<PAGE>   1
                                                                          Page 1


COMPREHENSIVE NONSTANDARDIZED SAFE HARBOR 401(k) PROFIT SHARING PLAN
ADOPTION AGREEMENT
================================================================================

--------------------------------------------------------------------------------
                         SECTION 1. EMPLOYER INFORMATION
--------------------------------------------------------------------------------

Name of Employer   METRETEK TECHNOLOGIES, INC.
                 ---------------------------------------------------------------

Address   1675 BROADWAY, SUITE 2150
        ------------------------------------------------------------------------

City    DENVER                            State   CO             Zip  80202
     ----------------------------------         --------------       -----------

Telephone  303-592-5555  Employer's Federal Tax Identification Number 84-1169358
          --------------                                              ----------

Type of Business (Check only one)  [ ] Sole Proprietorship   [ ] Partnership
                                   [X] C Corporation         [ ] S Corporation

[ ] Other (Specify)
                   -------------------------------------------------------------

[X] Check here if Related Employers may participate in this Plan and attach a
    Related Employer Participation Agreement for each Related
    Employer who will participate in this Plan.

Business Code  1380
              -------------------------

Name of Plan  METRETEK-SOUTHERN FLOW SAVINGS AND INVESTMENT PLAN
             -------------------------------------------------------------------

Name of Trust (if different from Plan name)
                                            ------------------------------------

Plan Sequence Number  003  (Enter 001 if this is the first qualified plan the
                    ------ Employer has ever maintained, enter 002 if it is the
                           second, etc.)

Trust Identification Number (if applicable) ______________________
Account Number (Optional)  555250
                         -----------


--------------------------------------------------------------------------------
                           SECTION 2. EFFECTIVE DATES
                             Complete Parts A and B
--------------------------------------------------------------------------------

PART A.  GENERAL EFFECTIVE DATES (Check and Complete Option 1 or 2):

         OPTION 1:  [ ]  This is the initial adoption of a profit sharing plan
                         by the Employer.
                         The Effective Date of this Plan is___________________.
                         NOTE:  The effective date is usually the first day of
                         the Plan Year in which this Adoption Agreement is
                         signed.
         OPTION 2:  [X]  This is an amendment and restatement of an existing
                         profit sharing plan (a Prior Plan). The Prior Plan
                         was initially effective on 05-01-1993. The Effective
                         Date of this amendment and restatement is 06-01-2000.
                                                                   ----------
                         NOTE: The effective date is usually the first day of
                         the Plan Year in which this Adoption Agreement is
                         signed.
                                  ----------

PART B.  SPECIFIC EFFECTIVE DATES:

         The provisions of the Plan will generally be effective as of the
         Effective Date specified in Section 2, Part A. However, the following
         provisions will be effective on the dates indicated below. (Specify
         effective date only if later than the general Effective Date described
         in Section 2, Part A):

<TABLE>

         Provision                                                                       Effective Date
         ---------                                                                       --------------
<S>      <C>                                                                             <C>
         1. Commencement of Elective Deferrals*                                          ____________
         2. Matching Contributions (Section 7)                                           ____________
         3. Qualified Nonelective Contributions (Section 8)                              ____________
         4. Qualified Matching Contributions (Section 9)                                 ____________
         5. In-Service Withdrawals (Section 15, Part A, Item 6)                          ____________
         6. Hardship Withdrawals of Elective Deferrals (Section 15, Part A, Item 5)      ____________
         7. Hardship Withdrawals (Section 15, Part A, Item 8)                            ____________
         8. Loans (Section 17, Item A)                                                   ____________
         9. Participant Direction of Investments (Section 18)                            ____________

         *NOTE: Elective Deferrals may commence no earlier than the date this Adoption Agreement is signed because
         Elective Deferrals cannot be made retroactively.
</TABLE>
--------------------------------------------------------------------------------
                        SECTION 3. RELEVANT TIME PERIODS
                           Complete Parts A through D
--------------------------------------------------------------------------------

PART A.  EMPLOYER'S FISCAL YEAR:

         The Employer's fiscal year ends (Specify month and date)
         12-31


PART B.  PLAN YEAR MEANS:

         OPTION 1:  [ ]  The 12-consecutive month period which coincides with
                         the Employer's fiscal year.

         OPTION 2:  [X]  The calendar year

         OPTION 3:  [ ]  Other (Specify)

         NOTE: If no option is selected, Option 1 will be deemed to be selected.
         If the initial Plan Year is less than 12 months (a short Plan Year)
         specify such Plan Year's beginning and ending dates


PART C.  LIMITATION YEAR MEANS:

         OPTION 1:  [ ]  The Plan Year.

         OPTION 2:  [X]  The calendar year

         OPTION 3:  [ ]  Other (Specify)

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


PART D.  MEASURING PERIOD FOR VESTING:

         Years of Vesting Service shall be measured over the following
         12-consecutive month period:

         OPTION 1:  [X]  The Plan Year.

         OPTION 2:  [ ]  The 12-consecutive month period commencing with the
                         Employee's Employment Commencement Date and each
                         successive 12-month period commencing on the
                         anniversaries of the Employee's Employment Commencement
                         Date.

         OPTION 3:  [ ]  Other (Specify)

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


--------------------------------------------------------------------------------
<PAGE>   2


                                                                          Page 3


PART B.  AGE REQUIREMENT:

         1.   ELECTIVE DEFERRALS.

              An Employee will be eligible to become a Contributing Participant
              (and thus be eligible to make Elective Deferrals) after attaining
              age   18   (no more than 21).
                  ------

         2.   MATCHING CONTRIBUTIONS.

              If Matching Contributions (or Qualified Matching Contributions, if
              applicable) will be made to the Plan, a Contributing Participant
              will be eligible to receive Matching Contributions (or Qualified
              Matching Contributions, if applicable) after attaining age 18 (no
              more than 21).

         3.   EMPLOYER PROFIT SHARING CONTRIBUTIONS.

              An Employee will be eligible to become a Participant in the Plan
              for purposes of receiving an allocation of any Employer Profit
              Sharing Contribution made pursuant to Section 11 of the Adoption
              Agreement after attaining age   18    (no more than 21).
                                            -------

         NOTE: If any of the above items in this Section 4, Part B is left
         blank, it will be deemed there is no age requirement for such item. If
         a single Entry Date is selected in Section 4, Part G for an item, no
         age requirement can exceed 20.5 for such item.


PART C.  EMPLOYEES EMPLOYED AS OF EFFECTIVE DATE:

         1.   ELECTIVE DEFERRALS.

              Will all Employees employed as of the date that Elective Deferrals
              may commence as specified in Section 2, Part B who have not
              otherwise met the Years of Eligibility Service and age
              requirements specified above for Elective Deferrals be considered
              to have met those requirements as of the Elective Deferral
              commencement date?

                       Yes             No

                       [ ]             [X]


         2.   MATCHING CONTRIBUTIONS.

              If Matching Contributions (or Qualified Matching Contributions, if
              applicable) will be made to the Plan, will all Employees employed
              as of the date that Elective Deferrals may commence as specified
              in Section 2, Part B who have not otherwise met the Years of
              Eligibility Service and age requirements specified above for
              Matching Contributions be considered to have met those
              requirements as of the Elective Deferral commencement date?

                       Yes             No

                       [ ]             [X]


         3.   EMPLOYER PROFIT SHARING CONTRIBUTIONS.

              Will all Employees employed as of the Effective Date of this Plan
              who have not otherwise met the Years of Eligibility Service and
              age requirements specified above for Employer Profit Sharing
              Contributions be considered to have met those requirements as of
              the Effective Date?

                       Yes             No

                       [ ]             [X]

         NOTE: If a box is not checked for any item in this Section 4, Part C,
         "No" will be deemed to be selected for that item.


<PAGE>   3


                                                                          Page 4


PART D.  EXCLUSION OF CERTAIN CLASSES OF EMPLOYEES

         1.  ELECTIVE DEFERRALS.

             All Employees will be eligible to become Contributing Participants
             (and thus eligible to make Elective Deferrals except):

         a.  [X]  Those Employees included in a unit of Employees covered by a
                  collective bargaining agreement between the Employer and
                  Employee representatives, if retirement benefits were the
                  subject of good faith bargaining and if two percent or less of
                  the Employees who are covered pursuant to that agreement are
                  professionals as defined in Section 1.410(b)-9 of the
                  regulations. For this purpose, the term "employee
                  representatives" does not include any organization more than
                  half of whose members are Employees who are owners, officers,
                  or executives of the Employer.

         b.  [X]  Those Employees who are non-resident aliens (within the
                  meaning of Section 7701(b) (1)(B) of the Code) and who
                  received no earned income (within the meaning of Section
                  911(d)(2) of the Code) from the Employer which constitutes
                  income from sources within the United States (within the
                  meaning of Section 861(a)(3) of the Code).

         c.  [ ]  Those Employees of a Related Employer that has not executed a
                  Related Employer Participation Agreement.

         d.       Other (Define)

             [X]  LEASED EMPLOYEES AND THOSE EMPLOYEES WHO FAIL TO COMPLETE
                  --------------------------------------------------------------
                  THE 1,000 HOURS ELIGIBILITY SERVICE REQUIREMENT
                  --------------------------------------------------------------

         2.  MATCHING CONTRIBUTIONS.

             All Contributing Participants will be eligible to receive Matching
             Contributions (or Qualified Matching Contributions) if applicable,
             except:

         a.  [X]  Those Employees included in a unit of Employees covered by a
                  collective bargaining agreement between the Employer and
                  Employee representatives, if retirement benefits were the
                  subject of good faith bargaining and if two percent or less of
                  the Employees who are covered pursuant to the agreement are
                  professionals as defined in Section 1.410(b)-9 of the
                  regulations. For this purpose, the term "employee
                  representatives" does not include any organization more than
                  half of whose members are Employees who are owners, officers,
                  or executives of the Employer.

         b.  [X]  Those Employees who are non-resident aliens (within the
                  meaning of Section 7701(b) (1)(B) of the Code) and who
                  received no earned income (within the meaning of Section
                  911(d)(2) of the Code) from the Employer which constitutes
                  income from sources within the United States (within the
                  meaning of Section 861(a)(3) of the Code).

         c.  [ ]  Those Employees of a Related Employer that has not executed a
                  Related Employer Participation Agreement. d. Other (Define)

         d.       Other (Define)

             [X]  LEASED EMPLOYEES AND THOSE EMPLOYEES WHO FAIL TO COMPLETE
                  --------------------------------------------------------------
                  THE 1,000 HOURS ELIGIBILITY SERVICE REQUIREMENT
                  --------------------------------------------------------------

         3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.

