Plan or Discontinuance of Contributions.

         Frontier expects to continue the Plan indefinitely, but the continuance
of the Plan and the payment of contributions are not assumed as contractual
obligations. Frontier may terminate the Plan or discontinue contributions at any
time. Upon the termination (or partial termination) of the Plan or the complete
discontinuance of contributions, the interests of all affected Participants in
the Trust Fund shall become fully vested, notwithstanding any other provision
hereof.

9.2      Allocations Upon termination or Discontinuance of Company
Contributions.

         Upon the termination or partial termination of the Plan or upon the
complete discontinuance of contributions, the Plan Administrator shall promptly
notify the Trustee of such termination or discontinuance. The Trustee shall then
determine, in the manner prescribed in Section 4.2, the net worth of the Trust
Fund as of the close of the last business day of the calendar month in which
such notice was received by the Trustee. The Trustee shall advise the Plan
Administrator of any increase or decrease in such net worth that has occurred
since the preceding Valuation Date. The Plan Administrator shall thereupon
allocate, in the manner described in Section 4.3, among the remaining Plan
accounts, any such increase or decrease in the net worth of the Trust Fund.
Immediately after the allocation of such increase or decrease in net worth, the
Plan Administrator shall allocate among the remaining Plan accounts, in the
manner described in Articles III, IV, and V, any Company Contributions or
forfeitures occurring since the preceding Valuation Date.

9.3      Procedure Upon Termination of Plan or Discontinuance of Contributions.

         If the Plan has been terminated or partially terminated, or if a
complete discontinuance of contributions to the Plan has occurred, then after
the allocations required under Section 9.2 have been completed, the Trustee
shall distribute or transfer the account(s) of affected Employees as follows.

         (a)      If the affected Employee's account(s) have an aggregate value
                  of $3,500 or less (calculated in accordance with applicable
                  Treasury regulations), then the Trustee shall distribute the
                  Employee's account(s) to the Employee in a lump sum (other
                  than an annuity).

         (b)      If the affected Employee's account(s) have an aggregate value
                  of more than $3,500 (calculated in accordance with applicable
                  Treasury regulations), and if the Company or an Affiliated
                  Entity does not maintain another defined contribution plan
                  (other than an employee stock ownership plan within the
                  meaning of Code section 4975(e)(7)), then the Trustee shall
                  distribute the Employee's account(s) to the Employee in a lump
                  sum (other than an annuity).
<PAGE>

         (c)      If the affected Employee's account(s) have an aggregate value
                  of more than $3,500 (calculated in accordance with applicable
                  Treasury regulations), and if the Company or an Affiliated
                  Entity maintains another defined contribution plan (other than
                  an employee stock ownership plan within the meaning of Code
                  section 4975(e)(7)), then the Trustee shall transfer the
                  Employee's account(s) to the other plan unless the Employee
                  consents to an immediate distribution of such account(s) in a
                  lump sum (other than an annuity).

Subject to the provisions of Article X, any distribution or transfer made
pursuant to this Section may be in cash, in kind, or partly in cash and partly
in kind. After all such distributions or transfers have been made, the Trustee
shall be discharged from all obligation under the Trust; no Participant or
beneficiary who has received any such distribution, or for whom any such
transfer has been made, shall have any further right or claim under the Plan or
Trust.

9.4      Amendment by Frontier.

         Frontier may at any time amend the Plan in any respect, subject to
Section 9.5, but no amendment shall be made that would have the effect of
vesting in the Company any part of the Trust Fund or of diverting any part of
the Trust Fund to purposes other than for the exclusive benefit of Participants,
Alternate Payees, or their beneficiaries, and the rights of any Participant,
Alternate Payee, or beneficiary with respect to contributions previously made
shall not be adversely affected by any amendment; no amendment shall reduce or
restrict, either directly or indirectly, the accrued benefit (within the meaning
of Code section 411(d)(6)) provided to any Participant before the amendment. The
Plan shall be amended by a writing approved by the Company's Board of Directors
and signed on behalf of the Company by an officer of the Company duly authorized
by the Board of Directors. The Plan may also be amended in writing by an officer
of the Company to whom the Company's Board of Directors delegates the authority
to amend the Plan. Notwithstanding the foregoing, if the Company is subject to
Section 16(b) of the Securities Exchange Act of 1934, no amendment may be made
unless in compliance with the Rules thereunder.

9.5      Amendment to Vesting Schedule.

         If the vesting schedule is amended, each Participant with at least
three Years of Service may elect, within the period specified in the following
sentence after the adoption of the amendment, to have his nonforfeitable
percentage computed under the Plan without regard to such amendment. The period
during which the election may be made shall commence with the date the amendment
is adopted and shall end on the latest of:

         (a)      60 days after the amendment is adopted;

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

         (c)      60 days after the Participant is issued written notice of the
                  amendment by the Company or the Plan Administrator.

Furthermore, the amendment shall not decrease the nonforfeitable percentage,
measured as of the later of the date the amendment is adopted or effective, of
any Participant's accounts.

                                    ARTICLE X

                   Special Provisions Regarding Company Stock

10.1     Time of Distribution.

         Notwithstanding any other provision under Section 6.5 of the Plan, a
Participant may elect to have the portion of his account attributable to Stock
distributed (i) not later than one year after the close of the Plan Year in
which such Participant separates from service by reason of the attainment of
Normal Retirement Age under the Plan, death, or Disability; or (ii) not later
than one year after the close of the fifth Plan Year following the Plan year in
which the Participant separated from service, if the Participant separated from
service for any reason other than those enumerated in paragraph (i) above, and
is not reemployed by the Company at the end of the fifth Plan Year following the
Plan Year of such separation from service. If the Participant separates from
service for a reason other than those described in paragraph (i) above, and is
employed by the Company as of the last day of the fifth Plan Year following the
Plan Year of such separation from service, distribution to the Participant,
prior to any subsequent separation from service, shall be in accordance with
terms of the Plan other than this Section 10.1. For purposes of this Section
10.1, Stock shall not include any Stock acquired with the proceeds of a loan
described in Code section 404(a)(9) until the close of the Plan Year in which
such loan is repaid in full.
<PAGE>

10.2     Put Option Requirements.

         (a)      Notwithstanding any other provisions of the Plan, in the case
                  of a distribution of Stock when it is not readily tradable on
                  an established securities market, the Participant receiving
                  such distribution shall have the right to exercise a put
                  option that complies with the requirements of Code section
                  409(h).  Such put option shall provide that if the Participant
                  exercises the put option, the Company, or the Plan if the Plan
                  so elects, shall repurchase all or any portion of the
                  distributed Stock.  The put option may be exercised during the
                  six-month period beginning on the day after the Participant
                  receives the Stock.  If the Participant does not exercise the
                  option to sell such Stock, the option shall lapse temporarily.

