<PAGE>   1
                                                                     Exhibit 4.7

                           [ICON] JOHN HANCOCK FUNDS
                      A GLOBAL INVESTMENT MANAGEMENT FIRM


                           UPI Prototype - Basic Plan
                                   Document 04

                                       I

<PAGE>   2


                             BASIC PLAN DOCUMENT 04
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                         <C>
SECTION ONE DEFINITIONS.....................................................................................................1
     1.01     ADOPTION AGREEMENT............................................................................................1
     1.02     BASIC PLAN DOCUMENT...........................................................................................1
     1.03     BENEFICIARY...................................................................................................1
     1.04     BREAK IN ELIGIBILITY SERVICE..................................................................................1
     1.05     BREAK IN VESTING SERVICE......................................................................................1
     1.06     CODE..........................................................................................................1
     1.07     COMPENSATION..................................................................................................1
     1.08     CUSTODIAN.....................................................................................................3
     1.09     DISABILITY....................................................................................................3
     1.10     EARLY RETIREMENT AGE..........................................................................................3
     1.11     EARNED INCOME.................................................................................................3
     1.12     EFFECTIVE DATE................................................................................................3
     1.13     ELIGIBILITY COMPUTATION PERIOD................................................................................3
     1.14     EMPLOYEE......................................................................................................3
     1.15     EMPLOYER......................................................................................................3
     1.16     EMPLOYER CONTRIBUTION.........................................................................................3
     1.17     EMPLOYMENT COMMENCEMENT DATE..................................................................................3
     1.18     EMPLOYER PROFIT SHARING CONTRIBUTION..........................................................................3
     1.19     ENTRY DATES...................................................................................................4
     1.20     ERISA.........................................................................................................4
     1.21     FORFEITURE....................................................................................................4
     1.22     FUND..........................................................................................................4
     1.23     HIGHLY COMPENSATED EMPLOYEE...................................................................................4
     1.24     HOURS OF SERVICE - Means......................................................................................4
     1.25     INDIVIDUAL ACCOUNT............................................................................................5
     1.26     INVESTMENT FUND...............................................................................................5
     1.27     KEY EMPLOYEE..................................................................................................5
     1.28     LEASED EMPLOYEE...............................................................................................5
     1.29     NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS..........................................................................5
     1.30     NORMAL RETIREMENT AGE.........................................................................................6
     1.31     OWNER - EMPLOYEE..............................................................................................6
     1.32     PARTICIPANT...................................................................................................6
     1.33     PLAN..........................................................................................................6
     1.34     PLAN ADMINISTRATOR............................................................................................6
     1.35     PLAN YEAR.....................................................................................................6
     1.36     PRIOR PLAN....................................................................................................6
     1.37     PROTOTYPE SPONSOR.............................................................................................6
     1.38     QUALIFYING PARTICIPANT........................................................................................6
     1.39     RELATED EMPLOYER..............................................................................................6
     1.40     RELATED EMPLOYER PARTICIPATION AGREEMENT......................................................................6
     1.41     SELF-EMPLOYED INDIVIDUAL......................................................................................6
     1.42     SEPARATE FUND.................................................................................................6
     1.43     TAXABLE WAGE BASE.............................................................................................6
</TABLE>

                                       II
<PAGE>   3


<TABLE>
<S>                                                                                                                        <C>
     1.44     TERMINATION OF EMPLOYMENT.....................................................................................6
     1.45     TOP-HEAVY PLAN................................................................................................7
     1.46     TRUSTEE.......................................................................................................7
     1.47     VALUATION DATE................................................................................................7
     1.48     VESTED........................................................................................................7
     1.49     YEAR OF ELIGIBILITY SERVICE...................................................................................7
     1.50     YEAR OF VESTING SERVICE.......................................................................................7
SECTION TWO ELIGIBILITY AND PARTICIPATION...................................................................................7
     2.01     ELIGIBILITY TO PARTICIPATE....................................................................................7
     2.02     PLAN ENTRY....................................................................................................7
     2.03     TRANSFER TO OR FROM INELIGIBLE CLASS..........................................................................8
     2.04      RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE...................................................8
     2.05     DETERMINATIONS UNDER THIS SECTION.............................................................................8
     2.06     SPECIAL RULES WHERE ELAPSED TIME METHOD IS BEING USED.........................................................8
     2.08     ELECTION NOT TO PARTICIPATE...................................................................................9
SECTION THREE CONTRIBUTIONS.................................................................................................9
     3.01     EMPLOYER CONTRIBUTIONS........................................................................................9
     3.02     NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS.........................................................................12
     3.03     ROLLOVER CONTRIBUTIONS.......................................................................................12
     3.04     TRANSFER CONTRIBUTIONS.......................................................................................12
     3.05     LIMITATION ON ALLOCATIONS....................................................................................12
SECTION FOUR INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION.............................................................16
     4.01     INDIVIDUAL ACCOUNTS..........................................................................................16
     4.02     VALUATION OF FUND............................................................................................16
     4.03     VALUATION OF INDIVIDUAL ACCOUNTS.............................................................................16
     4.04     MODIFICATION OF METHOD FOR VALUING INDIVIDUAL ACCOUNTS.......................................................18
     4.05     SEGREGATION OF ASSETS........................................................................................18
     4.06     STATEMENT OF INDIVIDUAL ACCOUNTS.............................................................................18
SECTION FIVE TRUSTEE OR CUSTODIAN..........................................................................................18
     5.01     CREATION OF FUND.............................................................................................18
     5.02     INVESTMENT AUTHORITY.........................................................................................18
     5.03     FINANCIAL ORGANIZATION CUSTODIAN OR TRUSTEE WITHOUT FULL TRUST POWERS........................................18
     5.04     FINANCIAL ORGANIZATION TRUSTEE WITH FULL TRUST POWERS AND INDIVIDUAL TRUSTEE.................................19
     5.05     DIVISION OF FUND INTO INVESTMENT FUNDS.......................................................................20
     5.06      COMPENSATION AND EXPENSES...................................................................................20
     5.07     NOT OBLIGATED TO QUESTION DATA...............................................................................21
     5.08     LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS...................................................................21
     5.09     RESIGNATION OR REMOVAL OF TRUSTEE (OR CUSTODIAN).............................................................21
     5.10     DEGREE OF CARE - LIMITATIONS ON LIABILITY....................................................................21
     5.11     INDEMNIFICATION OF PROTOTYPE SPONSOR AND TRUSTEE (OR CUSTODIAN)..............................................22
     5.12     INVESTMENT MANAGERS..........................................................................................22
     5.13     MATTERS RELATING TO INSURANCE................................................................................22
     5.14     DIRECTION OF INVESTMENTS BY PARTICIPANTS.....................................................................23
SECTION SIX VESTING AND DISTRIBUTION.......................................................................................23
     6.01     DISTRIBUTION TO PARTICIPANT..................................................................................23
     6.02     FORM OF DISTRIBUTION TO A PARTICIPANT........................................................................26
     6.03     DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT................................................................27
</TABLE>