             All Employees will be eligible to become a Participant in the Plan
             for purposes of receiving an allocation of any Employer Profit
             Sharing Contribution made pursuant to Section 11 of the Adoption
             Agreement except:

         a.  [X]  Those Employees included in a unit of Employees covered by a
                  collective bargaining agreement between the Employer and
                  Employee representatives, if retirement benefits were the
                  subject of good faith bargaining and if two percent or less of
                  the Employees who are covered pursuant to the agreement are
                  professionals as defined in Section 1.410(b)-9 of the
                  regulations. For this purpose, the term "employee
                  representatives" does not include any organization more than
                  half of whose members are Employees who are owners, officers,
                  or executives of the Employer.

         b.  [X]  Those Employees who are non-resident aliens (within the
                  meaning of Section 7701(b) (1)(B) of the Code) and who
                  received no earned income (within the meaning of Section
                  911(d)(2) of the Code) from the Employer which constitutes
                  income from sources within the United States (within the
                  meaning of Section 861(a)(3) of the Code).

         c.  [ ]  Those Employees of a Related Employer that has not executed a
                  Related Employer Participation Agreement.

         d.       Other (Define)

             [X]  LEASED EMPLOYEES AND THOSE EMPLOYEES WHO FAIL TO COMPLETE
                  --------------------------------------------------------------
                  THE 1,000 HOURS ELIGIBILITY SERVICE REQUIREMENT
                  --------------------------------------------------------------


<PAGE>   4


                                                                          Page 5


PART E.  ELECTION NOT TO PARTICIPATE:

         May an Employee or a Participant elect not to participate in this Plan
         pursuant to Section 2.08 of the Plan?

         OPTION 1:   [X]  Yes.

         OPTION 2:   [ ]  No.

         NOTE: If no option is selected, Option 2 will be deemed to be selected.


PART F.  HOURS REQUIRED FOR ELIGIBILITY PURPOSES:

         1.  1000 Hours of Service (no more than 1,000) shall be required to
             ----
             constitute a Year of Eligibility Service.

         2.  500 Hours of Service (no more than 500 but less than the number
             ---
             specified in Section 4, Part F, Item 1, above) must be exceeded
             to avoid a Break in Eligibility Service.

         3.  For purposes of determining Years of Eligibility Service,
             Employees shall be given credit for Hours of Service with the
             following predecessor employer(s) (Complete if applicable)

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

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


PART G.  ENTRY DATES:

         1.  ELECTIVE DEFERRALS.

             The Entry Dates for purposes of making Elective Deferrals shall be
             (Choose one):

             OPTION 1:  [ ]  The first day of the Plan Year and the first day
                             of the seventh month of the Plan Year.

             OPTION 2:  [ ]  The first day of the Plan Year and the first day
                             of the fourth, seventh and tenth months of the
                             Plan Year.

             OPTION 3:  [ ]  The first day of the Plan Year.

             OPTION 4:  [X]  Other (Specify)

                             THE FIRST DAY OF THE PLAN YEAR AND THE FIRST DAY
                             ---------------------------------------------------
                             OF EACH MONTH OF THE PLAN YEAR.
                             ---------------------------------------------------

         2.  MATCHING CONTRIBUTIONS.

             If Matching Contributions (or Qualified Matching Contributions)
             will be made to the Plan, the Entry Dates for purposes of Matching
             Contributions (or Qualified Matching Contributions, if applicable)
             shall be (Choose one):

             OPTION 1:  [ ]  The first day of the Plan Year and the first day
                             of the seventh month of the Plan Year.

             OPTION 2:  [ ]  The first day of the Plan Year and the first day
                             of the fourth, seventh and tenth months of the
                             Plan Year.

             OPTION 3:  [ ]  The first day of the Plan Year.

             OPTION 4:  [X]  Other (Specify)

                             THE FIRST DAY OF THE PLAN YEAR AND THE FIRST DAY
                             ---------------------------------------------------
                             OF EACH MONTH OF THE PLAN YEAR.
                             ---------------------------------------------------

         3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.

             The Entry Dates for purposes of Employer Profit Sharing
             Contributions shall be (Choose one):

             OPTION 1:  [ ]  The first day of the Plan Year and the first day
                             of the seventh month of the Plan Year.

             OPTION 2:  [ ]  The first day of the Plan Year and the first day
                             of the fourth, seventh and tenth months of the
                             Plan Year.

             OPTION 3:  [ ]  The first day of the Plan Year.

             OPTION 4:  [X]  Other (Specify)

                             THE FIRST DAY OF THE PLAN YEAR AND THE FIRST DAY
                             ---------------------------------------------------
                             OF EACH MONTH OF THE PLAN YEAR.
                             ---------------------------------------------------

         NOTE: If no option is selected for an item, Option 1 will be deemed to
         be selected for that item. Option 3 or Option 4 can be selected for an
         item only if the eligibility requirements and Entry Dates are
         coordinated such that each Employee will become a Participant in the
         Plan no later than the earlier of: (1) the first day of the Plan Year
         beginning after the date the Employee satisfies the age and service
         requirements of Section 410(a) of the Code; or (2) 6 months after the
         date the Employee satisfies such requirements.

<PAGE>   5


                                                                          Page 6


--------------------------------------------------------------------------------
                    SECTION 5. METHOD OF DETERMINING SERVICE
                              COMPLETE PART A OR B
--------------------------------------------------------------------------------

PART A.  HOURS OF SERVICE EQUIVALENCIES:

         Service will be determined on the basis of the method selected below.
         Only one method may be selected. The method selected will be applied to
         all Employees covered under the Plan. (Choose one):

         OPTION 1:  [X]  On the basis of actual hours for which an Employee is
                         paid or entitled to payment.

         OPTION 2:  [ ]  On the basis of days worked.  An Employee will be
                         credited with 10 Hours of Service if under Section
                         1.24 of the Plan such Employee would be credited with
                         at least 1 Hour of Service during the day.

         OPTION 3:  [ ]  On the basis of weeks worked.  An Employee will be
                         credited with 45 Hours of Service if under Section
                         1.24 of the Plan such Employee would be credited with
                         a least 1 Hour of Service during the week.

         OPTION 4:  [ ]  On the basis of months worked. An Employee will be
                         credited with 190 Hours of Service if under Section
                         1.24 of the Plan such Employee would be credited with
                         at least 1 Hour of Service during the month.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.
         This Section 5, Part A will not apply if the Elapsed Time Method of
         Section 5, Part B is selected.


PART B.  ELAPSED TIME METHOD:

         In lieu of tracking Hours of Service of Employees, will the elapsed
         time method described in Section 2.07 of the Plan be used? (Choose one)

         OPTION 1:  [ ]  No.

         OPTION 2:  [ ]  Yes.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
                          SECTION 6. ELECTIVE DEFERRALS
--------------------------------------------------------------------------------

PART A.  AUTHORIZATION OF ELECTIVE DEFERRALS:

         Will Elective Deferrals be permitted under this Plan? (Choose one)

         OPTION 1:  [X]  Yes.

         OPTION 2:  [ ]  No.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.
         Complete the remainder of Section 6 only if Option 1 is selected.


PART B.  LIMITS ON ELECTIVE DEFERRALS:

         If Elective Deferrals are permitted under the Plan, a Contributing
         Participant may elect under a salary reduction agreement to have his or
         her Compensation reduced by an amount as described below (Choose one):

         OPTION 1:  [X]  An amount equal to a percentage of the Contributing
                         Participant's Compensation from 1% to 15% in increments
                                                         --    ---
                         of 1%.
                            --

         OPTION 2:  [ ]  An amount of the Contributing Participant's
                         Compensation not less than __________ and not more
                         than ______________.

         The amount of such reduction shall be contributed to the Plan by the
         Employer on behalf of the Contributing Participant. For any taxable
         year, a Contributing Participant's Elective Deferrals shall not exceed
         the limit contained in Section 402(g) of the Code in effect at the
         beginning of such taxable year.


PART C.  ELECTIVE DEFERRALS BASED ON BONUSES:

         Instead of or in addition to making Elective Deferrals through payroll
         deduction, may a Contributing Participant elect to contribute to the
         Plan, as an Elective Deferral, part or all of a bonus rather than
         receive such bonus in cash? (Choose one)

         OPTION 1:  [X]  Yes.

         OPTION 2:  [ ]  No.

         NOTE: If no option is selected, Option 2 will be deemed to be selected.


<PAGE>   6


                                                                          Page 8


PART D.  CEASING ELECTIVE DEFERRALS:

         A Contributing Participant may prospectively revoke a salary reduction
         agreement to cease Elective Deferrals (Choose one):

         OPTION 1:  [ ]  As of the first day of any payroll period.

         OPTION 2:  [ ]  As of the first day of any month.

         OPTION 3:  [ ]  As of the first day of any quarter.

         OPTION 4:  [ ]  As of any Entry Date.

         OPTION 5:  [X]  As of such times established by the Plan Administrator
                         in a uniform and nondiscriminatory manner.

         OPTION 6:  [ ]  Other (Specify. Must be at least once per year.)

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

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

         NOTE: If no option is selected, Option 3 will be deemed to be selected.


PART E.  RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE DEFERRALS:

         A Participant who ceases Elective Deferrals by revoking a salary
         reduction agreement may return as a Contributing Participant (Choose
         one):

         OPTION 1:  [ ]  No sooner than as of the first day of the Plan Year.

         OPTION 2:  [ ]  As of any subsequent Entry Date.

         OPTION 3:  [ ]  As of the first day of any subsequent quarter.

         OPTION 4:  [X]  As of such times established by the Plan Administrator
                         in a uniform and nondiscriminatory manner.

         OPTION 5:  [ ]  Other (Specify. Must be at least once per year.)

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

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

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


PART F.  CHANGING ELECTIVE DEFERRAL AMOUNTS:

         A contributing Participant may modify a salary reduction agreement to
         prospectively increase or decrease the amount of his or her Elective
         Deferrals (Choose one):

         OPTION 1:  [ ]  As of the first day of any payroll period.

         OPTION 2:  [ ]  As of the first day of any month.

         OPTION 3:  [ ]  As of the first day of any quarter.

         OPTION 4:  [ ]  As of any Entry Date.

         OPTION 5:  [ ]  As of such times established by the Plan Administrator
                         in a uniform and nondiscriminatory manner.

         OPTION 6:  [X]  Other (Specify)

                         JANUARY 1ST AND JULY 1ST
                         -------------------------------------------------------

         NOTE: If no option is selected, Option 3 will be deemed to be selected.


PART G.  CLAIMING EXCESS ELECTIVE DEFERRALS:

         Participants who claim Excess Elective Deferrals for the preceding
         calendar year must submit their claims in writing to the Plan
         Administrator by (Choose one):

         OPTION 1:  [X]  March 1.

         OPTION 2:  [ ]  Other (Specify a date not later than
                         April 15) ____________________

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


PART H.  ONE-TIME IRREVOCABLE ELECTIONS:

         May an Employee make a one-time irrevocable election, as described in
         Section 11.205 of the Plan, upon first becoming eligible to participate
         in the Plan to have the Employer make contributions to the Plan on such
         Employee's behalf? (Choose one):

         OPTION 1:  [ ]  Yes.