         (b)      After the end of the Plan Year in which the option described
                  in subsection (a) occurred, and following the valuation of the
                  Stock as of such year end, the Plan Administrator shall notify
                  each Participant who was eligible to, but did not, exercise
                  the option described in subsection (a) of the updated
                  valuation and the opportunity to once again exercise the put
                  option during the three-month period beginning on the date the
                  notice is received. If the Participant again fails to exercise
                  such option, it shall lapse permanently.

         (c)      To exercise his put option, the Participant must deliver to
                  the Company a written notice of his election to sell such
                  Stock, together with the certificates representing the shares
                  to be sold duly endorsed for transfer with applicable transfer
                  tax stamps attached thereto. Upon such delivery, the
                  Participant shall have sold, and the Company shall have
                  purchased, the number of shares specified in such notice.

         (d)      The purchase price per share shall be the fair market value
                  per share as of the Valuation Date under Section 10.9
                  immediately preceding the date of sale.

         (e)      Stock purchased pursuant to a put option shall be paid for as
                  follows:

                  (i)      If the distribution of the Stock constituted a "Total
                           Distribution" (as defined in paragraph (iii)),
                           payment for the Stock shall be made in five
                           substantially equal annual payments. The first
                           payment shall be made not later than 30 days after
                           the Participant exercises the put option. The
                           remaining payments shall bear a reasonable rate of
                           interest and shall be adequately secured.

                  (ii)     If the distribution of Stock does not constitute a
                           Total Distribution, payment for the Stock shall be
                           made in one cash payment no later than 30 days after
                           the Participant exercises the put option.

                  (iii)    A "Total Distribution" is a distribution to a
                           Participant or his beneficiary, or a series of such
                           distributions within one taxable year of the
                           recipient, of the Participant's entire balance in
                           this Plan.
<PAGE>

         (f)      At the option of the Trustee, pursuant to written directions
                  from the Plan Administrator, the Plan may assume the rights
                  and obligations of the Company under the above subsections as
                  to all or any part of the shares of Stock tendered to the
                  Company..

                  (i)      If the Participant has contributed the Stock to an
                           individual retirement account or annuity ("IRA"), the
                           IRA trustee shall have the option to sell described
                           in this Section 10.2.

10.3     Diversification and Early Distribution.

         Each Participant who has both attained age 55 and completed at least
ten years of participation in the Plan (a "Qualified Participant") may elect to
receive a special, early distribution of Stock. This special election may be
made only within 90 days after the end of one of the first six Plan Years
beginning with the Plan Year the Participant became a Qualified Participant.
After the first Plan Year the Qualified Participant may elect to receive a
distribution of up to 25% of those shares in his Company Contributions Account.
After the second through fifth Plan Years, the Qualified Participant may elect
to receive an additional number of shares, provided that the total number of
shares distributed pursuant to these special elections does not exceed 25% of
the sum of the number of shares in his account plus the number of shares
previously distributed. After the sixth Plan Year, the Qualified Participant may
elect to receive an additional number of shares, provided that the total number
of shares distributed pursuant to these special elections does not exceed 50% of
the sum of the number of such shares in his account plus the number of shares
previously distributed. The Stock received in these distributions is subject to
the put options described in Section 10.2 No distribution may be made under this
Section without the consent of the Participant and his Spouse (if the
Participant has a Spouse). Distributions pursuant to this Section shall be made
as soon as practicable, and in no event later than 180 days after the close of
the Plan Year.

10.4     Registration.

         Notwithstanding any other provision hereof, no Stock shall be
distributed to any person unless such distribution is at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended. If the distribution of Stock to a Participant, Alternate Payee, or
beneficiary is prohibited by the foregoing limitation, the Company shall take
such steps as are necessary to permit the distribution of such Participant's
interest in the Trust Fund.

10.5     Investment of Trust Fund.

         The Plan is designed to invest primarily in Stock. Up to 100% of the
assets of the Trust may be invested in shares of Stock. All cash received by the
Trustee shall, at the written direction of the Company, be used to pay interest
and principal on an Exempt Loan or to purchase Stock at the fair market value of
the Stock, as determined under Section 10.9. At the written direction of the
Company, the Trustee shall temporarily invest Trust assets, pending the purchase
of Stock, as provide din the Trust Agreement. In the absence of written
direction from the Company, the Trustee may temporarily invest Trust assets,
pending the purchase of Stock, in savings accounts, certificates of deposit and
high-grade short-term securities, or such funds may be held in cash or cash
equivalents.

10.6     Dividends.

         The Company may from time to time declare and pay dividends, either in
cash or in shares of Stock, with respect to shares of Stock in the Trust Fund.
Dividends paid with respect to Stock shall be allocated under subsection 4.3(c).