                                      III
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<TABLE>
<S>                                                                                                                         <C>
     6.04     FORM OF DISTRIBUTION TO BENEFICIARY..........................................................................28
     6.05     JOINT AND SURVIVOR ANNUITY REQUIREMENTS......................................................................28
     6.06     DISTRIBUTION REQUIREMENTS....................................................................................31
     6.07     ANNUITY CONTRACTS............................................................................................35
     6.08     LOANS TO PARTICIPANTS........................................................................................35
     6.09     DISTRIBUTION IN KIND.........................................................................................36
     6.10     DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS..........................................................36
     6.11     PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES..........................................................36
SECTION SEVEN CLAIMS PROCEDURE.............................................................................................36
     7.01     FILING A CLAIM FOR PLAN DISTRIBUTIONS........................................................................36
     7.02     DENIAL OF CLAIM..............................................................................................37
     7.03     REMEDIES AVAILABLE...........................................................................................37
SECTION EIGHT PLAN ADMINISTRATOR...........................................................................................37
     8.01     EMPLOYER IS PLAN ADMINISTRATOR...............................................................................37
     8.02     POWERS AND DUTIES OF THE PLAN ADMINISTRATOR..................................................................37
     8.03     EXPENSES AND COMPENSATION....................................................................................38
     8.04     INFORMATION FROM EMPLOYER....................................................................................38
SECTION NINE AMENDMENT AND TERMINATION.....................................................................................38
     9.01     RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN.................................................................38
     9.02     RIGHT OF EMPLOYER TO AMEND THE PLAN..........................................................................39
     9.03     LIMITATION ON POWER TO AMEND.................................................................................39
     9.04     AMENDMENT OF VESTING SCHEDULE................................................................................39
     9.05     PERMANENCY...................................................................................................39
     9.06     METHOD AND PROCEDURE FOR TERMINATION.........................................................................39
     9.07     CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER....................................................................39
     9.08     FAILURE OF PLAN QUALIFICATION................................................................................40
SECTION TEN MISCELLANEOUS..................................................................................................40
    10.01     STATE COMMUNITY PROPERTY LAWS................................................................................40
    10.02     HEADINGS.....................................................................................................40
    10.03     GENDER AND NUMBER............................................................................................40
    10.04     PLAN MERGER OR CONSOLIDATION.................................................................................40
    10.05     STANDARD OF FIDUCIARY CONDUCT................................................................................40
    10.06     GENERAL UNDERTAKING OF ALL PARTIES...........................................................................40
    10.07     AGREEMENT BINDS HEIRS, ETC...................................................................................40
    10.08     DETERMINATION OF TOP-HEAVY STATUS............................................................................40
    10.09     SPECIAL LIMITATIONS FOR OWNER-EMPLOYEES......................................................................42
    10.10     INALIENABILITY OF BENEFITS...................................................................................42
    10.11     CANNOT ELIMINATE PROTECTED BENEFITS..........................................................................42
SECTION ELEVEN 401(K) PROVISIONS...........................................................................................43
   11.100     DEFINITIONS..................................................................................................43
   11.101     ACTUAL DEFERRAL PERCENTAGE (ADP).............................................................................43
   11.102     AGGREGATE LIMIT..............................................................................................43
   11.103     AVERAGE CONTRIBUTION PERCENTAGE (ACP)........................................................................43
   11.104     CONTRIBUTING PARTICIPANT.....................................................................................43
   11.105     CONTRIBUTION PERCENTAGE......................................................................................43
   11.106     CONTRIBUTION PERCENTAGE AMOUNTS..............................................................................43
   11.107     ELECTIVE DEFERRALS...........................................................................................43
</TABLE>

                                       IV
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<TABLE>
<S>                                                                                                                       <C>
   11.108     ELIGIBLE PARTICIPANT.........................................................................................44
   11.109     EXCESS AGGREGATE CONTRIBUTIONS...............................................................................44
   11.110     EXCESS CONTRIBUTIONS.........................................................................................44
   11.111     EXCESS ELECTIVE DEFERRALS....................................................................................44
   11.112     MATCHING CONTRIBUTION........................................................................................44
   11.113     QUALIFIED NONELECTIVE CONTRIBUTIONS..........................................................................44
   11.114     QUALIFIED MATCHING CONTRIBUTIONS.............................................................................44
   11.115     QUALIFYING CONTRIBUTING PARTICIPANT..........................................................................45
   11.200     CONTRIBUTING PARTICIPANT.....................................................................................45
   11.201     REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT.........................................................45
   11.202     CHANGING ELECTIVE DEFERRAL AMOUNTS...........................................................................45
   11.203     CEASING ELECTIVE DEFERRALS...................................................................................45
   11.204     RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE DEFERRALS........................................45
   11.205     CERTAIN ONE-TIME IRREVOCABLE ELECTIONS.......................................................................45
   11.300     CONTRIBUTIONS................................................................................................45
   11.301     CONTRIBUTIONS BY EMPLOYER....................................................................................45
   11.302     MATCHING CONTRIBUTIONS.......................................................................................46
   11.303     QUALIFIED NONELECTIVE CONTRIBUTIONS..........................................................................46
   11.304     QUALIFIED MATCHING CONTRIBUTIONS.............................................................................46
   11.305     NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS.........................................................................46
   11.400     NONDISCRIMINATION TESTING....................................................................................46
   11.401     ACTUAL DEFERRAL PERCENTAGE TEST (ADP)........................................................................46
   11.402     LIMITS ON NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS AND MATCHING CONTRIBUTIONS....................................47
   11.500     DISTRIBUTION PROVISIONS......................................................................................48
   11.501     GENERAL RULE.................................................................................................48
   11.502     DISTRIBUTION REQUIREMENTS....................................................................................48
   11.503     HARDSHIP DISTRIBUTION........................................................................................49
   11.504     DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS....................................................................49
   11.505     DISTRIBUTION OF EXCESS CONTRIBUTIONS.........................................................................50
   11.506     DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS...............................................................50
   11.507     RECHARACTERIZATION...........................................................................................51
   11.508     DISTRIBUTION OF ELECTIVE DEFERRALS IF EXCESS ANNUAL ADDITIONS................................................51
   11.600     VESTING......................................................................................................51
   11.601     100% VESTING ON CERTAIN CONDITIONS...........................................................................51
   11.602     FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS............................................................51
</TABLE>

                                       V


<PAGE>   6


QUALIFIED RETIREMENT PLAN AND TRUST
DEFINED CONTRIBUTION BASIC PLAN DOCUMENT

================================================================================

SECTION ONE   DEFINITIONS
              The following words and phrases when used in the Plan with initial
              capital letters shall, for the purpose of this Plan, have the
              meanings set forth below unless the context indicates that other
              meanings are intended:

       1.01   ADOPTION AGREEMENT
              Means the document executed by the Employer through which it
              adopts the Plan and Trust and thereby agrees to be bound by all
              terms and conditions of the Plan and Trust.

       1.02   BASIC PLAN DOCUMENT
              Means this prototype Plan and Trust document.

       1.03   BENEFICIARY
              Means the individual or individuals designated pursuant to Section
              6.03(A) of the Plan.

       1.04   BREAK IN ELIGIBILITY SERVICE
              Means a 12 consecutive month period which coincides with an
              Eligibility Computation Period during which an Employee fails to
              complete more than 500 Hours of Service (or such lesser number of
              Hours of Service specified in the Adoption Agreement for this
              purpose).

       1.05   BREAK IN VESTING SERVICE
              Means a Plan Year (or other vesting computation period described
              in Section 1.50) during which an Employee fails to complete more
              than 500 Hours of Service (or such lesser number of Hours of
              Service specified in the Adoption Agreement for this purpose).