         OPTION 2:  [X]  No.

         NOTE: If no option is selected, Option 2 will be deemed to be selected.


--------------------------------------------------------------------------------
                       SECTION 7. MATCHING CONTRIBUTIONS
--------------------------------------------------------------------------------


<PAGE>   7

                                                                          Page 9


PART A.  AUTHORIZATION OF MATCHING CONTRIBUTIONS:

         Will the Employer make Matching Contributions to the Plan on behalf of
         Qualifying Contributing Participants? (Choose one)

         OPTION 1:  [X]  Yes, but only with respect to a Contributing
                         Participant's Elective Deferrals.

         OPTION 2:  [ ]  Yes, but only with respect to a Participant's
                         Nondeductible Employee Contributions.

         OPTION 3:  [ ]  Yes, with respect to both Elective Deferrals and
                         Nondeductible Employee Contributions.

         OPTION 4:  [ ]  No.

         NOTE: If no option is selected, Option 4 will be deemed to be selected.
         Complete the remainder of Section 7 only if Option 1, 2 or 3 is
         selected.


PART B.  MATCHING CONTRIBUTION FORMULA?

         If the Employer will make Matching Contributions, then the amount of
         such Matching Contributions made on behalf of a Qualifying Contributing
         Participant each Plan Year shall be (Choose one):

         OPTION 1:  [ ]  An amount equal to _________ % of such Contributing
                         Participant's Elective Deferral (and/or
                         Nondeductible Employee Contribution, if applicable).

         OPTION 2:  [ ]  An amount equal to the sum of _________ % of the
                         portion of such Contributing Participant's Elective
                         Deferral (and/or Nondeductible Employee Contribution,
                         if applicable) which does not exceed _________ % of
                         the Contributing Participant's Compensation plus
                         _________ % of the portion of such Contributing
                         Participant's Elective Deferral (and/or Nondeductible
                         Employee Contribution, if applicable) which exceeds
                         _________ % of the Contributing Participant's
                         Compensation.

         OPTION 3:  [X]  Such amount, if any, equal to that percentage of each
                         Contributing Participant's Elective Deferral (and/or
                         Nondeductible Employee Contribution, if applicable)
                         which the Employer, in its sole discretion,
                         determines from year to year.

         OPTION 4:  [ ]  Other Formula. (Specify)

         NOTE: If Option 4 is selected, the formula specified can only allow
         Matching Contributions to be made with respect to a Contributing
         Participant's Elective Deferrals (and/or Nondeductible Employee
         Contribution, if applicable).


PART C.  LIMIT ON MATCHING CONTRIBUTIONS:

         Notwithstanding the Matching Contribution formula specified above, no
         Matching Contribution will be made with respect to a Contributing
         Participant's Elective Deferrals (and/or Nondeductible Employee
         Contributions, if applicable) in excess of _________________ or
         ________ % of such Contributing Participant's Compensation.


PART D.  QUALIFYING CONTRIBUTING PARTICIPANTS:

         A Contributing Participant who satisfies the eligibility requirements
         described in Section 4 will be a Qualifying Contributing Participant
         and thus entitled to share in Matching Contributions for any Plan Year
         only if the Participant is a Contributing Participant and satisfies the
         following additional conditions (Check one or more Options):

         OPTION 1:  [X]  No Additional Conditions.

         OPTION 2:  [ ]  Hours of Service Requirement. The Contributing
                         Participant Completes at least ________ Hours of
                         Service during the Plan Year. However, this condition
                         wil be waived for the following reasons (Check at
                         least one):

                    [ ]  The Contributing Participant's Death.

                    [ ]  The Contributing Participant's Termination of
                         Employment after having incurred a Disability.

                    [ ]  The Contributing Participant's Termination of
                         Employment after having reached Normal Retirement Age.

                    [ ]  This condition will not be waived.

         OPTION 3:  [ ]  Last Day Requirement: The Participant is an Employee of
                         the Employer on the last day of the Plan Year.
                         However, this condition will be waived for the
                         following reasons (Check at least one):

                    [ ]  The Contributing Participant's Death.

                    [ ]  The Contributing Participant's Termination of
                         Employment after having incurred a Disability.

                    [ ]  The Contributing Participant's Termination of
                         Employment after having reached Normal Retirement Age.

                    [ ]  This condition will not be waived.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


--------------------------------------------------------------------------------
                 SECTION 8. QUALIFIED NONELECTIVE CONTRIBUTIONS
--------------------------------------------------------------------------------

PART A.  AUTHORIZATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS:

<PAGE>   8
                       SECTION 4. ELIGIBILITY REQUIREMENTS
                           Complete Parts A through G
--------------------------------------------------------------------------------


PART A.  YEARS OF ELIGIBILITY SERVICE REQUIREMENT:

         1.  ELECTIVE DEFERRALS.

             An Employee will be eligible to become a Contributing Participant
             in the Plan (and thus be eligible to make Elective Deferrals) after
             completing  0  (enter 0, 1 or any fraction less than 1) Years of
                        ----
             Eligibility Service.

         2.  MATCHING CONTRIBUTIONS.

             If Matching Contributions (or Qualified Matching Contributions, if
             applicable) will be made to the Plan, a Contributing Participant
             will be eligible to receive Matching Contributions (or Qualified
             Matching Contributions, if applicable) after completing  0  (enter
                                                                     ----
             0, 1, 2 or any fraction less than 2) Years of Eligibility Service.

         3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.

             An Employee will be eligible to become a Participant in the Plan
             for purposes of receiving an allocation of any Employer Profit
             Sharing Contribution made pursuant to Section 11 of the Adoption
             Agreement after completing  0  (enter 0, 1, 2 or any fraction less
                                        ----
             than 2) Years of Eligibility Service.

         NOTE: If more than 1 year is selected for Item 2 or Item 3, the
         immediate 100% vesting schedule of Section 13 will automatically apply
         for contributions described in such item. If any item is left blank,
         the Years of Eligibility Service required for such item will be deemed
         to be 0. If a fraction is selected, an Employee will not be required to
         complete any specified number of Hours of Service to receive credit for
         a fractional year. If a single Entry Date is selected in Section 4,
         Part G for an item, the Years of Eligibility Service required for such
         item cannot exceed 1.5 (.5 for Elective Deferrals).


<PAGE>   9



         Will the Employer make Qualified Nonelective Contributions to the Plan?
         (Choose one)

         OPTION 1:  [X]  Yes.

         OPTION 2:  [ ]  No.

         If the Employer elects to make Qualified Nonelective Contributions,
         then the amount, if any, of such contribution to the Plan for each Plan
         Year shall be an amount determined by the Employer.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.
         Complete the remainder of Section 8 only if Option 1 is selected.


PART B.  PARTICIPANTS ENTITLED TO QUALIFIED NONELECTIVE CONTRIBUTIONS:

         Allocation of Qualified Nonelective Contributions shall be made to the
         Individual Accounts of (Choose one):

         OPTION 1:  [X]  Only Participants who are not Highly Compensated
                         Employees.

         OPTION 2:  [ ]  All Participants.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


PART C.  ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS:

         Allocation of Qualified Nonelective Contributions to Participants
         entitled thereto shall be made (Choose one):

         OPTION 1:  [X]  In the ratio which each Participant's Compensation for
                         the Plan Year bears to the total Compensation of all
                         Participants for the Plan Year.

         OPTION 2:  [ ]  In the ratio which each Participant's Compensation not
                         in excess of __________ for the Plan Year bears to
                         the total Compensation of all Participants not in
                         excess of __________ for such Plan Year.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


--------------------------------------------------------------------------------
                   SECTION 9. QUALIFIED MATCHING CONTRIBUTIONS
--------------------------------------------------------------------------------

PART A.  AUTHORIZATION OF QUALIFIED MATCHING CONTRIBUTIONS:

         Will the Employer make Qualified Matching Contributions to the Plan on
         behalf of Qualifying Contributing Participants? (Choose one)

         OPTION 1:  [X]  Yes, but only with respect to a Contributing
                         Participant's Elective Deferrals.

         OPTION 2:  [ ]  Yes, but only with respect to a Participant's
                         Nondeductible Employee Contributions.

         OPTION 3:  [ ]  Yes, with respect to both Elective Deferrals and
                         Nondeductible Employee Contributions.

         OPTION 4:  [ ]  No.

         NOTE: If no option is selected, Option 3 will be deemed to be selected.
         Complete the remainder of Section 9 only if Option 1, 2 or 3 is
         selected.


PART B.  QUALIFIED MATCHING CONTRIBUTION FORMULA:

         If the Employer will make Qualified Matching Contributions, then the
         amount of such Qualified Matching Contributions made on behalf of a
         Qualifying Contributing Participant each Plan Year shall be (Choose
         one):

         OPTION 1:  [ ]  An amount equal to _________ % of such Contributing
                         Participant's Elective Deferral (and/or Nondeductible
                         Employee Contribution, if applicable).

         OPTION 2:  [ ]  An amount equal to the sum of _________ % of the
                         portion of such Contributing Participant's Elective
                         Deferral (and/or Nondeductible Employee Contribution,
                         if applicable) which does not exceed _________ % of
                         the Contributing Participant's Compensation plus
                         _________ % of the portion of such Contributing
                         Participant's Elective Deferral (and/or Nondeductible
                         Employee Contribution, if applicable) which exceeds
                         _________ % of the Contributing Participant's
                         Compensation.

         OPTION 3:  [X]  Such amount, if any, as determined by the Employer in
                         its sole discretion, equal to that percentage of the
                         Elective Deferrals (and/or Nondeductible Employee
                         Contribution, if applicable) of each Contributing
                         Participant entitled thereto which would be
                         sufficient to cause the Plan to satisfy the Actual
                         Contribution Percentage tests (described in Section
                         11.402 of the Plan) for the Plan Year.

         OPTION 4:  [ ]  Other Formula. (Specify)

         NOTE: If no option is selected, Option 3 will be deemed to be selected.

<PAGE>   10


                                                                         Page 10



PART C.  PARTICIPANTS ENTITLED TO QUALIFIED MATCHING CONTRIBUTIONS:

         Qualified Matching Contributions, if made to the Plan, will be made on
         behalf of? (Choose one)

         OPTION 1:  [X]  Only Contributing Participants who make Elective
                         Deferrals who are not Highly Compensated Employees.

         OPTION 2:  [ ]  All Contributing Participants who make Elective
                         Deferrals.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


PART D.  LIMIT ON QUALIFIED MATCHING CONTRIBUTIONS:

         Notwithstanding the Qualified Matching Contribution formula specified
         above, the Employer will not match a Contributing Participant's
         Elective Deferrals (and/or Nondeductible Employee Contribution, if
         applicable) in excess of __________________ or ______________ % of such
         Contributing Participant's Compensation.