10.7     Voting of Stock.

         (a)      If the Stock is a "registration-type class of securities," as
                  defined in Code section 409(e), each Participant, Alternate
                  Payee or beneficiary shall be entitled to vote the shares of
                  Stock, including fractional shares, allocated to his account
                  and shall be entitled to receive all proxy material and other
                  information distributed to shareholders in the same manner as
                  the other shareholders.
<PAGE>

         (b)      If the Plan owns any Stock that is not a registration-type
                  class of securities (as defined in Code section 409(e)(4)), a
                  Participant, Alternate Payee or beneficiary also shall be
                  entitled to direct the Trustee, in accordance with the
                  provisions of the Trust Agreement, to exercise the voting
                  rights of that Stock in his Company Contributions Account, in
                  the following types of transactions involving the Company:
                  merger, consolidation, recapitalization, reclassification,
                  liquidation, dissolution, sale of substantially all assets of
                  a trade or business, or any similar transaction as may be
                  prescribed in Treasury Regulations.  While an Exempt Loan is
                  outstanding, a Participant, Alternate Payee, or beneficiary
                  shall also be entitled to direct the exercise of the voting
                  rights on any shareholder vote of the Stock in his Company
                  Contributions Account that was purchased or transferred to the
                  Plan in connection with the Exempt Loan.  In any case in which
                  the voting rights with respect to Stock are not required to be
                  passed through to a Participant, Alternate Payee or
                  beneficiary in accordance with the foregoing, such Stock shall
                  be voted by the Trustee pursuant to the written directions of
                  the Plan Administrator, as provided in the Trust Agreement.

10.8     Stock to be Subject to Certain Conditions.

         All shares of Stock distributed to a Participant, Alternate Payee or
beneficiary shall bear such legends and statements as the Company may deem
advisable to assure compliance with applicable federal and state securities laws
and regulations. If the Company requests, a recipient of shares of Stock shall,
prior to receipt of such shares, deliver to the Company such written statements
as the Company or its counsel may reasonably require to indicate that (a) the
recipient is acquiring such shares for his own account, for investment and not
with the view to disposing of such shares, (b) the recipient of such shares
understands that the shares have not been registered under the Securities Act of
1933 (the "Act") and that neither the shares nor any interest therein may be
transferred, sold, assigned or conveyed except in accordance with the Act and
applicable state securities laws and must therefore be held indefinitely unless
they are subsequently registered under the Act or an exemption from such
registration is available. Such written statements may also require the
recipient's acknowledgement that he understands that if, after the Stock has
been held for a period of at least two years and if the provisions of Rule 144
of the General Rules and Regulations adopted under the Act are otherwise
available (there being no representations by the Company that the provisions of
Rule 144 will be applicable), then he may make routine sales of such shares in
limited amounts, in a specified manner, in accordance with other terms and
conditions of Rule 144. In the case of Stock to which Rule 144 is not
applicable, any sales by a recipient would have to be made in compliance with
Regulation A or some other exception from the registration requirements of the
Act.

10.9     Valuation of Stock.

         With respect to all activities carried on by the Plan, all valuations
of Stock, while the Stock is not readily tradable on an established securities
market, shall be made by an independent appraiser meeting requirements similar
to those contained in Treasury Regulations under Code section 170(a)(1). The
fees of such appraisers shall be paid by the company or the Trust, or may be
shared by each, as determined by the Company; all such decisions shall be made
in compliance with ERISA. Shares of Stock held in the Trust Fund which are not
readily tradable on an established securities market shall be valued annually by
the Plan Administrator (using an independent appraiser), for all purposes of the
Plan, at their fair market value as of the last day of each Plan year, in
accordance with the applicable provisions of ERISA. Shares of Stock that are
readily tradable on an established securities market shall be valued as of the
last day of each Plan Year and at such other dates as may be required or
provided by the Plan, in accordance with the applicable provisions of ERISA. If
the Stock is traded on an established securities market, distributions in the
form of Stock shall be valued at the fair market value of the Stock on the date
the Trustee directs the transfer agent for the Stock to transfer the shares of
Stock into the name of a Participant or a Beneficiary. In the case of purchases
of Stock from "disqualified persons" as defined in Code section 4975(e)(2)), the
value of the purchased Stock must be determined as of the date of the
transaction.
<PAGE>

                                   ARTICLE XI

                    Company Stock Purchased with Exempt Loans

11.1     Prohibition Against Non-Exempt Loans.

         In general, the term "loan" refers to a loan made to the Plan by a
disqualified person (as defined in Code section 4975(e)(2)) or a loan to the
Plan that is guaranteed by a disqualified person. It includes a direct loan of
cash, a purchase-money transaction, and an assumption of the obligation of the
Plan. "Guarantee" includes an unsecured guarantee and the use of assets of a
disqualified person as collateral for a loan, even though the use of assets may
not be a guarantee under applicable state law. An amendment of a loan in order
to qualify as an Exempt Loan is not a refinancing of the loan or the making of
another loan. Notwithstanding anything to the contrary contained in the Plan or
Trust Agreement, no loan shall be made to the Plan unless such loan is an Exempt
Loan which satisfies all of the following requirements:

         (a)      Primary Benefit Requirement. The loan must be primarily for
                  the benefit of the Plan Participants and their beneficiaries.
                  In addition, at the time the loan is made, the interest rate
                  for the loan and the price of the Stock to be acquired with
                  the loan proceeds should not be such that Plan assets might be
                  drained off and the terms of the loan, whether or not between
                  independent parties, must be at least as favorable to the Plan
                  as the terms of a comparable loan resulting from arm's-length
                  negotiations between independent parties.

         (b)      Use of Loan Proceeds.  The proceeds of the loan must be used
                  within a reasonable time after their receipt by the Plan only
                  for any or all of the following purposes:

                  (i)      To acquire Stock.

                  (ii)     To repay such loan.

                  (iii)    To repay a prior Exempt Loan. A new loan, the
                           proceeds of which are so used, must satisfy all of
                           the provisions of this subsection 11.1. Except as
                           provided in subsection 11.1(g) below, or as otherwise
                           required by applicable law, no Stock acquired with
                           the proceeds of the loan may be subject to a put,
                           call, or other option, or buy-sell or similar
                           arrangement while held by and when distributed from
                           the Plan, whether or not the Plan is still an ESOP at
                           such time and whether any Exempt Loans remain
                           outstanding.