       1.06   CODE
              Means the Internal Revenue Code of 1986 as amended from
              time-to-time.

       1.07   COMPENSATION

              A.     Basic Definition
                     For Plan Years beginning on or after January 1, 1989, the
                     following definition of Compensation shall apply:

                     As elected by the Employer in the Adoption Agreement (and
                     if no election is made, W-2 wages will be deemed to have
                     been selected), Compensation shall mean one of the
                     following:

                     1.     W-2 wages. Compensation is defined as information
                            required to be reported under Sections 6041 and 6051
                            and 6052 of the Code (Wages, tips and other
                            compensation as reported on Form W-2). Compensation
                            is defined as wages within the meaning of Section
                            3401 (a) of the Code and all other payments of
                            compensation to an Employee by the Employer (in the
                            course of the Employer's trade or business) for
                            which the Employer is required to furnish the
                            Employee a written statement under Sections 6041 (d)
                            and 6051 (a)(3), and 6052 of the Code. Compensation
                            must be determined without regard to any rules under
                            Section 3401 (a) that limit the remuneration
                            included in wages based on the nature or location of
                            the employment or the services performed (such as
                            the exception for agricultural labor in Section 3401
                            (a)(2).

                     2.     Section 3401 (a) wages. Compensation is defined as
                            wages within the meaning of Section 3401 (a) of the
                            Code, for the purposes of income tax withholding at
                            the source but determined without regard to any
                            rules that limit the remuneration included in wages
                            based on the nature or location of the employment or
                            the services performed (such as the exception for
                            agricultural labor in Section 3401 (a) (2).

                     3.     415 safe-harbor compensation. Compensation is
                            defined as wages, salaries, and fees for
                            professional services and other amounts received
                            (without regard to whether or not an amount is paid
                            in cash) for personal services actually rendered in
                            the course of employment with the Employer
                            maintaining the Plan to the extent that the amounts
                            are includible in gross income (including, but not
                            limited to, commissions paid salesmen, compensation
                            for services on the basis of a percentage of
                            profits, commissions on insurance premiums, tips,
                            bonuses, fringe benefits, and reimbursements or
                            other expense allowances under a nonaccountable plan
                            (as described in 1.62-2(c)), and excluding the
                            following:

                                       1
<PAGE>   7


                              a.    Employer contributions to a plan of deferred
                                    compensation which are not includible in the
                                    Employee's gross income for the taxable year
                                    in which contributed, or employer
                                    contributions under a simplified employee
                                    pension plan to the extent such
                                    contributions are deductible by the
                                    Employee, or any distributions from a plan
                                    of deferred compensation;

                              b.    Amounts realized from the exercise of a
                                    nonqualified stock option, or when
                                    restricted stock (or property) held by the
                                    Employee either becomes freely transferable
                                    or is no longer subject to a substantial
                                    risk of forfeiture;

                              c.    Amounts realized from the sale, exchange or
                                    other disposition of stock acquired under a
                                    qualified stock option; and

                              d.    Other amounts which received special tax
                                    benefits, or contributions made by the
                                    Employer (whether or not under a salary
                                    reduction agreement) towards the purchase of
                                    an annuity contract described in Section
                                    403(b) of the Code (whether or not the
                                    contributions are actually excludable from
                                    the gross income of the Employee).

                         For any Self-Employed Individual covered under the
                         Plan, Compensation will mean Earned Income.

                    B.   Determination Period And Other Rules
                         Compensation shall include only that Compensation which
                         is actually paid to the Participant during the
                         determination period. Except as provided elsewhere in
                         this Plan, the determination period shall be the Plan
                         Year unless the Employer has selected another period in
                         the Adoption Agreement. If the Employer makes no
                         election, the determination period shall be the Plan
                         Year.

                         Unless otherwise indicated in the Adoption Agreement,
                         Compensation shall include any amount which is
                         contributed by the Employer pursuant to a salary
                         reduction agreement which is not includible in the
                         gross income of the Employee under Section 125,
                         402(e)(3), 402(h)(1)(B) or 403(b) of the Code.

                         Where this Plan is being adopted as an amendment and
                         restatement to bring a Prior Plan into compliance with
                         the Tax Reform Act of 1986, such Prior Plan's
                         definition of Compensation shall apply for Plan Years
                         beginning before January 1, 1989.

                    C.   Limits On Compensation
                         For years beginning after December 31, 1988 and before
                         January 1, 1994, the annual Compensation of each
                         Participant taken into account for determining all
                         benefits provided under the Plan for any determination
                         period shall not exceed $200,000. This limitation shall
                         be adjusted by the Secretary at the same time and in
                         the same manner as under Section 415(d) of the Code,
                         except that the dollar increase in effect on January 1
                         of any calendar year is effective for Plan Years
                         beginning in such calendar year and the first
                         adjustment to the $200,000 limitation is effective on
                         January 1, 1990.

                         For Plan Years beginning on or after January 1, 1994,
                         the annual Compensation of each participant taken into
                         account for determining all benefits provided under the
                         Plan for any Plan Year shall not exceed 150,000, as
                         adjusted for increases in the cost-of-living in
                         accordance with Section 401(a)(17)(B) of the Internal
                         Revenue Code. The cost-of-living adjustment in effect
                         for a calendar year applies to any determination period
                         beginning in such calendar year.

                         If the period for determining Compensation used in
                         calculating an Employee's allocation for a
                         determination period is a short Plan year (i.e.,
                         shorter than 12 months), the annual Compensation limit
                         is an amount equal to the otherwise applicable annual
                         Compensaion limit multiplied by a fraction, the
                         numerator or which is the number of months in the short
                         Plan Year, and the denominator of which is 12.

                         In determining the Compensation of a Participant for
                         purposes of this limitation, the rules of Section
                         414(q)(6) of the Code shall apply, except in applying
                         such rules, the term "family" shall include only the
                         spouse of the Participant and any lineal descendants of
                         the Participant who have not attained age 19 before the
                         close of the year. If, as a result of the application
                         of such rules the adjusted $200,000limitation is
                         exceeded, then (except for purposes of determining the
                         portion of Compensation up to the integration level, if
                         this Plan provides for permitted disparity), the
                         limitation shall be prorated among the affected
                         individuals in proportion to each such individual's
                         Compensation as determined under this Section prior to
                         the application of this limitation.

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


                                       2
<PAGE>   8


             1.08   CUSTODIAN
                    Means an entity specified in the Adoption Agreement as
                    Custodian or any duly appointed successor as provided in
                    Section 5.09.

            1.09    DISABILITY
                    Unless the Employer has elected a different definition in
                    the Adoption Agreement. Disability means the inability to
                    engage in any substantial, gainful activity by reason of any
                    medically determinable physical or mental impairment that
                    can be expected to result in death or which has lasted or
                    can be expected to last for a continuous period of not less
                    than 12 months. The permanence and degree of such impairment
                    shall be supported by medical evidence.

            1.10    EARLY RETIREMENT AGE
                    Means the age specified in the Adoption Agreement. The Plan
                    will not have an Early Retirement Age if none is specified
                    in the Adoption Agreement.

            1.11    EARNED INCOME
                    Means the net earnings from self-employment in the trade or
                    business with respect to which the Plan is established, for
                    which personal services of the individual are a material
                    income-producing factor. Net earnings will be determined
                    without regard to itmes not included in gross income and the
                    deductions allocable to such items. Net earnisn are reduced
                    by contributions by the Employer to a qualified plan to the
                    extend deductible under Section 404 of the Code.