--------------------------------------------------------------------------------
                     SECTION 10. ADP AND ACP TESTING OPTION
--------------------------------------------------------------------------------

PART A.  ACP TEST AND ELECTIVE DEFERRALS:

         Will Elective Deferrals under this Plan (and any other plan of the
         Employer, as provided by regulations) be taken into account, and
         included as Contribution Percentage Amounts for purposes of performing
         the Average Contribution Percentage (ACP) test? (Choose one):

         OPTION 1:  [X]  No.

         OPTION 2:  [ ]  Yes, in the following amounts (Choose one):

                         SUBOPTION (a):  [ ]  Only such Elective Deferrals that
                                              are needed to meet the Average
                                              Contribution Percentage test.

                         SUBOPTION (b):  [ ]  All Elective Deferrals.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


PART B.  ACP TEST AND QUALIFIED NONELECTIVE CONTRIBUTIONS:

         Will Qualified Nonelective Contributions under this Plan (and any other
         plan of the Employer, as provided by regulations) be taken into
         account, and included as Contribution Percentage Amounts for purposes
         of performing the Average Contribution Percentage (ACP) test? (Choose
         one):

         OPTION 1:  [X]  No.

         OPTION 2:  [ ]  Yes, in the following amounts (Choose one):

                         SUBOPTION (a):  [ ]  Only such Qualified Nonelective
                                              Contributions that are needed to
                                              meet the Average Contribution
                                              Percentage test.

                         SUBOPTION (b):  [ ]  All Qualified Nonelective
                                              Contributions.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


PART C.  ADP TEST AND QUALIFIED MATCHING CONTRIBUTIONS:

         Will Qualified Matching Contributions under this Plan (or any other
         plan of the Employer, as provided by regulations) be taken into account
         as Elective Deferrals for purposes of calculating Actual Deferral
         Percentages when performing the Actual Deferral Percentage (ADP) test?
         (Choose one)

         OPTION 1:  [X]  No.

         OPTION 2:  [ ]  Yes, in the following amounts (Choose one):

                         SUBOPTION (a):  [ ]  Only such Qualified Matching
                                              Contributions that are needed to
                                              meet the ADP test.

                         SUBOPTION (b):  [ ]  All such Qualified Nonelective
                                              Contributions.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


PART D.  CORRECTION OF AGGREGATE LIMIT:

         If the Aggregate Limit described in Section 11.102 of the Plan is
         exceeded, the following adjustments will be made in accordance with
         Section 11.402(B)(1) of the Plan (Choose one):

         OPTION 1:  [X]  The ACP of Highly Compensated Employees will be
                         reduced.

         OPTION 2:  [ ]  The ADP of Highly Compensated Employees will be
                         reduced.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


--------------------------------------------------------------------------------
                SECTION 11. EMPLOYER PROFIT SHARING CONTRIBUTIONS
--------------------------------------------------------------------------------

<PAGE>   11


                                                                         Page 11



--------------------------------------------------------------------------------
                            COMPLETE PARTS A, B AND C
--------------------------------------------------------------------------------

PART A.  CONTRIBUTION FORMULA (Choose one):

         OPTION 1:  [X]  Discretionary Formula. For each Plan Year the Employer
                         will contribute an amount to be determined from year
                         to year.

         OPTION 2:  [ ]  Fixed Formula. _________% of the Compensation of all
                         Qualifying Participants under the Plan for the Plan
                         Year.

         OPTION 3:  [ ]  Fixed Percent of Profit Formula. _________% of the
                         Employer's profits that are in excess of ____________.

         OPTION 4:  [ ]  Frozen Plan. This Plan is frozen effective
                         ____________ and the Employer will not make
                         additional contributions to the Plan after such date.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


PART B.  ALLOCATION FORMULA (Choose one):

         OPTION 1:  [X]  Pro Rata Formula. Employer Profit Sharing
                         Contributions shall be allocated to the Individual
                         Accounts of Qualifying Participants in the ratio that
                         each Qualifying Participant's Compensation for the
                         Plan Year bears to the total Compensation of all
                         Qualifying Participants for the Plan Year.

         OPTION 2:  [ ]  Flat Dollar Formula. Employer Profit Sharing
                         Contributions allocated to the Indiviual Accounts of
                         Qualifying Participants for each Plan Year shall be
                         the same dollar amount for each Qualifying
                         Participant.

         OPTION 3:  [ ]  Integrated Formula. Employer Profit Sharing
                         Contributions shall be allocated as follows (Start
                         with Step 3 if this Plan is not a Top-Heavy Plan):

                         Step 1.  Employer Profit Sharing Contributinos shall
                                  first be allocated pro rata to Qualifying
                                  Participants in the manner described in
                                  Section 11, Part B, Option 1. The percent so
                                  allocated shall not exceed 3% of each
                                  Qualifying Participant's Compensation.

                         Step 2.  Any Employer Profit Sharing Contributions
                                  remaining after the allocation in Step 1
                                  shall be allocated to each Qualifying
                                  Participant's Individual Account in the
                                  ratio that each Qualifying Participant's
                                  Compensation for the Plan Year in excess of
                                  the integration level bears to all
                                  Qualifying Participants' Compensation in
                                  excess of the integration level, but not in
                                  excess of 3%.

                         Step 3.  Any Employer Profit Sharing Contributions
                                  remaining after the allocation in Step 2
                                  shall be allocated to each Qualifying
                                  Participant's Individual Account in the
                                  ratio that the sum of each Qualifying
                                  Participant's total Compensation and
                                  Compensation in excess of the integration
                                  level bears to the sum of all Qualifying
                                  Participants' total Compensation and
                                  Compensation in excess of the integration
                                  level, but not in excess of the profit
                                  sharing maximum disparity rate as described
                                  in Section 3.01(B)(3) of the Plan.

                         Step 4.  Any Employer Profit Sharing Contributions
                                  remaining after the allocation in Step 3
                                  shall be allocated pro rata to Qualifying
                                  Participants in the manner described in
                                  Section 11, Part B, Option 1.

                         The integration level shall be (Choose one):

                         SUBOPTION (a):  [ ]  The Taxable Wage Base.

                         SUBOPTION (b):  [ ]  ______________ (a dollar amount
                                              less than the Taxable Wage Base).

                         SUBOPTION (c):  [ ]  ___________% (not more than 100%)
                                              of the Taxable Wage Base).

                         NOTE: If no option is selected, Suboption (a) will be
                         deemed to be selected.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.

<PAGE>   12


                                                                         Page 12



PART C.  QUALIFYING PARTICIPANTS:

         A Participant will be a Qualifying Participant and thus entitled to
         share in the Employer Profit Sharing Contribution for any Plan Year
         only if the Participant is a Participant on at least one day of such
         Plan Year and satisfies the following additional conditions (Check one
         or more Options):

         OPTION 1:  [ ]  No Additional Conditions.

         OPTION 2:  [X]  Hours of Service Requirement. The Participant
                         completes at least 1000 Hours of Service during
                                            ----
                         the Plan Year. However, this condition will be waived
                         for the following reasons (Check at least one):

                    [ ]  The Participant's Death.

                    [ ]  The Participant's Termination of Employment after
                         having incurred a Disability.

                    [ ]  The Participant's Termination of Employment after
                         having reached Normal Retirement Age.

                    [ ]  This condition will not be waived.

         OPTION 3:  [X]  Last Day Requirement. The Participant is an Employee of
                         the Employer on the last day of the Plan Year.
                         However, this condition will be waived for the
                         following reasons (Check at least one):

                    [ ]  The Participant's Death.

                    [ ]  The Participant's Termination of Employment after
                         having incurred a Disability.

                    [ ]  The Participant's Termination of Employment after
                         having reached Normal Retirement Age.

                    [ ]  This condition will not be waived.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


--------------------------------------------------------------------------------
                            SECTION 12. COMPENSATION
                           COMPLETE PARTS A THROUGH E
--------------------------------------------------------------------------------

PART A.  BASIC DEFINITION:

         1.  ELECTIVE DEFERRALS.

             For purposes of Elective Deferrals, Compensation will mean all
             of each Participant's (Choose one):

             OPTION 1:  [X]  W-2 wages.

             OPTION 2:  [ ]  Section 3401(a) wages.

             OPTION 3:  [ ]  415 safe-harbor compensation.

         2.  MATCHING CONTRIBUTIONS.

             For purposes of Matching Contributions, Compensation will mean all
             of each Participant's (Choose on e):

             OPTION 1:  [X]  W-2 wages.

             OPTION 2:  [ ]  Section 3401(a) wages.

             OPTION 3:  [ ]  415 safe-harbor compensation.

         3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.

             For purposes of Employer Profit Sharing Contributions, Compensation
             will mean all of each Participant's (Choose one):

             OPTION 1:  [X]  W-2 wages.

             OPTION 2:  [ ]  Section 3401(a) wages.

             OPTION 3:  [ ]  415 safe-harbor compensation.

         NOTE: If no option is selected for an item, Option 1 will be deemed to
         be selected for that item.


<PAGE>   13


                                                                         Page 13



PART B.  MEASURING PERIOD FOR COMPENSATION:

         1. ELECTIVE DEFERRALS.

            For purposes of Elective Deferrals, Compensation shall be
            determined over the following applicable period (Choose one):

            OPTION 1:  [X]  The Plan Year.

            OPTION 2:  [ ]  The calendar year ending with or within the Plan
                            Year.

         2.  MATCHING CONTRIBUTIONS.

             For purposes of Matching Contributions, Compensation shall be
             determined over the following applicable period (Choose one):

             OPTION 1:  [X]  The Plan Year.

             OPTION 2:  [ ]  The calendar year ending with or within the Plan
                             Year.

         3. EMPLOYER PROFIT SHARING CONTRIBUTIONS.

            For purposes of Employer Profit Sharing Contributions, Compensation
            shall be determined over the following applicable period (Choose
            one):

            OPTION 1:  [X]  The Plan Year.

            OPTION 2:  [ ]  The calendar year ending with or within the Plan
                            Year.

         NOTE: If no option is selected for an item, Option 1 will be deemed to
         be selected for that item.

PART C.  INCLUSION OF ELECTIVE DEFERRALS:

         1.  ELECTIVE DEFERRALS.

             For purposes of Elective Deferrals, does Compensation include
             Employer Contributions made pursuant to a salary reduction
             agreement which are not includible in the gross income of the
             Employee under any of the following Sections of the Code?
             (Answer "Included" or "Excluded" for each of the following
             items.)

             Section 125 (cafeteria plans)        [X] Included    [ ] Excluded

             Section 402(e)(3) (401(k) plans)     [X] Included    [ ] Excluded

             Section 402(h)(1)(B)(salary
               deferral SEP plans)                [X] Included    [ ] Excluded

             Section 403(b) (tax-sheltered
               plans)                             [X] Included    [ ] Excluded

             NOTE: If a box is not checked for an item, "Included" will be
             deemed to be selected for that item.