         (c)      Liability and Collateral of Plan for Loan. The loan must be
                  without recourse against the Plan and the only assets of the
                  Plan that may be given as collateral on the loan are assets
                  acquired with the proceeds of the loan and assets that were
                  used as collateral on a prior Exempt Loan repaid with the
                  proceeds of the current loan. No person entitled to payment
                  under the loan shall have any right to assets of the Plan
                  other than:

                  (i)      collateral given for the loan;

                  (ii)     Company Contributions (other than contributions of
                           Stock) that are made under the Plan to meet its
                           obligations under the loan;

                  (iii)    earnings attributable to such collateral and the
                           investment of such contributions; and

                  (iv)     earnings attributable to all other Stock provided the
                           required allocation of shares of Stock released from
                           the ESOP Suspense Account is made pursuant to
                           subsection 4.3(c).

The payments made by the Plan with respect to an Exempt Loan during a Plan Year
must not exceed an amount equal to the sum of such contributions and earnings
received during or prior to the Plan Year less such payments in prior years.
Such contributions and earnings must be account for separately in the books of
account of the Plan until the loan is repaid.
<PAGE>

         (d)      Default. In the event of default upon an Exempt Loan, the
                  value of Plan assets transferred in satisfaction of the loan
                  must not exceed the amount of default. If the lender is a
                  disqualified person, the loan must provide for a transfer of
                  Plan assets upon default only upon and to the extent of the
                  failure of the Plan to meet the payment schedule of the loan.
                  For the purposes of this subsection (d), the making of a
                  guarantee does not make a person a lender.

         (e)      Reasonable Rate of Interest. The interest rate of Exempt Loan
                  must not be in excess of a reasonable rate of interest. All
                  relevant factors will be considered in determining a
                  reasonable rate of interest, including the amount and duration
                  of the loan, the security and guarantee (if any) involved, the
                  credit standing of the Plan and the guarantee (if any), and
                  the interest rate prevailing for comparable loans. When these
                  factors are considered, a variable interest rate may be
                  reasonable.

         (f)      Release from Encumbrance.  Shares of Stock purchased with an
                  Exempt Loan shall be allocated to a special ESOP Suspense
                  Account and released from the ESOP Suspense Account (and the
                  encumbrance) in accordance with this subsection (f). Shares of
                  Stock released from the ESOP Suspense Account shall be
                  allocated to the Participants' Company Contributions Accounts.
                  In general, an Exempt Loan must provide for the release from
                  encumbrance under this subsection of Plan assets used as
                  collateral for an Exempt Loan.  The number of shares of Stock
                  released each Plan Year because of a Company ESOP Contribution
                  shall equal the number of encumbered shares of Stock held
                  immediately before release for the current Plan Year
                  multiplied by a fraction.  The numerator of the fraction is
                  the amount of principal and interest paid for the year. The
                  denominator of the fraction is the sum of the numerator plus
                  the principal and interest to be paid for all future years.
                  The number of future years under the loan must be definitely
                  ascertainable and must be determined without taking into
                  account any possible extensions or renewal periods.  If the
                  interest rate under an Exempt Loan is variable, the interest
                  to be paid in future years must be computed by using the
                  interest rate applicable as of the end of the Plan Year.  If
                  collateral includes more than one class of Stock, the number
                  of shares of Stock of each class to be released for a Plan
                  Year must be determined by applying the same fraction to each
                  class. Notwithstanding the foregoing, a loan will not fail to
                  satisfy this subsection (f) merely because the number of
                  shares of Stock to be released from encumbrance is determined
                  solely with reference to principal payments.  However, if
                  release is determined with reference to principal payments
                  only, the following three additional rules apply:

                  (i)      the loan shall provide for annual payments of
                           principal and interest at a cumulative rate that is
                           not less rapid at any time than level annual payments
                           of such amounts for 10 years;

                  (ii)     the interest included in any payment with respect to
                           the loan shall be disregarded only to the extent that
                           it would be determined to be interest under standard
                           loan amortization tables; and

                  (iii)    these additional rules shall not apply from the time
                           that, because of a renewal, extension, or
                           refinancing, the sum of the expired duration of the
                           Exempt Loan, the renewal period, the extension
                           period, and the duration of a new loan exceeds 10
                           years.

         (g)      Put Option.  Stock acquired by the Plan with the proceeds of
                  the loan shall be subject to a put option described in
                  Section 10.2, if it meets the requirements thereof, or if it
                  is subject to a "trading limitation" when distributed.  For
                  purposes of this subsection, a trading limitation on a
                  security is a restriction under any federal or state
                  securities law, any regulation thereunder, or an agreement,
                  not prohibited by this Article, which would make the security
                  not as freely tradable as one not subject to such restriction.
                  The put option shall be exercisable only by a Participant,
                  Alternate Payee or beneficiary, by their donees, or by a
                  person (including an estate or its distributee) to whom the
                  Stock passes by reason of their death.  The put option shall
                  permit a Participant, Alternate Payee or beneficiary to put
                  the Stock to the Company as described in Section 10.2.  At the
                  option of the Trustee, the Plan may assume the rights and
                  obligations of the Company as to all or any part of the shares
                  tendered to the Company.  If it is known at the time an Exempt
                  Loan is made that federal or state law will be violated by the
                  Company's honoring such put option, the put option must permit
                  the Stock to be put, in a manner consistent with such law, to
                  a third party (e.g., an affiliate of the Company or a
                  shareholder other than the Plan) that has substantial net
                  worth at the time the loan is made and whose net worth is
                  reasonably expected to remain substantial.
<PAGE>

11.2     Voting Rights.

         Stock acquired with the proceeds of an Exempt Loan that is allocated to
Participants' Company Contributions Accounts shall be subject to the voting
rights described in Section 10.7. Stock acquired with the proceeds of an Exempt
Loan that has been allocated to the ESOP Suspense Account, or for any other
reason has not been allocated to Participants' accounts shall be voted by the
Trustee in accordance with the written direction of the Plan Administrator.

11.3     Allocation to Accounts of Participants.

         (a)      Except as provided in this Section 11.3, amounts contributed
                  to the Plan shall be allocated as provided under Treasury
                  Regulations sections 1.401-1(b)(ii) and (iii), and Stock
                  acquired by the Plan shall be accounted for as provided under
                  Treasury Regulations section 1.402(a)-1(b)(2)(ii).