            1.12    EFFECTIVE DATE
                    Means the date the Plan becomes effective as indicated in
                    the Adoption Agreement. However, as indicated in the
                    Adoption Agreement, certain provisions may have specific
                    effective dates. Further, where a separate date is stated in
                    the Plan as of which a particular Plan provision becomes
                    effective, such date will control with respect to that
                    provision.

            1.13    ELIGILITY COMPUTATION PERIOD
                    An Employee's initial Eligibility Computation Period shall
                    be the 12 consecutive month period commencing on the
                    Employee's Employment Commencement Date. The Employee's
                    subsequent Eligibility Computation Periods shall be the 12
                    consecutive month periods commencing on the anniversaries of
                    his or her Employment Commencement Date; provided, however,
                    if pursuant to the Adoption Agreement, an Employee is
                    required to complete one or less Years of Eligibility
                    Service to become a Participant, then his or her subsequent
                    Eligibility Computation Periods shall be the Plan years
                    commencing with the Plan Year beginning during his or her
                    initial Eligibility Computation Period. An Employee does not
                    complete a Year of Eligibility Service before the end of the
                    12 consecutive month period regardless of when during such
                    period the Employee completes the required number of Hours
                    of Service.

            1.14    EMPLOYEE
                    Means any person employed by an Employer maintaining the
                    Plan or of any other employer required to be aggregated with
                    such Employer under Sections 414(b), (c), (m) or (o) of the
                    Code.

                    The term Employee shall also include any Leased Employee
                    deemed to be an Employee of any Employer described in the
                    previous paragraph as provided in Section 414(n) or (o) or
                    the Code.

            1.15    EMPLOYER
                    Means any corporation, partnership, sole-proprietorship or
                    other entity named in the Adoption Agreement and any
                    successor who by merger, consolidation, purchase or
                    otherwise assumes the obligations of the Plan. A partnership
                    is considered to be the Employer of each of the partners and
                    a sole-proprietorship is considered to be the Employer of a
                    sole proprietor. Where this Plan is being maintained by a
                    union or other entity that represents its member Employees
                    in the negotiation of collective bargaining agreements, the
                    term Employer shall mean such union or other entity.

            1.16    EMPLOYER CONTRIBUTION
                    Means the amount contributed by the Employer each year as
                    determined under this Plan.

            1.17    EMPLOYMENT COMMENCEMENT DATE
                    AN EMPLOYEE'S EMPLOYMENT COMMENCEMENT DATE MEANS THE DATE
                    THE EMPLOYEE FIRST PERFORMS AN HOUR OF SERVICE FOR THE
                    EMPLOYER.

            1.18    EMPLOYER PROFIT SHARING CONTRIBUTION
                    Means an Employer Contribution made pursuant to the Section
                    of the Adoption Agreement titled "Employer Profit Sharing
                    Contributions." The Employer may make Employer Profit
                    Sharing Contributions without regard to current or
                    accumulated earnings or profits.


                                       3
<PAGE>   9


            1.19    ENTRY DATES
                    Means the first day of the Plan Year and the first day of
                    the seventh month of the Plan year, unless the Employer has
                    specified different dates in the Adoption Agreement.

            1.20    ERISA
                    Means the Employee Retirement Income Security Act of 1974 as
                    amended from time-to-time.

            1.21    FORFEITURE
                    Means that portion of a Participant's Individual Account
                    derived from Employer Contributions which he or she is not
                    entitled to receive (i.e., the nonvested portion).

            1.22    FUND
                    MEANS THE PLAN ASSETS HELD BY THE TRUSTEEFOR THE
                    PARTICIPANTS' EXCLUSIVE BENEFIT.

            1.23    HIGHLY COMPENSATED EMPLOYEE
                    The term Highly Compensated Employeeincludes highly
                    compensated active employees and highly compensated
                    formeremployees.

                    A highly compensated active employee includes any Employee
                    who performs service for the Employer during the
                    determination year and who, during the look-back year: 9a)
                    received Compensation from the Employer in excess of $75,000
                    (as adjusted pursuant to Section 415(d) of the Code); (b)
                    received Compensation from the Employer in excess of $50,000
                    (as adjusted pursuant to Section 415(d) of the Code) and was
                    a member of the top-paid group for such year; or (c) was an
                    officer of the Employer and received Compensation during
                    such year that is greater than 50% of the dollar limitation
                    in effect under Section 415(b)(1)(A) of the Code. The term
                    Highly Compensated Employee also includes: (a) Employees who
                    are both described in the preceding sentence if the term
                    "determination year" is substituted for the term "look-back
                    year" and the Employee is one of the 100 Employees who
                    received the most Compensation from the Employer during the
                    determination year; and (b) Employees who are 5% owners at
                    any time during the look-back year or determination year.

                    If no officer has satisfied the Compensation requirement of
                    (c) above during either a determination year or look-back
                    year, the highest paid officer for such year shall be
                    treated as a Highly Compensated Employee.

                    For this purpose, the determination year shall be the Plan
                    Year. The look-back year shall be the 12 month period
                    immediately preceding the determination year.

                    A highly compensated former employee includes any Employee
                    who separated from service (or was deemed to have separated)
                    prior to the determination year, performs no service for the
                    Employer during the determination year, and was a highly
                    compensated active employee for either the separation year
                    or any determination year ending on or after the Employee's
                    55th birthday.

                    If an Employee is, during a determination year or look-back
                    year, a family member of either a 5% owner who is an active
                    or former Employee or a Highly Compensated Employee who is
                    one of the 10 most Highly Compensated Employees ranked on
                    the basis of Compensation paid by the Employer during such
                    year, then the family member and the 5% owner or top 10
                    Highly Compensated Employee shall be aggregated. In such
                    case, the family member and 5% owner or top 10 Highly
                    Compensated Employee shall be treated as a single Employee
                    receiving Compensation and Plan contributions or benefits
                    equal to the sum of such Compensation and contributions or
                    benefits of the family member and 5% owner or top 10 Highly
                    Compensated Employee. For purposes of this Section, family
                    member includes the spouse, lineal ascendants and
                    descendants of the Employee or former Employee and spouses
                    of such lineal ascendants and descendants.

                    The determination of who is a Highly Compensated Employee,
                    including the determinations of the number and identify of
                    Employees in the top-paid group, the top 100 Employees, the
                    number of Employees treated as officers and the Compensation
                    that is considered, will be made in accordance with Section
                    414(q) of the Code and the regulations thereunder.

            1.24    HOURS OF SERVICE - MEANS

                    A.      Each hour for which an Employee is paid, or entitled
                            to payment, for the performance of duties for the
                            Employer. These hours will be credited to the
                            Employee for the computation period in which the
                            duties are performed; and

                    B.      Each hour for which an Employee is paid, or entitled
                            to payment, by the Employer on account of a period
                            of time during which no duties are performed
                            (irrespective of whether the employment relationship
                            has terminated) due to vacation, holiday, illness,
                            incapacity (including disability), layoff, jury
                            duty, military duty or leave of absence. No more
                            than 501 Hours of Service will be credited under
                            this paragraph for any single continuous period
                            (whether or not such period occurs in a single
                            computation period). Hours under this paragraph
                            shall be calculated and credited pursuant to Section
                            2530.200b-2 of the Department of Labor Regulations
                            which is incorporated herein by this reference; and

                                       4

<PAGE>   10


                    C.      Each hour for which back pay, irrespective of
                            mitigation of damages, is either awarded or agreed
                            to by the Employer. The same Hours of Service will
                            not be credited both under paragraph (A) or
                            paragraph (B), as the case may be, and under this
                            paragraph (C). These hours will be credited to the
                            Employee for the computation period of periods to
                            which the award or agreement pertains rather than
                            the computation period in which the award,
                            agreement, or payment is made.