         2.  MATCHING CONTRIBUTIONS.

             For purposes of Matching Deferrals, does Compensation include
             Employer Contributions made pursuant to a salary reduction
             agreement which are not includible in the gross income of the
             Employee under any of the following Sections of the Code?
             (Answer "Included" or "Excluded" for each of the following
             items.)

             Section 125 (cafeteria plans)        [X] Included    [ ] Excluded

             Section 402(e)(3) (401(k) plans)     [X] Included    [ ] Excluded

             Section 402(h)(1)(B)(salary
               deferral SEP plans)                [X] Included    [ ] Excluded

             Section 403(b) (tax-sheltered
               plans)                             [X] Included    [ ] Excluded

             NOTE: If a box is not checked for an item, "Included" will be
             deemed to be selected for that item.

         3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.

             For purposes of Employer Profit Sharing Contributions, does
             Compensation include Employer Contributions made pursuant to a
             salary reduction agreement which are not includible in the
             gross income of the Employee under any of the following
             Sections of the Code? (Answer "Included" or "Excluded" for
             each of the following items.)

             Section 125 (cafeteria plans)        [X] Included    [ ] Excluded

             Section 402(e)(3) (401(k) plans)     [X] Included    [ ] Excluded

             Section 402(h)(1)(B)(salary
               deferral SEP plans)                [X] Included    [ ] Excluded

             Section 403(b) (tax-sheltered
               plans)                             [X] Included    [ ] Excluded

             NOTE: If a box is not checked for an item, "Included" will be
             deemed to be selected for that item.


<PAGE>   14


                                                                         Page 14



PART D.  PRE-ENTRY DATE COMPENSATION:

         1.  ADP AND ACP TESTING PURPOSES.

             For the Plan Year in which an Employee enters the Plan, the
             Employee's Compensation which shall be taken into account for
             purposes of Actual Deferral Percentage (ADP) and Actual
             Contribution Percentage (ACP) testing shall be (Choose one):

             OPTION 1:  [X]  The Employee's Compensation only from the time the
                             Employee became a Participant in the Plan.

             OPTION 2:  [ ]  The Employee's Compensation for the whole of such
                             Plan Year.

             NOTE: If no option is selected for an item, Option 1 will be deemed
             to be selected.

         2.  OTHER PURPOSES.

             For the Plan Year in which an Employee enters the Plan, the
             Employee's Compensation which shall be taken into account for
             purposes of the Plan (other than ADP or ACP testing) shall be
             (Choose one):

             OPTION 1:  [X]  The Employee's Compensation only from the time the
                             Employee became a Participant in the Plan.

             OPTION 2:  [ ]  The Employee's Compensation for the whole of such
                             Plan Year.

             NOTE: If no option is selected for an item, Option 1 will be deemed
             to be selected.

PART E.  EXCLUSIONS FROM COMPENSATION:

         1.  ELECTIVE DEFERRALS.

             For purposes of Elective Deferrals, Compensation shall not include
             the following (Check any that apply):

             [ ]  Bonuses     [ ]  Commissions
             [ ]  Overtime    [ ]  Other (Specify)
                                                  ------------------------------

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

             NOTE: No exclusions from Compensation are permitted if the
             integrated allocation formula in Section 11, Part B is selected.

         2.  MATCHING CONTRIBUTIONS.

             For purposes of Matching Contributions, Compensation shall not
             include the following (Check any that apply):

             [ ]  Bonuses     [ ]  Commissions
             [ ]  Overtime    [ ]  Other (Specify)
                                                  ------------------------------

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

             NOTE: No exclusions from Compensation are permitted if the
             integrated allocation formula in Section 11, Part B is selected.

   3.  EMPLOYER PROFIT SHARING CONTRIBUTIONS.

       For purposes of Employer Profit Sharing Contributions, Compensation shall
       not include the following (Check any that apply):

             [ ]  Bonuses     [ ]  Commissions
             [ ]  Overtime    [ ]  Other (Specify)
                                                  ------------------------------

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

             NOTE: No exclusions from Compensation are permitted if the
             integrated allocation formula in Section 11, Part B is selected.



--------------------------------------------------------------------------------
                       SECTION 13. VESTING AND FORFEITURES
                           COMPLETE PARTS A THROUGH H
--------------------------------------------------------------------------------


<PAGE>   15


                                                                         Page 15



PART A.  VESTING SCHEDULE FOR EMPLOYER PROFIT SHARING CONTRIBUTIONS. A
         Participant shall become Vested in his or her Individual Account
         derived from Profit Sharing Contributions made pursuant to Section 11
         of the Adoption Agreement as follows (Choose one):

<TABLE>
<CAPTION>

   YEARS OF                                             VESTED PERCENTAGE
VESTING SERVICE      Option 1 [ ]   Option 2 [ ]     Option 3 [ ]     Option 4 [ ]  Option 5 [X]       (Complete if Chosen)
----------------------------------------------------------------------------------------------------------------------------
<S>                    <C>            <C>              <C>               <C>        <C>                <C>
  1                    0%             0%               100%              0%                20%
                                                                                        ------

  2                    0%            20%               100%              0%                40%
                                                                                        ------

  3                    0%            40%               100%             20%                60%         (not less than  20%)
                                                                                        ------
----------------------------------------------------------------------------------------------------------------------------
  4                    0%            60%               100%             40%                80%         (not less than 40%)

  5                  100%            80%               100%             60%               100%         (not less than 60%)

  6                  100%           100%               100%             80%               100%         (not less than 80%)

  7                  100%           100%               100%            100%               100%         (not less than 100%)

</TABLE>

NOTE: If no option is selected, Option 3 will be deemed to be selected.

PART B.  VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS. A Participant shall
         become Vested in his or her Individual Account derived from
         Matching Contributions made pursuant to Section 7 of the Adoption
         Agreement as follows (Choose one):

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

<TABLE>
<CAPTION>

   YEARS OF                                             VESTED PERCENTAGE
VESTING SERVICE      Option 1 [ ]   Option 2 [ ]     Option 3 [ ]     Option 4 [ ]  Option 5 [X]       (Complete if Chosen)
----------------------------------------------------------------------------------------------------------------------------
<S>                    <C>            <C>              <C>               <C>        <C>                <C>
  1                    0%             0%               100%              0%                20%
                                                                                        ------

  2                    0%            20%               100%              0%                40%
                                                                                        ------

  3                    0%            40%               100%             20%                60%         (not less than  20%)
                                                                                        ------
----------------------------------------------------------------------------------------------------------------------------
  4                    0%            60%               100%             40%                80%         (not less than 40%)

  5                  100%            80%               100%             60%               100%         (not less than 60%)

  6                  100%           100%               100%             80%               100%         (not less than 80%)

  7                  100%           100%               100%            100%               100%         (not less than 100%)

</TABLE>

NOTE: If no option is selected, Option 3 will be deemed to be selected.

PART C.  HOURS REQUIRED FOR VESTING PURPOSES:

         1.  ________ Hours of Service (no more than 1,000) shall be required
             to constitute a Year of Vesting Service.

         2.  _________ Hours of Service (no more than 500 but less than the
             number specified in Section 13, Part C, Item 1, above) must be
             exceeded to avoid a Break in Vesting Service.

         3.  For purposes of determining Years of Vesting Service, Employees
             shall be given credit for Hours of Service with the following
             predecessor employer(s) (Complete if applicable)



PART D.  EXCLUSION OF CERTAIN YEARS OF VESTING SERVICE:

         All of an Employee's Years of Vesting Service with the Employer are
         counted to determine the vesting percentage in the Participant's
         Individual Account except (Check any that apply):

         [ ]  Years of Vesting Service before the Employee reaches age 18.

         [ ]  Years of Vesting Service before the Employer maintained this Plan
              or a predecessor plan.
<PAGE>   16


                                                                         Page 16



PART E.  FULLY VESTED UNDER CERTAIN CIRCUMSTANCES:

         Will a Participant be fully Vested under the following
         circumstances? (Answer "Yes" or "No" to each of the following items
         by checking the appropriate box)

         1. The Participant dies.                       [X] Yes   [ ] No

         2. The Participant incurs a Disability.        [X] Yes   [ ] No

         3. The Participant satisfies the
            conditions for Early Retirement Age
            (if applicable)                             [X} Yes   [ ] No

         NOTE: If a box is not checked for an item, "Yes" will be deemed to
         be selected for that item.


PART F.  ALLOCATION OF FORFEITURES OF EMPLOYER PROFIT SHARING CONTRIBUTIONS:

         Forfeitures of Employer Profit Sharing Contributions shall be
         (Choose one):

         OPTION 1:  [ ]  Allocated to the Individual Accounts of the
                         Participants specified below in the manner as
                         described in Section 11, Part B (for Employer Profit
                         Sharing Contributions).

                         The Participants entitled to receive allocations of
                         such Forfeitures shall be (Choose one):

                         SUBOPTION (a):  [ ]   Only Qualifying Participants.

                         SUBOPTION (b):  [ ]   All Participants.

         OPTION 2:  [ ]  Applied to reduce Employer Profit Sharing Contributions
                         (Choose one):

                         SUBOPTION (a):  [ ]   For the Plan Year for which the
                                               Forfeiture arises.

                         SUBOPTION (b):  [ ]   For any Plan Year subsequent to
                                               the Plan Year for which the
                                               Forfeiture arises.

         OPTION 3:  [X]  Applied first to the payment of the Plan's
                         administrative expenses and any excess applied to
                         reduce Employer Profit Sharing Contributions
                         (Choose one):

                         SUBOPTION (a):  [X]   For the Plan Year for which the
                                               Forfeiture arises.

                         SUBOPTION (b):  [ ]   For any Plan Year subsequent to
                                               the Plan Year for which the
                                               Forfeiture arises.

         NOTE: If no option is selected, Option 1 and Suboption (a) will be
         deemed to be selected.


PART G.  ALLOCATION OF FORFEITURES OF MATCHING CONTRIBUTIONS:

         Forfeitures of Matching Contributions shall be (Choose one):

         OPTION 1:  [ ]  Allocated, after all other Forfeitures under the Plan,
                         to each Participant's Individual Account in the ratio
                         which each Participant's Compensation for the Plan Year
                         bears to the total Compensation of all Participant's
                         for such Plan Year. The Participants entitled to
                         receive allocations of such Forfeitures shall be
                         (Choose one):

                         SUBOPTION (a):  [ ]  Only Qualifying Contributing
                                              Participants.

                         SUBOPTION (b):  [ ]  Only Qualifying Participants.

                         SUBOPTION (c):  [ ]  All Participants.

         OPTION 2:  [ ]  Applied to reduce Matching Contributions (Choose one):

                         SUBOPTION (a):  [ ]  For the Plan Year for which the
                                              Forfeiture arises.