         (b)      As of the end of each Plan Year, the Plan shall consistently
                  allocate to the Participants' accounts nonmonetary units
                  representing Participants' interests in assets withdrawn from
                  the ESOP Suspense Account.

         (c)      Income with respect to Stock acquired with the proceeds of an
                  Exempt Loan shall be allocated as income of the Plan except to
                  the extent that the Plan provides for them use of cash
                  dividends paid on Stock to pay the principal or interest on
                  Exempt Loans. The use of such dividends (as well as cash
                  dividends paid on Stock not acquired with the proceeds of an
                  Exempt Loan) is hereby specifically permitted, regardless of
                  whether the dividends are paid on Stock previously allocated
                  to Participants' Company Contributions Accounts pursuant to
                  subsection (b).  This allocation shall satisfy the
                  requirements of subsection 4.3(c).

         (d)      If a portion of a Participant's Company Contributions Account
                  is forfeited, Stock allocated under subsection (b) above shall
                  be forfeited only after other assets. If interests in more
                  than one class of Stock have been allocated to the
                  Participant's Company Contributions Account, the Participant
                  must be treated as forfeiting the same proportion of each such
                  class.

11.4     Non-Terminable Provisions.

         Stock acquired with proceeds of an Exempt Loan shall continue to be
subject to the provisions of this Article, even after all Exempt Loans have been
paid in full and even if the Plan ceases to be an Employee Stock Ownership Plan.
<PAGE>

                                   ARTICLE XII

                      Plan Adoption by Affiliated Entities

12.1     Adoption of Plan.

         Frontier may permit any Affiliated Entity to adopt the Plan and Trust
for its Employees. Thereafter, such Affiliated Entity shall deliver to the
Trustee a certified copy of the resolutions or other documents evidencing its
adoption of the Plan and Trust, but such Affiliated Entity shall not be required
to execute a copy of the Trust Agreement.

12.2     Agent of Affiliated Party.

         By becoming a party to the Plan, each Affiliated Entity appoints
Frontier as its agent with authority to act for the Affiliated Entity in all
transactions in which Frontier believes such agency will facilitate the
administration of the Plan. Frontier shall have the sole authority to amend and
terminate the Plan.

12.3     Disaffiliation and Withdrawal from Plan.

         (a)      Disaffiliation. Any Affiliated Entity that has adopted the
                  Plan and thereafter ceases for any reason to be an Affiliated
                  Entity shall forthwith cease to be party to the Plan.

         (b)      Withdrawal. Any Affiliated Entity may, by appropriate action
                  and written notice thereof to Frontier, provide for the
                  discontinuance of its participation in the Plan. Such
                  withdrawal from the Plan shall not be effective until the end
                  of the Plan Year.

12.4     Effect of Disaffiliation or Withdrawal.

         If at the time of disaffiliation or withdrawal, the disaffiliating or
withdrawing entity, by appropriate action, adopts a substantially identical plan
that provides for direct transfers from this Plan, then, as to employees of such
entity, no plan termination shall have occurred; the new plan shall be deemed a
continuation of this Plan for such employees. In such case, the Trustee shall
transfer to the trustee of the new plan all of the assets held for the benefit
of employees of the disaffiliating or withdrawing entity, and no forfeitures or
acceleration of vesting shall occur solely by reason of such action. Such
payment shall operate as a complete discharge of the Trustee, and of all
organizations except the disaffiliating or withdrawing entity, of all
obligations under this Plan to employees of the disaffiliating or withdrawing
entity and to their beneficiaries. A new plan shall not be deemed substantially
identical to this Plan if it provides slower vesting than this Plan. Nothing in
this Section shall authorize the divesting of any vested portion of a
Participant's account(s).

12.5     Distribution Upon Disaffiliation or Withdrawal.

         (a)      Disaffiliation. If an entity disaffiliates from the Company
                  and the provisions of Section 12.4 are not followed, then the
                  following rules apply to the account(s) of employees of the
                  disaffiliating entity.

                  (i)      If the disaffiliating entity maintains a defined
                           contribution plan (other than an employee stock
                           ownership plan within the meaning of Code section
                           4975(e)(7)), then, if the other plan will accept such
                           a transfer, the Trustee shall transfer the employee's
                           account(s) to the other plan unless the employee
                           consents to an immediate distribution in a lump sum
                           (other than an annuity) of the vested portion of his
                           account(s); if the other plan will not accept such a
                           transfer, the account(s) shall remain in this Plan
                           until the employee elects to receive a distribution
                           pursuant to Article VI.

                  (ii)     If the disaffiliating entity does not maintain a
                           defined contribution plan (other than an employee
                           stock ownership plan within the meaning of Code
                           section 4975(e)(7)), then the Trustee shall
                           distribute the vested portion of the employee's
                           account(s) to the employee in a lump sum (other than
                           an annuity), upon the consent of the employee. If the
                           employee does not consent to an immediate
                           distribution, then distribution may only be made
                           according to Article VI.
<PAGE>

         (b)      Withdrawal. If an Affiliated Entity withdraws from the Plan
                  and the provisions of Section 12.4 are not followed, then the
                  following rules apply to the account(s) of Employees of the
                  withdrawing entity.

                  (i)      If the withdrawing entity maintains a defined
                           contribution plan that accepts transfers from this
                           Plan, then the Employee may transfer his account(s)
                           from this Plan to such plan. No forfeitures or
                           acceleration of vesting shall occur solely by reason
                           of such transfer.

                  (ii)     If the withdrawing entity does not maintain a defined
                           contribution plan that accepts transfers from this
                           Plan, then the Employee's account(s) shall remain in
                           this Plan.

         (c)      Distributions. Any distribution or transfer made pursuant to
                  this Section shall be in shares of Stock, provided, however,
                  that fractional shares of Stock may be converted to and paid
                  in cash. After such distribution or transfer has been made, no
                  Participant or beneficiary who as received any such
                  distribution, or for whom any such transfer has been made,
                  shall have any further right or claim under the Plan or Trust.