                    D.      Solely for purposes of determining whether a Break
                            in Eligibility Service or a Break in Vesting Service
                            has occurred in a computation period (the
                            computation period for purposes of determining
                            whether a Break in Vesting Service has occurred is
                            the Plan Year or other vesting computation period
                            described in Section 1.50), an individual who is
                            absent from work for maternity or paternity reasons
                            shall receive credit for the Hours of Service which
                            would otherwise have been credited to such
                            individual but for such absence, or in any case in
                            which such hours cannot be determined, 8 Hours of
                            Service per day of such absence. For purposes of
                            this paragraph, an absence form work for maternity
                            or paternity reasons means an absence (1) by reason
                            of the pregnancy of the individual, (2) by reason of
                            a birth of a child of the individual, (3) by reason
                            of the placement of a child with the individual in
                            connection with the adoption of such child by such
                            individual, or (4) for purposes of caring for such
                            child for a period beginning immediately following
                            such birth or placement. The Hours of Service
                            credited under this paragraph shall be credited (1)
                            in the Eligibility Computation Period or Plan year
                            or other vesting computation period described in
                            Section 1.50 in which the absence begins if the
                            crediting is necessary to prevent a Break in
                            Eligibility Service or a Break in Vesting Service in
                            the applicable period, or (2) in all other cases, in
                            the following Eligibility Computation Period or Plan
                            Year or other vesting computation period described
                            in Section 1.50.

                    E.      Hours of Service will be credited for employment
                            with other members of an affiliated service group
                            (under Section 414(m) of the Code), a controlled
                            group of corporations (under Section 414(b) of the
                            Code), or a group of trades or businesses under
                            common control (under Section 414(c) of the Code) of
                            which the adopting Employer is a member, and any
                            other entity required to be aggregated with the
                            Employer pursuant to Section 414(o) of the Code and
                            the regulations thereunder.

                    F.      Where the Employer maintains the plan of a
                            predecessor employer, service for such predecessor
                            employer shall be treated as service for the
                            Employer.

                    G.      The above method for determining Hours of Service
                            may be altered as specified in the Adoption
                            Agreement.

            1.25    INDIVIDUAL ACCOUNT
                    Means the account established and maintained under this Plan
                    for each Participant in accordance with Section 4.01.

            1.26    INVESTMENT FUND
                    Means a subdivision of the Fund established pursuant to
                    Section 5.05.

            1.27    KEY EMPLOYEE
                    Means any person who is determined to be a Key Employee
                    under Section 10.08.

            1.28    LEASED EMPLOYEE
                    Means any person (other than an Employee of the recipient)
                    who pursuant to an agreement between the recipient and any
                    other person ("leasing organization") has performed services
                    for the recipient (or for the recipient and related persons
                    determined in accordance with Section 414(n)(6) of the Code)
                    on a substantially full time basis for a period of at least
                    one year, and such services are of a type historically
                    performed by Employees in the business field of the
                    recipient Employer. Contributions or benefits provided a
                    Leased Employee by the leasing organization which are
                    attributable to services performed for the recipient
                    Employer shall be treated as provided by the recipient
                    Employer.

                    A Leased Employee shall not be considered an Employee of the
                    recipient if: (1) such employee is covered by a money
                    purchase pension plan providing: (a) a nonintegrated
                    employer contribution rate of at least 10% of compensation,
                    as defined in Section 415(c)(3) of the Code, but including
                    amounts contributed pursuant to a salary reduction agreement
                    which are excludable from the employee's gross income under
                    Section 125, Section 402(e)(3), Section 402(h)(1)(B) or
                    Section 403(b) of the Code, (b) immediate participation, and
                    (c) full and immediate vesting; and (2) Leased Employees do
                    not constitute more than 20% of the recipient's nonhighly
                    compensated work force.

            1.29    NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
                    Means any contribution made to the Plan by or on behalf of a
                    Participant that is included in the participant's gross
                    income in the year in which made and that is maintained
                    under a separate account to which earnings and losses are
                    allocated.

                                       5

<PAGE>   11



            1.30    NORMAL RETIREMENT AGE
                    Means the age specified in the Adoption Agreement. However,
                    if the Employer enforces a mandatory retirement age which is
                    less than the Normal Retirement Age, such mandatory age is
                    deemed to be the Normal Retirement Age. If no age is
                    specified in the Adoption Agreement, the Normal Retirement
                    Age shall be age 65.

            1.31    OWNER - EMPLOYEE
                    Means an individual who is a sole proprietor, or who is a
                    partner owning more than 10% of either the capital or
                    profits interest of the partnership.

            1.32    PARTICIPANT
                    Means any Employee or former Employee of the Employer who
                    has met the Plan's eligibility requirements, has entered the
                    Plan and who is or may become eligible to receive a benefit
                    of any type from this Plan or whose Beneficiary may be
                    eligible to receive any such benefit.

            1.33    PLAN
                    Means the prototype defined contribution plan adopted by the
                    Employer. The Plan consists of this Basic Plan Document plus
                    the corresponding Adoption Agreement as completed and signed
                    by the Employer.

            1.34    PLAN ADMINISTRATOR
                    Means the person or persons determined to be the Plan
                    Administrator in accordance with Section 8.01.

            1.35    PLAN YEAR
                    Means the 12 consecutive month period which coincides with
                    the Employer's fiscal year or such other 12 consecutive
                    month period as is designated in the Adoption Agreement.

            1.36    PRIOR PLAN
                    Means a plan which was amended or replaced by adoption of
                    this Plan document as indicated in the Adoption Agreement.

            1.37    PROTOTYPE SPONSOR
                    Means the entity specified in the Adoption Agreement that
                    makes this prototype plan available to employers for
                    adoption.

            1.38    QUALIFYING PARTICPANT
                    Means a Participant who has satisfied the requirements
                    described in Section 3.01(B)(2) to be entitled to share in
                    any Employer Contribution (and Forfeitures, if applicable)
                    for a Plan year.

            1.39    RELATED EMPLOYER
                    Means an employer that may be required to be aggregated with
                    the Employer adopting this Plan for certain qualification
                    requirements under Section 414(b), (c), (m) or (o) of the
                    Code (or any other employer that has ownership in common
                    with the Employer). A Related Employer may participate in
                    this Plan if so indicated in the Section of the Adoption
                    Agreement titled "Employer Information" or if such Related
                    Employer executes a Related Employer Participation
                    Agreement.

            1.40    RELATED EMPLOYER PARTICIPATION AGREEMENT
                    Means the agreement under this prototype Plan that a Related
                    Employer may execute to participate in this Plan.

            1.41    SELF-EMPLOYED INDIVIDUAL
                    Means an individual who has Earned Income for the taxable
                    year from the trade or business for which the Plan is
                    established; also, an individual who would have had Earned
                    Income but for the fact that the trade or business had no
                    net profits for the taxable year.