                         SUBOPTION (b):  [ ]  For any Plan Year subsequent to
                                              the Plan Year for which the
                                              Forfeiture arises.

         OPTION 3:  [X]  Applied first to the payment of the Plan's
                         administrative expenses and any excess applied to
                         reduce Matching Contributions (Choose one):

                         SUBOPTION (a):  [X]  For the Plan Year for which the
                                              Forfeiture arises.

                         SUBOPTION (b):  [ ]  For any Plan Year subsequent to
                                              the Plan Year for which the
                                              Forfeiture arises.

         NOTE: If no option is selected, Option 1 and Suboption (a) will be
         deemed to be selected.


<PAGE>   17


                                                                         Page 17



PART H.  ALLOCATION OF FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS:

         Forfeitures of Excess Aggregate Contributions shall be (Choose one):

         OPTION 1:  [ ]  Allocated, after all other Forfeitures under the
                         Plan, to each Contributing Participant's Matching
                         Contribution account in the ratio which each
                         Contributing Participant's Compensation for the Plan
                         Year bears to the total Compensation of all
                         Contributing Participants for such Plan Year. Such
                         Forfeitures will not be allocated to the account of
                         any Highly Compensated Employee.

         OPTION 2:  [ ]  Applied to reduce Matching Contributions (Choose one):

                         SUBOPTION (a):  [ ]  For the Plan Year for which the
                                              Forfeiture arises.

                         SUBOPTION (b):  [ ]  For any Plan Year subsequent to
                                              the Plan Year for which the
                                              Forfeiture arises.

         OPTION 3:  [X]  Applied first to the payment of the Plan's
                         administrative expenses and any excess applied to
                         reduce Matching Contributions (Choose one):

                         SUBOPTION (a):  [X]  For the Plan Year for which the
                                              Forfeiture arises.

                         SUBOPTION (b):  [ ]  For any Plan Year subsequent to
                                              the Plan Year for which the
                                              Forfeiture arises.

         NOTE: If no option is selected, Option 2 and Suboption (a) will be
         deemed to be selected.

--------------------------------------------------------------------------------
           SECTION 14. NORMAL RETIREMENT AGE AND EARLY RETIREMENT AGE
--------------------------------------------------------------------------------

PART A.  THE NORMAL RETIREMENT AGE UNDER THE PLAN SHALL BE (Check and complete
         one option):

         OPTION 1:  [X]  Age 65.

         OPTION 2:  [ ]  Age _________ (not to exceed 65).

         OPTION 3:  [ ]  The later of age _________ (not to exceed  65) or the
                         ________ (not to exceed 5th) anniversary of the first
                         day of the first Plan Year in which the Participant
                         commenced participation in the Plan.

         NOTE: If no option is selected, Option 1 will be deemed to be selected.


PART B.  EARLY RETIREMENT AGE (CHOOSE ONE OPTION):

         OPTION 1:  [ ]  An Early Retirement Age is not applicable under the
                         Plan.

         OPTION 2:  [ ]  Age _________ (not less than 55 nor more than 65).

         OPTION 3:  [X]  A Participant satisfies the Plan's Early Retirement Age
                         conditions by attaining age 55 (not less than 55) and
                         completing  10  Years of Vesting Service.
                                    ----

         NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
                            SECTION 15. DISTRIBUTIONS
                             COMPLETE PARTS A AND B
--------------------------------------------------------------------------------

PART A.  DISTRIBUTABLE EVENTS.  ANSWER EACH OF THE FOLLOWING ITEMS.

         1.  Termination of Employment Before Normal Retirement Age. May a
             Participant who has not reached Normal Retirement Age request a
             distribution from the Plan of that portion of the Participant's
             Individual Account attributable to the following types of
             contributions upon Termination of Employment?

                    Elective Deferrals                      [X]  Yes   [ ] No

                    Matching Contributions (if made)        [X]  Yes   [ ] No

                    Employer Profit Sharing Contributions   [X]  Yes   [ ] No

         2.  Disability. May a Participant who has incurred a Disability request
             a distribution from the Plan of that portion of the Participant's
             Individual Account attributable to the following types of
             contributions?

                    Elective Deferrals                       [X]  Yes   [ ] No

                    Matching Contributions (if made)         [X]  Yes   [ ] No

                    Employer Profit Sharing Contributions    [X]  Yes   [ ] No

<PAGE>   18


                                                                         Page 18



         3.  Attainment of Normal Retirement Age. May a Participant
             who has attained Normal Retirement Age but has not
             incurred a Termination of Employment request a
             distribution from the Plan of that portion of the
             Participant's Individual Account attributable to the
             following types of contributions?

                    Elective Deferrals                       [ ]  Yes   [X] No

                    Matching Contributions (if made)         [ ]  Yes   [X] No

                    Employer Profit Sharing Contributions    [ ]  Yes   [X] No

         4.  Attainment of Age 59 1/2. Will Participants
             who have attained age 59 1/2 be permitted to
             withdraw Elective Deferrals while still
             employed by the Employer?                       [X]  Yes   [ ] No

         5.  Hardship Withdrawals of Elective Deferrals:
             Will Participants be permitted to withdraw
             Elective Deferrals on account of hardship
             pursuant to Section 11.503 of the Plan?         [X]  Yes   [ ] No

         6.  In-Service Withdrawals. Will Participants
             be permitted to request a distribution of
             that portion of the Participant's Individual
             Account attributable to the following types
             of contributions during service pursuant to
             Section 6.01(A)(3) of the Plan?

                    Matching Contributions (if made)         [X]  Yes   [ ] No

                    Employer Profit Sharing Contributions    [X]  Yes   [ ] No

         7.  One-Time In-Service Withdrawal Option. Will
             the one-time in-service withdrawal provisions
             described in Section 6.01(A)(5) of the Plan
             apply to the following types of contributions?

                    Matching Contributions (if made)         [ ]  Yes   [X] No

                    Employer Profit Sharing Contributions    [ ]  Yes   [X] No


             If the answer is "Yes," specify percentage that a Participant
             may withdraw: ________%

         8.  Hardship Withdrawals. Will Participants be permitted
             to make hardship withdrawals of that portion of the
             Participant's Individual Account attributable to the
             following types of contributions pursuant to Section
             6.01(A)(4) of the Plan?

                    Matching Contributions (if made)         [X]  Yes   [ ] No

                    Employer Profit Sharing Contributions    [X]  Yes   [ ] No

         9.  Withdrawals of Rollover or Transfer
             Contribution. Will Employees be permitted to
             withdraw their Rollover or Transfer
             Contributions at any time?                      [X]  Yes   [ ] No

         NOTE: If a box is not checked for an item, "Yes" will be deemed to be
         selected for that item. Section 411(d)(6) of the Code prohibits the
         elimination of protected benefits. In general, protected benefits
         include the forms and timing of payout options. If the Plan is being
         adopted to amend and replace a Prior Plan that permitted a distribution
         option described above, you must answer "Yes" to that item.

PART B.  TIMING OF DISTRIBUTIONS:

         1.  Termination of Employment. Where a Participant who is entitled
             to a distribution under the Plan has a Termination of
             Employment (for reasons other than death, Disability or
             attainment of Normal Retirement Age), distributions shall
             commence (Check one):

             OPTION (a):  [X]   As soon as administratively feasible following
                                the date the Participant requests a
                                distribution.

             OPTION (b):  [ ]   As soon as administratively feasible following
                                the close of the Plan Year within which the
                                Participant requests a distribution.

             OPTION (c):  [ ]   As soon as administratively feasible following
                                the close of the Plan Year within which the
                                Participant requests a distribution or the
                                Participant incurs ________ (not more than 5)
                                consecutive one-year Breaks in Vesting Service,
                                whichever is later.

         NOTE: If no option is selected, Option (a) will be deemed to be
         selected.

<PAGE>   19
                                                                         Page 20

   2.  Death, Disability or Attainment of Normal Retirement Age. Where a
       Participant dies, incurs a Disability or attains Normal Retirement Age,
       and a distributable event has occurred, distributions shall commence
       (Check one):
       OPTION (a): [X] As soon as administratively feasible
                       following the date the Participant (or Beneficiary of a
                       deceased Participant) requests a distribution.

       OPTION (b): [ ] As soon as administratively feasible
                       following the close of the Plan Year within which the
                       Participant (or Beneficiary of a deceased
                       Participant) requests a distribution.

       OPTION (c): [ ] As soon as administratively feasible
                       following the close of the Plan Year within which the
                       Participant (or Beneficiary of a deceased
                       Participant) requests a distribution or the
                       Participant incurs _____ (not more than 5)
                       consecutive one-year Breaks in Vesting Service,
                       whichever is later.

   NOTE: If no option is selected, Option (a) will be deemed to be selected.

--------------------------------------------------------------------------------
                     SECTION 16. JOINT AND SURVIVOR ANNUITY
--------------------------------------------------------------------------------

PART A.  RETIREMENT EQUITY ACT SAFE HARBOR:

   Will the safe harbor provisions of Section 6.05(F) of the Plan apply? (Choose
   only one Option)

   OPTION 1:  [X] Yes.
   OPTION 2:  [ ] No.
   NOTE: You must select "No" if you are adopting this Plan as an amendment and
   restatement of a Prior Plan that was subject to the joint and survivor
   annuity requirements.

PART B. SURVIVOR ANNUITY PERCENTAGE: (Complete only if your answer in Section
   16, Part A is "No.")
   The survivor annuity portion of the Joint and Survivor Annuity shall be a
   percentage equal to _______% (at least 50% but no more than 100%) of the
   amount paid to the Participant prior to his or her death.

--------------------------------------------------------------------------------
                            SECTION 17. OTHER OPTIONS
            Answer"Yes" or "No" to each of the following questions by
                          checking the appropriate box.
  If a box is not checked for a question, the answer will be deemed to be "No."
--------------------------------------------------------------------------------

<TABLE>

        <S>                                                                                    <C>
A.      Loans: Will loans to Participants pursuant to Section 6.08 of the Plan
        be permitted?                                                                          [X] Yes   [ ] No

B.      Insurance: Will the Plan allow for the investment in insurance policies
        pursuant to Section 5.13 of the Plan?                                                  [ ] Yes   [X] No

C.      Employer Securities: Will the Plan allow for the investment in
        qualifying Employer securities or qualifying Employer real property?                   [X] Yes   [ ] No

D.      Rollover Contributions: Will Employees be permitted to make rollover
        contributions to the Plan pursuant to Section 3.03 of the Plan?                        [X] Yes   [ ] No
                                                                                               [ ] Yes, but only after becoming a
                                                                                                   Participant.

E.      Transfer Contributions: Will Employees be permitted to make transfer
        contributions to the Plan pursuant to Section 3.04 of the Plan?                        [X] Yes   [ ] No
                                                                                               [ ] Yes, but only after becoming a
                                                                                                   Participant.