                                  ARTICLE XIII

                              Top-Heavy Provisions

13.1     Application of Top-Heavy Provisions.

         The provisions of this Article shall be applicable only if the Plan
becomes "top-heavy" as defined below for any Plan Year. If the Plan becomes
"top-heavy" as of the Determination Date for a Plan Year, the provisions of this
Article shall apply to the Plan effective as of the first day of such Plan Year
and shall continue to apply to the Plan (whether or not the Plan ceases to be
"top-heavy") until the Plan is terminated or otherwise amended.

13.2     Determination of Top-Heavy Status.

         The Plan shall be considered "top-heavy" for a Plan Year if, as of the
Determination Date for that Plan Year, the aggregate of the account balance (as
calculated according to the regulations under Code section 416) of Key Employees
under this Plan (and under all other plans required or permitted to be
aggregated with this Plan) exceeds 60% of the aggregate of the account balance
(as calculated according to the regulations under Code section 416) in this Plan
(and under all other plans required or permitted to be aggregated with this
Plan) of all current Employees and all former Employees who terminated
employment within five years of the Determination Date. This ratio shall be
referred to as the "top-heavy ratio." For purposes of determining the account
balance of any Participant, distributions made with respect to such individual
within a five-year period ending on the Determination Date shall be included.
This shall also apply to distributions under a terminated plan that, if it had
not been terminated, would have been required to be included in an aggregation
group. The account balances of a Participant who had once been a Key Employee,
but who is not a Key Employee during the Plan Year, shall not be taken into
account. The following plans must be aggregated with this Plan for the top-heavy
test: (a) a qualified plan maintained by the Company or an Affiliated Entity in
which a key Employee participated during this Plan Year or during the previous
four Plan Years and (b) any other qualified plan maintained by the Company or an
Affiliated Entity that enables this Plan or any plan described in clause (a) to
meet the requirements of Code sections 401(a) and 410. The following plans may
be aggregated with this Plan for the top-heavy test: any qualified plan
maintained by the Company or an Affiliated Entity that, in combination with the
Plan or any plan required to be aggregated with this Plan when testing this Plan
for top-heaviness, would satisfy the requirements of Code sections 401(a) and
410. If one or more of the plans required or permitted to be aggregated with
this Plan is a defined benefit plan, a Participant's "account balance" shall
equal the present value of his accrued benefit, including any distributions
within five years of the Determination Date. If the aggregation group includes
more than one defined benefit plan, the same actuarial assumptions shall be used
with respect to each such defined benefit plan. The foregoing top-heavy ratio
shall be computed in accordance with the provisions of Code section 416(g),
together with the regulations and rulings thereunder.
<PAGE>

13.3     Special Vesting Rule.

         Unless Section 5.1 provides for faster vesting, the amount credited to
the Participant's Company Contributions Account shall vest in accordance with
the following schedule during any top-heavy Plan Year:

                       Years of Service Vested Percentage

                                            1                                 20
                                            2                                 40
                                            3                                 60
                                            4                                 80
                                        5 or more                            100

13.4     Special Minimum Contribution.

         Notwithstanding the provisions of Sections 3.1 and Article IV to the
contrary, and subject to subsection (b), in every top-heavy Plan Year, a minimum
allocation is required for each Non-Key Employee who both (i) performed one or
more Hours of Service during the Plan Year as a Covered Employee after
satisfying any eligibility requirement of Section 2.1, and (ii) was an Employee
on the last day of the Plan Year. This minimum allocation is required regardless
of whether such Non-Key Employee received credit for 1,000 or more Hours of
Service or made any required contributions to the Plan for such Plan Year. The
minimum allocation shall be a percentage of such Non-Key Employee's
Compensation. The percentage shall be the lesser of 3% or the largest percentage
of any Key Employee's Compensation. For all Key and Non-Key Employees, this
percentage takes into account all Company Contributions and forfeitures, except
for amounts used to restore the accounts of a rehired or missing Participant,
allocated for the Plan Year. If this minimum allocation is not satisfied for any
Non-Key Employee, the Company shall contribute the additional amount needed to
satisfy this requirement to such Non-Key Employee's Company Contributions
account.

13.5     Change in Top-Heavy Status.

         If the Plan ceases to be a "top-heavy" plan as defined in this Article
XIII, and if any change in the benefit structure, vesting schedule or other
component of a Participant's accrued benefit shall occur as a result of such
change in top-heavy status, the nonforfeitable percentage of each Participant's
benefit attributable to Company Contributions shall not be decreased as a result
of such change. In addition, each Participant with at least three Years of
Service with the Company and Affiliated Entities on the date of such change, may
elect to have his nonforfeitable percentage computed under the Plan without
regard to such change in status. The period during which the election may be
made shall commence on the date the Plan ceases to be a top-heavy plan and shall
end on the later of (a) 60 days after the change in status occurs, (b) 60 days
after the change in status becomes effective, or (c) 60 days after the
Participant is issued written notice of the change by the Company or the Plan
Administrator.

                                   ARTICLE XIV

                                  Miscellaneous

14.1     Right to Dismiss Employees - No Employment Contract.

         The Company and Affiliated Entities may terminate the employment of any
Employee as freely and with the same effect as if this Plan were not in
existence. Participation in this Plan by an Employee shall not constitute an
express or implied contract of employment between the Company or an Affiliated
Entity and the Employee.
<PAGE>

14.2     Claims Procedure.

         (a)      All claims shall be filed in writing by the Participant, his
                  beneficiary, or the authorized representative of the claimant,
                  by completing the procedures that the Plan Administrator
                  requires. The procedures shall be reasonable and may include
                  the completion of forms and the submission of documents and
                  additional information. For purposes of this Section, a
                  request for an in-service withdrawal shall be considered a
                  claim.