            1.42    SEPARATE FUND
                    Means a subdivision of the Fund held in the name of a
                    particular Participant representing certain assets held for
                    that Participant. The assets which comprise a participant's
                    Separate Fund are those assets earmarked for him or her and
                    those assets subject to the Participant's individual
                    direction pursuant to Section 5.14.

            1.43    TAXABLE WAGE BASE
                    Means, with respect to any taxable year, the contribution
                    and benefit base in effect under Section 230 of the Social
                    Security Act at the beginning of the Plan Year.

            1.44    TERMINATION OF EMPLOYMENT
                    A Termination of Employment of an Employee of an Employer
                    shall occur whenever his or her status as an Employee of
                    such Employer ceases for any reason other than death. An
                    Employee who does not return to work for the Employer on or
                    before the expiration of an authorized leave of absence from
                    such Employer shall be deemed to have incurred a Termination
                    of Employment when such leave ends.

                                       6
<PAGE>   12


            1.45    TOP-HEAVY PLAN
                    This Plan is a Top-Heavy Plan for any Plan Year if it is
                    determined to be such pursuant to Section 10.08.

            1.46    TRUSTEE
                    Means an individual, individuals or corporation specified in
                    the Adoption Agreement as Trustee or any duly appointed
                    successor as provided in Section 5.09. Trustee shall mean
                    Custodian in the event the financial organization named as
                    Trustee does not have full trust powers.

            1.47    VALUATION DATE
                    Means the date or dates as specified in the Adoption
                    Agreement. If no date is specified in the Adoption
                    Agreement, the Valuation Date shall be 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 when the assets of the Fund are
                    valued at their then fair market value.

            1.48    VESTED
                    Means nonforfeitable, that is, a claim which is
                    unconditional and legally enforceable against the Plan
                    obtained by a Participant or the Participant's beneficiary
                    to that part of an immediate or deferred benefit under the
                    Plan which arises from a Participant's Years of Vesting
                    Service.

            1.49    YEAR OF ELIGIBILITY SERVICE
                    Means a 12 consecutive month period which coincides with an
                    Eligibility Computation Period during which an Employee
                    completes at least 1,000 Hours of Service (or lesser number
                    of Hours of Service specified in the Adoption Agreement for
                    this purpose). An Employee does not complete a Year of
                    Eligibility Service before the end of the 12 consecutive
                    month period regardless of when during such period the
                    Employee completes the required number of Hours of Service.

            1.50    YEAR OF VESTING SERVICE
                    Means a Plan Year during which an Employee completes at
                    least 1,000 Hours of Service (or such lesser number of Hours
                    of Service specified in the Adoption Agreement for this
                    purpose). Notwithstanding the preceding sentence, where the
                    Employer so indicates in the Adoption Agreement, vesting
                    shall be computed by reference to the 12 consecutive month
                    period beginning with the Employee's Employment Commencement
                    Date and each successive 12 month period commencing on the
                    anniversaries thereof.

                    In the case of a Participant who has 5 or more consecutive
                    Breaks in Vesting Service, all Years of Vesting Service
                    after such Breaks in Vesting Service will be disregarded for
                    the purpose of determining the Vested portion of his or her
                    Individual Account derived from Employer Contributions that
                    accrued before such breaks. Such Participant's prebreak
                    service will count in vesting the postbreak Individual
                    Account derived from Employer Contributions only if either:

                    (A)  such Participant had any Vested right to any portion of
                         his or her Individual Account derived from Employer
                         Contributions at the time of his or her Termination of
                         Employment; or

                    (B)  upon returning to service, the number of consecutive
                         Breaks in Vesting Service is less that his or her
                         number of Years of Vesting Service before such breaks.

                    Separate subaccounts will be maintained for the
                    participant's prebreak portions of his or her Individual
                    Account derived from Employer Contributions Both subaccounts
                    will share in the gains and losses of the Fund.

                    Years of Vesting Service shall not include any period of
                    time excluded from Years of Vesting Service in the Adoption
                    Agreement.

                    In the event the Plan year is changed to a new 12-month
                    period, Employees shall receive credit for Years of Vesting
                    Service, in accordance with the preceding provisions of this
                    definition, for each of the Plan Years (the old and new Plan
                    years) which overlap as a result of such change.

SECTION TWO         ELIGIBILITY AND PARTICIPATION

            2.01    ELIGIBILITY TO PARTICIPATE
                    Each Employee of the Employer, except those Employees who
                    belong to a class of Employees which is excluded from
                    participation as indicated in the Adoption Agreement, shall
                    be eligible to participate in this Plan upon the
                    satisfaction of the age and Years of Eligibility Service
                    requirements specified in the Adoption Agreement.

            2.02    PLAN ENTRY

                    A.   If this Plan is a replacement of a Prior Plan by
                         amendment or restatement, each Employee of the Employer
                         who was a Participant in said Prior Plan before the
                         Effective Date shall continue to be a Participant in
                         this Plan.

                                       7

<PAGE>   13


                    B.   An Employee will become a Participant in the Plan as of
                         the Effective Date if the Employee has met the
                         eligibility requirements of Section 2.01 as of such
                         date. After the Effective Date, each Employee shall
                         become a Participant on the first Entry Date following
                         the date the Employee satisfies the eligibility
                         requirements of Section 2.01 unless otherwise indicated
                         in the Adoption Agreement.

                    C.   The Plan Administrator shall notify each Employee who
                         becomes eligible to be a Participant under this Plan
                         and shall furnish the Employee with the application
                         form, enrollment forms or other documents which are
                         required of Participants. The eligible Employee shall
                         execute such forms or documents and make available such
                         information as may be required in the administration of
                         the Plan.

            2.03    TRANSFER TO OR FROM INELIGIBLE CLASS
                    If an Employee who had been a Participant becomes ineligible
                    to participate because he or she is no longer a member of an
                    eligible class of Employees, but has not incurred a Break in
                    Eligibility Service, such Employee shall participate
                    immediately upon his or her return to an eligible class of
                    Employees. If such Employee incurs a Break in Eligibility
                    Service, his or her eligibility to participate shall be
                    determined by Section 2.04.

                    An Employee who is not a member of the eligible class of
                    Employees will become a Participant immediately upon
                    becoming a member of the eligible class provided such
                    Employee has satisfied the age and Years of Eligibility
                    Service requirements. If such Employee has not satisfied the
                    age and years of Eligibility Service requirements as of the
                    date he or she becomes a member of the eligible class, such
                    Employee shall become a Participant on the first Entry Date
                    following the date he or she satisfies those requirements
                    unless otherwise indicated in the Adoption Agreement.

            2.04    RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE

                    A.   Employee Not Participant Before Break - If an Employee
                         incurs a Break in Eligibility Service before satisfying
                         the Plan's eligibility requirements, such Employee's
                         Years of Eligibility Service before such Break in
                         Eligibility Service will not be taken into account.

                    B.   Nonvested Participants - In the case of a Participant
                         who does not have a Vested interest in his or her
                         Individual Account derived from Employer Contributions,
                         Years of Eligibility Service before a period of
                         consecutive Breaks in Eligibility Service will not be
                         taken into account for eligibility purposes if the
                         number of consecutive Breaks in Eligibility Service in
                         such period equals or exceeds the greater of 5 or the
                         aggregate number of Years of Eligibility Service before
                         such break. Such aggregate number of Years of
                         Eligibility Service will not include any Years of
                         Eligibility Service disregarded under the preceding
                         sentence by reason of prior breaks.