F.      Nondeductible Employee Contributions: Will Employees be permitted to
        make Nondeductible Employee Contributions pursuant to Section 11.305 of
        the Plan?                                                                              [ ] Yes   [X] No
        Check here if such contributions will be mandatory.[ ]
</TABLE>


--------------------------------------------------------------------------------
                SECTION 18. PARTICIPANT DIRECTION OF INVESTMENTS
--------------------------------------------------------------------------------

<PAGE>   20
                                                                         Page 21

PART A.  AUTHORIZATION:

   Will Participants be permitted to direct the investment of their Plan assets
   pursuant to Section 5.14 of the Plan?
   (Choose one)
   OPTION 1:   [X] Yes.
   OPTION 2:   [ ] No.
   NOTE: If no option is selected, Option 2 will be deemed to be selected.
   Complete the remainder of Section 18 only if Option 1 is selected.

PART B.  INVESTMENT OPTIONS:

   Participants can direct the investment of their Plan assets among the
   following investments (Choose one):

   OPTION 1:   [X] Only those investment options designated by the Plan
                   Administrator or other fiduciary.
   OPTION 2:   [ ] Any allowable investment.
   NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART C.  ACCOUNTS SUBJECT TO PARTICIPANT DIRECTION:
   Participants can direct the following portions of their Individual Accounts
   (Choose one):
   OPTION 1:   [ ] Those accounts that the Plan Administrator may designate
                   from time to time in a uniform and nondiscriminatory manner.
   OPTION 2:   [X] Entire Individual Account.
   OPTION 3:   [ ] The following accounts (Check all that apply):

                   [ ]      Elective Deferral Account.
                   [ ]      Matching Contribution Account.
                   [ ]      Employer Profit Sharing Account.
                   [ ]      Rollover Contribution Account.
                   [ ]      Transfer Contribution Account.
                   [ ]      Other (Specify)

   NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART D.  FREQUENCY OF INVESTMENT CHANGES:

   Participants may make changes to the investments within their Individual
   Accounts with the following frequency (Choose one):

   OPTION 1:   [X] In accordance with uniform and nondiscriminatory rules
                   established by the Plan Administrator or other fiduciary.
   OPTION 2:   [ ] Daily.
   OPTION 3:   [ ] Monthly.
   OPTION 4:   [ ] Quarterly.
   OPTION 5:   [ ] Other (Specify)

   NOTE: If no option is selected, Option 1 will be deemed to be selected. Also
   note that the Plan's Valuation Dates must be at least as often as the
   frequency chosen here.

--------------------------------------------------------------------------------
                      SECTION 19. MISCELLANEOUS DEFINITIONS
                             Complete Parts A and B
--------------------------------------------------------------------------------

<PAGE>   21
                                                                         Page 22

PART A.  VALUATION DATE:

   The Plan Valuation Date shall be (Choose one):
   OPTION 1:   [X] The last day of the Plan Year and each other
                   date designated by the Plan Administrator which is
                   selected in a uniform and nondiscriminatory manner.
   OPTION 2:   [ ] Daily.
   OPTION 3:   [ ] The last day of each Plan quarter.
   OPTION 4:   [ ] The last day of each month.
   OPTION 5:   [ ] Other (Specify)

   NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART B.  DISABILITY:

   For purposes of this Plan, Disability shall mean (Choose one):

   OPTION 1:   [X} The inability to engage in any substantial,
                   gainful activity by reason of any medically determinable
                   physical or mental impairment that can be expected to
                   result in death or which has lasted or can be expected to
                   last for a continuous period of not less than 12 months.

   OPTION 2:   [ ] The inability to engage in any substantial,
                   gainful activity in the Employee's trade or profession for
                   which the Employee is best qualified through training or
                   experience.

   OPTION 3:   [ ] Other (Specify)

   NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
                      SECTION 20. LIMITATION ON ALLOCATIONS
                               More Than One Plan
--------------------------------------------------------------------------------

   If you maintain or ever maintained another qualified plan in which any
   Participant in this Plan is (or was) a Participant or could become a
   Participant, you must complete this section. You must also complete this
   section if you maintain a welfare benefit fund, as defined in Section 419(e)
   of the Code, or an individual medical account, as defined in Section
   415(1)(2) of the Code, under which amounts are treated as annual additions
   with respect to any Participant in this Plan.

PART A.  INDIVIDUALLY DESIGNED DEFINED CONTRIBUTION PLAN:

   If the Participant is covered under another qualified defined contribution
   plan maintained by the Employer, other than a master or prototype plan:

   1. [ ] The provisions of Section 3.05(B)(1) through 3.05(B)(6) of the Plan
          will apply as if the other plan were a master prototype plan.

   2. [ ] Other method. (Provide the method under which the plans will limit
          total annual additions to the maximum permissible amount, and will
          properly reduce any excess amounts, in a manner that precludes
          Employer discretion.)

PART B.  DEFINED BENEFIT PLAN:

   If the Participant is or has ever been a participant in a defined benefit
   plan maintained by the Employer, the Employer will provide below the language
   which will satisfy the 1.0 limitation of Section 415(e) of the Code.

   1. [ ] If the projected annual addition to this Plan to the account of a
          Participant for any limitation year would cause the 1.0 limitation of
          Section 415(e) of the Code to be exceeded, the annual benefit of the
          defined benefit plan for such limitation year shall be reduced so that
          the 1.0 limitation shall be satisfied.

      [ ] If it is not possible to reduce the annual benefit of the defined
          benefit plan and the projected annual addition to this Plan to the
          account of a Participant for a limitation year would cause the 1.0
          limitation to be exceeded, the Employer shall reduce the Employer
          Contribution which is to be allocated to this Plan on behalf of such
          Participant so that the 1.0 limitation will be satisfied. (The
          provisions of Section 415(e) of the Code are incorporated herein by
          reference under the authority of Section 1106(h) of the Tax Reform
          Act of 1986.)

          Other method. (Provide language describing another method. Such
          language must preclude Employer discretion.)

--------------------------------------------------------------------------------
                          SECTION 21. TOP-HEAVY MINIMUM
                             Complete A, B, C and D
--------------------------------------------------------------------------------

PART A.  MINIMUM ALLOCATION OR BENEFIT:

<PAGE>   22
                                                                         Page 23

   For any Plan Year with respect to which this Plan is a Top-Heavy Plan, any
   minimum allocation required pursuant to Section 3.01(E) of the Plan shall be
   made (Choose one):
   OPTION 1:   [X] To this Plan.
   OPTION 2:   [ ] To the following other plan maintained by the Employer
                   (Specify name and plan number of plan)
          INVESTORS BANK AND TRUST
          ----------------------------------------------------------------------
   OPTION 3:   [ ] In accordance with the method described on an attachment to
                   this Adoption Agreement. (Attach language describing the
                   method that will be used to satisfy Section 416 of the Code.
                   Such method must preclude Employer discretion.)

   NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART B.  PARTICIPANTS ENTITLED TO RECEIVE MINIMUM ALLOCATION:
   Any minimum allocation required pursuant to Section 3.01(E) of the Plan shall
   be allocated to the Individual Accounts of (Choose one):

   OPTION 1:   [X] Only Participants who are not Key Employees.
   OPTION 2:   [ ] All Participants.

   NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART C.  TOP-HEAVY RATIO:

   For purposes of establishing the present value of benefits under a defined
   benefit plan to compute the top-heavy ratio as described in Section 10.08(C)
   of the Plan, any benefit shall be discounted only for mortality and interest
   based on the following (Choose one):

   OPTION 1: [ ] Not applicable because the Employer has not maintained a
                 defined benefit plan.
   OPTION 2: [ ] The interest rate and mortality table specified for this
                 purpose in the defined benefit plan.
   OPTION 3: [ ] Interest rate of _______ % and the following mortality table
                 (Specify)

   NOTE: If no option is selected, Option 2 will be deemed to be selected.

PART D.  TOP-HEAVY VESTING SCHEDULE:

   Pursuant to Section 6.01(C) of the Plan, the vesting schedule that will apply
   when this Plan is a Top-Heavy Plan (unless the Plan's regular vesting
   schedule provides for more rapid vesting) shall be (Choose one):

   OPTION 1:   [X] 6 Year Graded.
   OPTION 2:   [ ] 3 Year Cliff.

   NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
                          SECTION 22. PROTOTYPE SPONSOR
--------------------------------------------------------------------------------

Name of Prototype Sponsor

Address

Telephone Number

PERMISSIBLE INVESTMENTS

The assets of the Plan shall be invested only in those investments described
below (To be completed by the Prototype Sponsor):
          JOHN HANCOCK FUNDS, INC.
          ----------------------------------------------------------------------
          101 HUNTINGTON AVENUE, BOSTON, MA  02199
          ----------------------------------------------------------------------
          800-544-3577
          ----------------------------------------------------------------------

THE PERMISSIBLE INVESTMENTS SHALL BE DETERMINED BY THE EMPLOYER. THE EMPLOYER
RESERVES THE RIGHT TO CHANGE INVESTMENT OPTIONS AT ANY GIVEN TIME.


--------------------------------------------------------------------------------
                        SECTION 23. TRUSTEE OR CUSTODIAN
--------------------------------------------------------------------------------

OPTION A:     [X] Financial Organization as Trustee or Custodian

CHECK ONE:    [ ] Custodian,           [X] Trustee without full trust powers, or

              [ ] Trustee with full trust powers

Financial Organization: Investors Bank and Trust

<PAGE>   23

Signature     /s/ Mark A. Ferraro

Type Name     Mark A. Ferraro as agent for Investors Bank and Trust

COLLECTIVE OR COMMINGLED FUNDS

List any collective or commingled funds maintained by the financial organization
Trustee in which assets of the Plan may be invested (Complete if applicable).

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

OPTION B:     [ ] Individual Trustee(s)

Signature                                 Signature
         --------------------------------          -----------------------------
Type Name                                 Type Name
         --------------------------------          -----------------------------
Signature                                 Signature
         --------------------------------          -----------------------------
Type Name                                 Type Name
         --------------------------------          -----------------------------
               [ ]

--------------------------------------------------------------------------------
                              SECTION 24. RELIANCE
--------------------------------------------------------------------------------

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

This Adoption Agreement may be used only in conjunction with Basic Plan Document
No. 04.

--------------------------------------------------------------------------------
                         SECTION 25. EMPLOYER SIGNATURE
                      Important: Please read before signing
--------------------------------------------------------------------------------

I am an authorized representative of the Employer named above and I state the
following:

1.   I acknowledge that I have relied upon my own advisors regarding the
     completion of this Adoption Agreement and the legal tax implications of
     adopting a Plan.

2.   I understand that my failure to properly complete this Adoption Agreement
     may result in disqualification of the Plan.