         (b)      The Plan Administrator shall review all materials and shall
                  decide whether to approve or deny the claim.  If a claim is
                  denied in whole or in part, written notice of denial shall be
                  furnished by the Plan Administrator to the claimant within 90
                  days after the receipt of the claim by the Plan Administrator,
                  unless special circumstances require an extension of time for
                  processing the claim, in which event notification of the
                  extension shall be provided to the claimant and the extension
                  shall not exceed 90 days.  The written notice shall set forth
                  the specific reasons for such denial, specific reference to
                  pertinent Plan provisions, a description of any additional
                  material or information necessary for the claimant to perfect
                  his claim and an explanation of why such material or
                  information is necessary, all written in a manner calculated
                  to be understood by the claimant.  The notice shall include
                  appropriate information as to the steps to be taken if the
                  claimant wishes to submit his denied claim for review.  The
                  claimant may request a review upon written application, may
                  review pertinent documents, and may submit issues or comments
                  in writing.  The claimant must request a review within the
                  reasonable period of time prescribed by the Plan
                  Administrator.  In no event shall such a period of time be
                  less than 60 days. The Appeals Board shall decide all review
                  of denied claims.  A decision on review shall be rendered
                  within 60 days of the receipt of request for review by the
                  Appeals Board.  If special circumstances require a further
                  extension of time for processing, a decision shall be rendered
                  not later than 120 days following the Appeals Board's receipt
                  of the request for review.  If such an extension of time for
                  review is required, written notice of the extension shall be
                  furnished to the claimant prior to the commencement of the
                  extension.  The Appeals Board's decision on review shall be
                  furnished to the claimant.  Such decision shall be in writing
                  and shall include specific reasons for the decision, written
                  in a manner calculated to be understood by the claimant, as
                  well as specific references to the pertinent Plan provisions
                  on which the decision is based.

         (c)      The Plan Administrator, when initially deciding claims, and
                  the Appeals Board, when deciding appeals of denied claims,
                  shall have total discretionary authority to determine
                  eligibility, status, and the rights of all individuals under
                  the Plan and to construe any and all terms of the Plan.

14.3     Source of Benefits.

         All benefits payable under the Plan shall be paid solely from the Trust
Fund, and the Company and Affiliated Entities assume no liability or
responsibility therefor.

14.4     Exclusive Benefit of Employees.

         It is the intention of the Company that no part of the Trust, other
than as provided in Sections 3.2, 8.2, and 14.8 hereof and Section 4.2 of the
Trust Agreement, ever to be used for or diverted to purposes other than for the
exclusive benefit of Participants, Alternate Payees, and their beneficiaries,
and that this Plan shall be construed to follow the spirit and intent of the
Code and ERISA.
<PAGE>

14.5     Forms of Notices.

         Wherever provision is made in the Plan for the filing of any notice,
election, or designation by a Participant, Spouse, Alternate Payee, or
beneficiary, the action of such individual shall be evidenced by the execution
of such form as the Plan Administrator may prescribe for the purpose.

14.6     Notice of Adoption of the Plan.

         The Company shall provide each of its Employees with notice of the
adoption of this Plan, notice of any amendments to the Plan, and notice of the
salient provisions of the Plan prior to the end of the first Plan Year. A
complete copy of the Plan shall also be made available for inspection by
Employees or any other individual with an account balance under the Plan.

14.7     Plan Merger.

         If this Plan is merged or consolidated with, or its assets or
liabilities are transferred to, any other qualified plan of deferred
compensation, each Participant shall be entitled to receive a benefit
immediately after the merger, consolidation, or transfer that is equal to or
greater than the benefit he would have been entitled to receive immediately
before the merger, consolidation, or transfer if this Plan had then been
terminated.

14.8     Inalienability of Benefits - Domestic Relations Order.

         (a)      Except as provided in subsection (b) below, no Participant or
                  beneficiary shall have any right to assign, alienate,
                  transfer, hypothecate, encumber or anticipate his interest in
                  any benefits under this Plan, nor shall such benefits be
                  subject to any legal process to levy upon or attach the same
                  for payment of any claim against any such Participant or
                  beneficiary.

         (b)      Subsection (a) shall apply to the creation, assignment, or
                  recognition of a right to any benefit payable with respect to
                  a Participant pursuant to a Domestic Relations Order unless
                  such Domestic Relations Order is a QDRO in which case the Plan
                  shall make payment of benefits in accordance with the
                  applicable requirements of any such QDRO.

         (c)      In order to be a QDRO, the Domestic Relations Order: (i) must
                  clearly specify the name and the last known mailing address of
                  the Participant; (ii) must specify the name and mailing
                  address of each Alternate Payee covered by the order; (iii)
                  must specify either the amount or percentage of the
                  Participant's benefits to be paid by the Plan to each such
                  Alternate Payee, or the manner in which such amount or
                  percentage is to be determined; (iv) must specify the number
                  of payments or period to which such order applies; (v) must
                  specify each plan to which such order applies; (vi) may not
                  require the Plan to provide any type or form of benefit, or
                  any option, not otherwise provided under the Plan, subject to
                  the provisions of Paragraphs (f)(ii) and (f)(iii); (vii) may
                  not require the Plan to provide increased benefits (determined
                  on the basis of actuarial value); (viii) may not require the
                  payment of benefits to an Alternate Payee if such benefits
                  have already been designated to be paid to another Alternate
                  Payee under another order previously determined to be a QDRO.

         (d)      In the case of any payment before an Employee has separated
                  from service, a Domestic Relations Order shall not be treated
                  as failing to meet the requirements of Subsection (c) solely
                  because such order requires that payment of benefits be made
                  to an Alternate Payee (i) on or after the date on which the
                  Employee attains (or would have attained) his earliest
                  retirement age, (ii) as if the Employee had retired on the
                  date on which such payment is to begin under such order (but
                  taking into account only the account balance on such date),
                  and (iii) in any form in which such benefits may be paid under
                  the Plan to the Employee.  The earliest retirement age is the
                  earlier of (i) the date on which the Employee is entitled to a
                  distribution under the Plan, or (ii) the later of (A) the date
                  the Employee attains age 50, or (B) the earliest date on which
                  the Employee could begin receiving benefits under the Plan if
                  the Employee separated from service.  For purposes of this
                  Subsection, the account balance as of the date specified in
                  the QDRO shall be the vested portion of the Employee's
                  account(s) on such date.
<PAGE>