                         If a Participant's Years of Eligibility Service are
                         disregarded pursuant to the preceding paragraph, such
                         Participant will be treated as a new Employee for
                         eligibility purposes. If a Participant's Years of
                         Eligibility Service may not be disregarded pursuant to
                         the preceding paragraph, such Participant shall
                         continue to participate in the Plan, or, if terminated,
                         shall participate immediately upon reemployment.

                    C.   Vested Participants - A Participant who has sustained a
                         Break in Eligibility Service and who had a Vested
                         interest in all or a portion of his or her Individual
                         Account derived from Employer Contributions shall
                         continue to participate in the Plan, or, if terminated,
                         shall participate immediately upon reemployment.

            2.05    DETERMINATIONS UNDER THIS SECTION
                    The Plan Administrator shall determine the eligibility of
                    each Employee to be a Participant. This determination shall
                    be conclusive and binding upon all persons except as
                    otherwise provided herein or by law.

            2.06    TERMS OF EMPLOYMENT
                    Neither the fact of the establishment of the Plan nor the
                    fact that a common law Employee has become a Participant
                    shall give to that common law Employee any right to
                    continued employment; nor shall either fact limit the right
                    of the Employer to discharge or to deal otherwise with a
                    common law Employee without regard to the effect such
                    treatment may have upon the Employee's rights under the
                    Plan.

            2.07    SPECIAL RULES WHERE ELAPSED TIME METHOD IS BEING USED
                    This Section 2.07 shall apply where the Employer has
                    indicated in the Adoption Agreement that the elapsed time
                    method will be used. When this Section applies, the
                    definitions of year of service, break in service and hour of
                    service in this Section will replace the definitions of Year
                    of Eligibility Service, Year of Vesting Service, Break in
                    Eligibility Service, Break in Vesting Service and Hours of
                    Service found in the Definitions Section of the Plan
                    (Section One).

                    For purposes of determining an Employee's initial or
                    continued eligibility to participate in the Plan or the
                    Vested interest in the participant's Individual Account
                    balance derived from Employer Contributions, (except for
                    periods of service which may be disregarded on account of
                    the "rule of parity" described in Section 1.50 and 2.04) an
                    Employee will receive credit for the aggregate of all time
                    period(s) commencing with the Employee's first day of
                    employment or reemployment and ending on the date a break in
                    service begins. The first day of employment or reemployment
                    is the first day the

                                       8

<PAGE>   14


                    Employee performs an hour of service. An Employee will also
                    receive credit for any period of severance of less than 12
                    consecutive months. Fractional periods of a year will be
                    expressed in terms of days.

                    For purposes of this Section, hour of service will mean each
                    hour for which an Employee is paid or entitled to payment
                    for the performance of duties for the Employer. Break in
                    service is a period of severance of at least 12 consecutive
                    months. Period of severance is a continuous period of time
                    during which the Employee is not employed by the Employer.
                    Such period begins on the date the Employee retires, quits
                    or is discharged, or if earlier, the 12 month anniversary of
                    the date on which the Employee was otherwise first absent
                    from service.

                    In the case of an individual who is absent from work for
                    maternity or paternity reasons, the 12 month consecutive
                    month period beginning on the first anniversary of the first
                    date of such absence shall not constitute a break in
                    service. For purposes of this paragraph, an absence from
                    work for maternity or paternity reasons means an absence (1)
                    be reason of the pregnancy of the individual, (2) by reason
                    of the birth of a child of the individual, (3) by reason of
                    the placement of a child with the individual in connection
                    with the adoption of such child by such individual, or (4)
                    for purposes of caring for such child for a period beginning
                    immediately following such birth or placement.

                    Each Employee will share in Employer Contributions for the
                    period beginning on the date the Employee commences
                    participation under the Plan and ending on the date on which
                    such Employee severs employment with the Employer or is no
                    longer a member of an eligible class of Employees.

                    If the Employer is a member of an affiliated service group
                    (under Section 414(m) of the Code, a controlled group of
                    corporations (under Section 414(b) of the Code), a group of
                    trades or businesses under common control (under Section
                    414(c) of the Code), or any other entity required to be
                    aggregated with the Employer pursuant to Section 414(o) of
                    the Code, service will be credited for any employment for
                    any period of time for any other member of such group.
                    Service will also be credited for any individual required
                    under Section 414(n) or Section 414(o) to be considered an
                    Employee of any Employer aggregated under Section 414(b),
                    (c), or (m) of the Code.

            2.08    ELECTION NOT TO PARTICIPATE
                    This Section 2.08 shall apply if this Plan is a
                    nonstandardized plan the Adoption Agreement so provides. If
                    this Section applies, then an Employee or a Participant may
                    elect not to participate in the Plan for one or more Plan
                    Years. The Employer may not contribute for an Employee or
                    Participant for any Plan Year during which such Employee's
                    or Participant's election not to participate is in effect.
                    Any election not to participate must be in writing and filed
                    with the Plan Administrator.

                    The Plan Administrator shall establish such uniform and
                    nondiscriminatory rules as it deems necessary or advisable
                    to carry out the terms of this Section, including, but not
                    limited to, rules prescribing the timing of the filing of
                    elections not to participate and the procedures for electing
                    to re-participate in the Plan.

                    An Employee or Participant continues to earn credit for
                    vesting and eligibility purposes for each Year of Vesting
                    Service or Year of Eligibility Service he or she completes
                    and his or her Individual Account (if any) will share in the
                    gains or losses of the fund during the periods he or she
                    elects not to participate.

SECTION THREE       CONTRIBUTIONS

            3.01    EMPLOYER CONTRIBUTIONS

                    A.   Obligation to Contribute - The Employer shall make
                         contributions to the Plan in accordance with the
                         contribution formula specified in the Adoption
                         Agreement. If this Plan is a profit sharing plan, the
                         Employer shall, in its sole discretion, make
                         contributions without regard to current or accumulated
                         earnings or profits.

                    B.   Allocation Formula and the Right to Share in the
                         Employer Contribution -

                         1.   General - The Employer Contribution for any Plan
                              Year will be allocated or contributed to the
                              Individual Accounts of Qualifying Participants in
                              accordance with the allocation or contribution
                              formula specified in the Adoption Agreement. The
                              Employer Contribution for any Plan Year will be
                              allocated to each participant's Individual Account
                              as of the last day of that Plan Year.

                              Any Employer Contribution for a Plan year must
                              satisfy Section 401(a)(4) and the regulations
                              thereunder for such Plan Year.

                         2.   Qualifying Participants - A Participant is a
                              Qualifying Participant and is entitled to share in
                              the Employer Contribution for any Plan Year if the
                              Participant was a Participant on at least one day
                              during the Plan Year and satisfies any additional
                              conditions specified in the Adoption Agreement. If
                              this Plan is a standardized plan, unless the
                              Employer specifies more favorable conditions in
                              the Adoption Agreement, a Participant will not be
                              a qualifying Participant for a Plan Year if he or
                              she incurs a Termination of Employment during such
                              Plan Year

                                       9

<PAGE>   15


                              with not more than 500 Hours of Service if he or
                              she is not an Employee on the last day of the Plan
                              Year. The determination of whether a Participant
                              is entitled to share in the Employer Contribution
                              shall be made as of the last day of each Plan
                              year.