3.   I understand that the Prototype Sponsor will inform me of any amendments
     made to the Plan and will notify me should it discontinue or abandon the
     Plan.

4.   I have received a copy of this Adoption Agreement and the corresponding
     Basic Plan Document.

Signature for Employer   /s/ Gary Zuiderveen              Date Signed 5/23/00

Type Name                                                 Title


Gary Zuiderveen                                           Secretary
---------------------------------------                   ---------------------

<PAGE>   24


RELATED EMPLOYER PARTICIPATION AGREEMENT
---------------------------------------------------------------------------

--------------------------------------------------------------------------------
                          RELATED EMPLOYER INFORMATION
--------------------------------------------------------------------------------

Name of Employer    METRETEK, INCORPORATED
                 ---------------------------------------------------------------
Address   1675 BROADWAY, SUITE 2150
        ------------------------------------------------------------------------
City DENVER                        State     CO             Zip  80202
    ------------------------------       ------------------     ---------------
Telephone 303-592-5555   Related Employer's Federal Tax     59-1716210
                         Identification Number
          --------------                                 -----------------------

The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.

<TABLE>
---------------------------------------------------------------------------------------
<CAPTION>
                                      SIGNATURES
---------------------------------------------------------------------------------------
<S>                                                    <C>
Signature for Related Employer  /s/ Gary Zuiderveen    Date Signed    5/23/00
                                ---------------------               -------------------
Type Name Gary Zuiderveen                              Title Secretary
          -------------------------------------------         -------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer  /s/ Gary Zuiderveen            Date Signed    5/23/00
                        -----------------------------               -------------------
Type Name Gary Zuiderveen                              Title Secretary
          -------------------------------------------         -------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Mark Ferraro                 Date Signed    5/19/00
                      -------------------------------               -------------------
Type Name Mark Ferraro                                 Title Agent for Investors B&T
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------
</TABLE>
<PAGE>   25


RELATED EMPLOYER PARTICIPATION AGREEMENT
---------------------------------------------------------------------------

--------------------------------------------------------------------------------
                          RELATED EMPLOYER INFORMATION
--------------------------------------------------------------------------------

Name of Employer    SOUTHERN FLOW COMPANIES, INC.
                 ---------------------------------------------------------------
Address   1675 BROADWAY, SUITE 2150
        ------------------------------------------------------------------------
City DENVER                        State     CO             Zip  80202
    ------------------------------       ------------------     ---------------
Telephone 303-592-5555   Related Employer's Federal Tax     84-1106948
                         Identification Number
          --------------                                 -----------------------

The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.

<TABLE>
---------------------------------------------------------------------------------------
<CAPTION>
                                      SIGNATURES
---------------------------------------------------------------------------------------
<S>                                                    <C>
Signature for Related Employer  /s/ Gary Zuiderveen    Date Signed    5/23/00
                                ---------------------               -------------------
Type Name Gary Zuiderveen                              Title Secretary
          -------------------------------------------         -------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer  /s/ Gary Zuiderveen            Date Signed    5/23/00
                        -----------------------------               -------------------
Type Name Gary Zuiderveen                              Title Secretary
          -------------------------------------------         -------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Mark Ferraro                 Date Signed    5/19/00
                      -------------------------------               -------------------
Type Name Mark Ferraro                                 Title Agent for Investors B&T
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------
</TABLE>
<PAGE>   26


RELATED EMPLOYER PARTICIPATION AGREEMENT
---------------------------------------------------------------------------

--------------------------------------------------------------------------------
                          RELATED EMPLOYER INFORMATION
--------------------------------------------------------------------------------

Name of Employer    MARCUM GAS TRANSMISSION, INC.
                 ---------------------------------------------------------------
Address   1675 BROADWAY, SUITE 2150
        ------------------------------------------------------------------------
City DENVER                        State     CO             Zip  80202
    ------------------------------       ------------------     ---------------
Telephone 303-592-5555   Related Employer's Federal Tax     84-1167344
                         Identification Number
          --------------                                 -----------------------

The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.

<TABLE>
---------------------------------------------------------------------------------------
<CAPTION>
                                      SIGNATURES
---------------------------------------------------------------------------------------
<S>                                                    <C>
Signature for Related Employer  /s/ Gary Zuiderveen    Date Signed    5/23/00
                                ---------------------               -------------------
Type Name Gary Zuiderveen                              Title Secretary
          -------------------------------------------         -------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer  /s/ Gary Zuiderveen            Date Signed    5/23/00
                        -----------------------------               -------------------
Type Name Gary Zuiderveen                              Title Secretary
          -------------------------------------------         -------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Mark Ferraro                 Date Signed    5/19/00
                      -------------------------------               -------------------
Type Name Mark Ferraro                                 Title Agent for Investors B&T
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------
</TABLE>
<PAGE>   27

RELATED EMPLOYER PARTICIPATION AGREEMENT
---------------------------------------------------------------------------

--------------------------------------------------------------------------------
                          RELATED EMPLOYER INFORMATION
--------------------------------------------------------------------------------

Name of Employer    MARCUM NATURAL GAS SERVICES, INC.
                 ---------------------------------------------------------------
Address   1675 BROADWAY, SUITE 2150
        ------------------------------------------------------------------------
City DENVER                        State     CO             Zip  80202
    ------------------------------       ------------------     ---------------
Telephone 303-592-5555   Related Employer's Federal Tax     84-1169358
                         Identification Number
          --------------                                 -----------------------

The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.

<TABLE>
---------------------------------------------------------------------------------------
<CAPTION>
                                      SIGNATURES
---------------------------------------------------------------------------------------
<S>                                                    <C>
Signature for Related Employer  /s/ Gary Zuiderveen    Date Signed    5/23/00
                                ---------------------               -------------------
Type Name Gary Zuiderveen                              Title Secretary
          -------------------------------------------         -------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer  /s/ Gary Zuiderveen            Date Signed    5/23/00
                        -----------------------------               -------------------
Type Name Gary Zuiderveen                              Title Secretary
          -------------------------------------------         -------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Mark Ferraro                 Date Signed    5/19/00
                      -------------------------------               -------------------
Type Name Mark Ferraro                                 Title Agent for Investors B&T
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------
</TABLE>
<PAGE>   28

RELATED EMPLOYER PARTICIPATION AGREEMENT
---------------------------------------------------------------------------

--------------------------------------------------------------------------------
                          RELATED EMPLOYER INFORMATION
--------------------------------------------------------------------------------

Name of Employer    MARCUM DENVER, INC.
                 ---------------------------------------------------------------
Address   1675 BROADWAY, SUITE 2150
        ------------------------------------------------------------------------
City DENVER                        State     CO             Zip  80202
    ------------------------------       ------------------     ---------------
Telephone 303-592-5555   Related Employer's Federal Tax     84-1232405
                         Identification Number
          --------------                                 -----------------------

The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.

<TABLE>
---------------------------------------------------------------------------------------
<CAPTION>
                                      SIGNATURES
---------------------------------------------------------------------------------------
<S>                                                    <C>
Signature for Related Employer  /s/ Gary Zuiderveen    Date Signed    5/23/00
                                ---------------------               -------------------
Type Name Gary Zuiderveen                              Title Secretary
          -------------------------------------------         -------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer  /s/ Gary Zuiderveen            Date Signed    5/23/00
                        -----------------------------               -------------------
Type Name Gary Zuiderveen                              Title Secretary
          -------------------------------------------         -------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Mark Ferraro                 Date Signed    5/19/00
                      -------------------------------               -------------------
Type Name Mark Ferraro                                 Title Agent for Investors B&T
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------

Signature for Trustee                                  Date Signed
                      -------------------------------               -------------------
Type Name                                              Title
          -------------------------------------------         -------------------------
</TABLE>
<PAGE>   29

                        RETIREMENT PLAN REGISTRATION FORM

John Hancock Signature Services Inc. (John Hancock), is required to maintain
records of all clients who establish qualified retirement plans using the
prototype document sponsored by John Hancock Funds Inc. Therefore, it is
critical that each client complete this Retirement Plan Registration Form and
forward it along with the completed Adoption Agreement to John Hancock. Upon
receipt of all registration materials, we will forward a copy of the favorable
Opinion Letter issued by the Internal Revenue Service for the prototype document
adopted. In the event of future changes to our prototype documents, John Hancock
will notify each client through records established from this Retirement Plan
Registration Form.

In addition, the Retirement Plan Registration Form must be completed for all new
plans amending and restating to any John Hancock Funds Inc., prototype document.

Please print or type the following information:

I.   Plan Name:METRETEK-SOUTHERN FLOW SAVINGS AND INVESTMENT PLAN
               -----------------------------------------------------------------
     Employer: METRETEK TECHNOLOGIES, INC.
               -----------------------------------------------------------------
     Address:  1675 BROADWAY, SUITE 2150, DENVER, CO 80202
               -----------------------------------------------------------------
     Phone #:  303-592-5555
               -----------------------------------------------------------------

II.  Prototype mailings, amendments, etc., should be sent to:

     Name:     GARY ZUIDERVEEN
               -----------------------------------------------------------------
     Address:  1675 BROADWAY, SUITE 2150, DENVER, CO  80202
               -----------------------------------------------------------------
     Phone #:  303-592-5555
               -----------------------------------------------------------------
     Relationship:   [ ] Trustee   [ ]  Broker    [X]  Other: PLAN ADMINISTRATOR
                                                             -------------------

     Name:     RICHARD MAGUIRE
               -----------------------------------------------------------------
     Address:  P.O. BOX 51475, LAFAYETTE LA  70505
               -----------------------------------------------------------------
     Phone #:  318-233-2066
               -----------------------------------------------------------------
     Relationship:   [ ] Trustee   [ ]  Broker    [X]  Other: PLAN ADMINISTRATOR
                                                             -------------------

III. The Employer adopting this document will only be considered to have adopted
     this prototype plan if this Retirement Plan Registration Form is
     countersigned by an authorized representative of John Hancock. Any employer
     using this document without proper countersignature will be considered to
     have an individually designed plan. The countersignature of this Retirement
     Plan Registration Form does not entitle the employer to any administrative
     services. Such administrative services may only be provided pursuant to the
     Administrative Services Agreement.

     I understand that neither John Hancock nor its representatives can assume
     responsibility for the administration, or the legal and tax implications of
     adopting this plan. I also understand that John Hancock will register the
     plan under its prototype program and will furnish amendments as required to
     keep the plan in compliance with applicable law.


                                           /s/ Gary Zuiderveen
                                        ---------------------------
                                                   Name


           5/23/00                       Controller and Secretary
------------------------------          ---------------------------
            Date                                   Title



AGREED TO AND ACCEPTED BY JOHN HANCOCK SIGNATURE SERVICES, INC.:


                                            /s/ Peter M. Derard
                                        ---------------------------
                                                   Name


          5/25/00                          Regulatory Consultant
------------------------------          ---------------------------
            Date                                   Title