         (e)      The Plan Administrator shall establish reasonable procedures
                  to determine the qualified status of Domestic Relations Orders
                  and to administer distributions under QDRO's.  Such procedures
                  shall be in writing and shall permit an Alternate Payee to
                  designate a representative to receive copies of notices.  When
                  the Plan Administrator receives a Domestic Relations Order, it
                  shall promptly notify the Participant and each Alternate Payee
                  of such receipt and provide them with copies of the Plan's
                  procedures for determining the qualified status of the order.
                  Within a reasonable period after receipt of a Domestic
                  Relations Order, the Plan Administrator shall determine
                  whether such order is a QDRO and notify the Participant and
                  each Alternate Payee of such determination.  During any period
                  in which the issue of whether a Domestic Relations Order is
                  QDRO is being determined (by the Plan Administrator, by a
                  court of competent jurisdiction, or otherwise), the Plan
                  Administrator shall separately account for the amounts payable
                  to the Alternate Payee if the order is determined to be a
                  QDRO.  If the order (or modification thereof) is determined to
                  be a QDRO within 18 months after the date the first payment
                  would have been required by such order, the Plan Administrator
                  shall pay the amounts separately accounted for (plus any
                  interest thereon) to the individual(s) entitled thereto.
                  However, if the Plan Administrator determines that the order
                  is not a QDRO, or if the issue as to whether such order is a
                  QDRO has not been resolved within 18 months after the date the
                  first payment would have been required by such order, then the
                  Plan Administrator shall pay the amounts separately accounted
                  for (plus any interest thereon) to the individual(s) who would
                  have been entitled to such amounts if there had been no order.
                  Any determination that an order is a QDRO that is made after
                  the close of the 18-month period shall be applied
                  prospectively only.  If the Plan's fiduciaries act in
                  accordance with fiduciary provisions of ERISA in treating a
                  Domestic Relations Order as being (or not being) a QDRO or in
                  taking action in accordance with this Subsection, then the
                  Plan's obligation to the Participant and each Alternate Payee
                  shall be discharged to the extent of any payment made pursuant
                  to the acts of such fiduciaries.

         (f)      The Alternate Payee shall have the following rights under the
                  Plan:

                  (i)      The Alternate Payee may designate beneficiaries in
                           the same manner as a Participant, pursuant to Section
                           6.1. However, any such beneficiary designation shall
                           be effective without the consent of the spouse of the
                           Alternate Payee. In the absence of an effective
                           beneficiary designation, the distributable amount of
                           the Alternate Payee's account(s) shall be paid to his
                           surviving spouse; or if none, in equal shares to his
                           surviving children and issue of deceased children by
                           right of representation; or if none, in equal shares
                           to each surviving parent; or if none, to his estate.

                  (ii)     Notwithstanding any other provisions of this Section
                           14.8, an Alternate Payee shall receive a distribution
                           of his or her Plan assets as soon as administratively
                           practicable after any necessary valuation of his or
                           her account balance and after the Plan Administrator
                           determines that the domestic relations order is a
                           qualified domestic relations order. An Alternate
                           Payee may only receive a distribution in the form of
                           a lump sum of his or her entire interest in the Plan.

                  (iii)    Distribution to an Alternate Payee shall begin on or
                           before the Participant's Required Beginning Date. An
                           Alternate Payee may only receive a distribution in
                           the form of a lump sum (other than an annuity).

                  (iv)     Upon the death of an Alternate Payee, the Alternate
                           Payee's entire interest in the Plan shall be
                           distributed in a lump sum by the end of the calendar
                           year containing the fifth anniversary of the
                           Alternate Payee's death.
<PAGE>

                  (v)      The Alternate Payee (or his beneficiary) may bring
                           claims against the Plan in the same manner as a
                           Participant pursuant to Section 14.2.

14.9     Payments Due Minors or Incapacitated Individuals.

         If any individual entitled to a payment under the Plan is a minor, or
if the Plan Administrator determines that any such individual is incapacitated
by reason of physical or mental disability, whether or not legally adjudicated
as such, the Plan Administrator shall have the power to cause the payments
becoming due to such individual to be made to his personal representative or to
another for his benefit, without responsibility of the Plan Administrator or the
Trustee to see to the application of such payments. Payments made pursuant to
such power shall operate as a complete discharge of the Trust Fund, the Trustee
and the Plan Administrator.

14.10    Uniformity of Application.

         The provisions of this Plan shall be applied in a uniform and
non-discriminatory manner in accordance with rules adopted by the Plan
Administrator which rules shall be systematically followed and consistently
applied so that all individuals similarly situated shall be treated alike.

14.11    Disposition of Unclaimed Payments.

         Each Participant, Alternate Payee, or beneficiary with an account
balance in this Plan must file with the Plan Administrator from time to time in
writing his address, the address of each of his beneficiaries (if applicable),
and each change of address. Any communication, statement, or notice addressed to
such individual at his last address filed with the Plan Administrator (or if no
address is filed with the Plan Administrator then at his last address as shown
on the Company's records) will be binding on such individual for all purposes of
the Plan. Neither the Plan Administrator nor the Trustee shall be required to
search for or locate any missing individual. If the Plan Administrator notifies
an individual that he is entitled to a distribution and also notifies him of the
provisions of this Section, and the individual fails to clam his benefits under
the Plan or make his address known to the Plan Administrator within five
calendar years after the notification, the benefits under the Plan of such
individual shall be forfeited as of the end of the Plan Year coincident with or
following the five-year waiting period. Any amount forfeited pursuant to this
Section shall be allocated pursuant to Section 5.5. If the individual should
later make a claim for his forfeited benefit, the Company shall make a special
contribution to the Plan equal to the forfeiture, and such amount shall be
distributed to the individual.

14.12    Pronouns: Gender and Number.

         Unless the context clearly indicates otherwise, words in either gender
shall include the other gender and the singular shall include the plural and
vice versa.

14.13    Applicable Law.

         This Plan shall be construed and regulated by ERISA, the Code, and, to
the extent applicable, the laws of the State of Colorado.

                                              FRONTIER AIRLINES, INC.



DATE:  September 17, 1996                     By:    /s/ Arthur Voss
                                              Vice President