                         3.   Special Rules for Integrated Plans - This Plan may
                              not allocate contributions based on an integrated
                              formula if the Employer maintains any other plan
                              that provides for allocation of contributions
                              based on an integrated formula that benefits any
                              of the same Participants. If the Employer has
                              selected the integrated contribution or allocation
                              formula in the Adoption Agreement, then the
                              maximum disparity rate shall be determined in
                              accordance with the following table.

<TABLE>
<CAPTION>
                                                                MAXIMUM DISPARITY RATE

                                                                                  Top-Heavy              Nonstandardized and
                    Integration Level               Money Purchase             Profit Sharing       Non-top-Heavy Profit Sharing
                    ------------------------------------------------------------------------------------------------------------

<S>                                                     <C>                         <C>                        <C>
                    Taxable Wage Base (TWB)             5.7%                        2.7%                       5.7%

                    More than $0 but not more
                    than 20% of TWB                     5.7%                        2.7%                       5.7%

                    More than 20% of TWB but
                    not more than 80% of TWB            4.3%                        1.3%                       4.3%

                    More than 80% of TWB but
                    not more than TWB                   5.4%                        2.4%                       5.4%
</TABLE>

                    C.   Allocation of Forfeitures - Forfeitures for a Plan year
                         which arise as a result of the application of Section
                         6.01(D) shall be allocated as follows:

                         1.   Profit Sharing Plan - If this is a profit sharing
                              plan, unless the Adoption Agreement indicates
                              otherwise, Forfeitures shall be allocated in the
                              manner provided in Section 3.01(B) (for Employer
                              Contributions) to the Individual Accounts of
                              Qualifying Participants who are entitled to share
                              in the Employer Contribution for such Plan year.
                              Forfeitures shall be allocated as of the last day
                              of the Plan Year during which the Forfeiture arose
                              (or any subsequent Plan year if indicated in the
                              Adoption Agreement).

                         2.   Money Purchase Pension and Target Benefit Plan -
                              If this Plan is a money purchase plan or a target
                              benefit plan, unless the Adoption Agreement
                              indicates otherwise, Forfeitures shall be applied
                              towards the reduction of Employer Contributions to
                              the Plan. Forfeitures shall be allocated as of the
                              last day of the Plan Year during which the
                              Forfeiture arose (or any subsequent Plan year if
                              indicated in the Adoption Agreement).

                    D.   Timing of Employer Contribution - The Employer
                         Contribution for each Plan year shall be delivered to
                         the Trustee (or Custodian, if applicable) not later
                         than the due date for filing the Employer's income tax
                         return for its fiscal year in which the Plan year ends,
                         including extensions thereof.

                    E.   Minimum Allocation for Top-Heavy Plans - The
                         contribution and allocation provisions of this Section
                         3.01(E) shall apply for any Plan Year with respect to
                         which this Plan is a Top-Heavy Plan.

                         1.   Except as otherwise provided in (3) and (4) below,
                              the Employer Contributions and Forfeitures
                              allocated on behalf of any Participant who is not
                              a Key Employee shall not be less than the lesser
                              of 3% of such participant's Compensation or (in
                              the case where the Employer has no defined benefit
                              plan which designates this Plan to satisfy Section
                              401 of the Code) the largest percentage of
                              Employer Contributions and Forfeitures, as a
                              percentage of the first $200,000 ($150,000 for the
                              Plan years beginning after December 31, 1993),
                              (increased by any cost of living adjustment made
                              by the Secretary of Treasury or the Secretary's
                              delegate) of the Key Employee's Compensation,
                              allocated on behalf of any Key Employee for that
                              year. The minimum allocation is determined without
                              regard to any Social Security contribution. The
                              Employer may, in the Adoption Agreement, limit the
                              Participants who are entitled to receive the
                              minimum allocation. This minimum allocation shall
                              be made even though under other Plan provisions,
                              the Participant would not otherwise be entitled to
                              receive an allocation, or would have received a
                              lesser allocation for the year because of (a) the
                              Participant's failure to complete 1,000 Hours of
                              Service (or any equivalent provided in the Plan),
                              or (b) the Participant's failure to make mandatory
                              Nondeductible Employee Contributions to the Plan,
                              or (c) Compensation less than a stated amount.

                         2.   For purposes of computing the minimum allocation,
                              Compensation shall mean Compensation as defined in
                              Section 1.07 of the Plan and shall exclude any
                              amounts contributed by the Employer pursuant to a
                              salary

                                       10
<PAGE>   16


                              reduction agreement and which is not includible in
                              the gross income of the Employee under Sections
                              125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code
                              even if the Employer has elected to include such
                              contributions in the definition of Compensation
                              used for other purposes under the Plan.

                         3.   The provision in (1) above shall not apply to any
                              Participant who was not employed by the Employer
                              on the last day of the Plan Year.

                         4.   The provision in (1) above shall not apply to any
                              Participant to the extent the Participant is
                              covered under any other plan or plans of the
                              Employer and the Employer has provided in the
                              adoption agreement that the minimum allocation or
                              benefit requirement applicable to Top-Heavy Plans
                              will be met in the other plan or plans.

                         5.   The minimum allocation required under this Section
                              3.01(E) and Section 3.01(F)(1) (to the extent
                              required to be nonforfeitable under Code Section
                              416(b) may not be forfeited under Code Section
                              411(a)(3)(B) or 411(a)(3)(D).

                    F.   Special Requirements for Paired Plans - The Employer
                         maintains paired plans if the Employer has adopted both
                         a standardized profit sharing plan and a standardized
                         money purchase pension plan using this Basic Plan
                         Document.

                         1.   Minimum Allocation - When the paired plans are
                              top-heavy, the top-heavy requirements set forth in
                              Section 3.01(E)(1) of the Plan shall apply.

                              a.    Same eligibility requirements. In satisfying
                                    the top-heaving minimum allocation
                                    requirements set forth in Section 3.01(E) of
                                    the Plan, if the Employees benefiting under
                                    each of the paired plans are identical, the
                                    top-heaving minimum allocation shall be made
                                    to the money purchase pension plan.

                              b.    Different eligibility requirements. In
                                    satisfying the top-heaving minimum
                                    allocation requirements set forth in Section
                                    3.01(E) of the Plan, if the Employees
                                    benefiting under each of the paired plans
                                    are not identical, the top-heaving minimum
                                    allocations will be made to both of the
                                    paired plans.

                              A Participant is treated as benefiting under the
                              Plan for any Plan year during which the
                              Participant received or is deemed to receive an
                              allocation in accordance with Section
                              1.410(b)-3(a).

                         2.   Only One Plan Can Be Integrated - If the Employer
                              maintains paired plans, only one of the Plans may
                              provide for the disparity in contributions which
                              is permitted under Section 401(1) of the Code. In
                              the event that both Adoption Agreements provide
                              for such integration, only the money purchase
                              pension plan shall be deemed to be integrated.

                    G.   Return of the Employer Contribution to the Employer
                         Under Special Circumstances - Any Contribution made by
                         the Employer because of a mistake of fact must be
                         returned to the Employer within one year of the
                         contribution.

                         In the event that the Commissioner of Internal Revenue
                         determines that the Plan is not initially qualified
                         under the Code, any contributions made incident to that
                         initial qualification by the Employer must be returned
                         to the Employer within one year after the date the
                         initial qualification is denied, but only if the
                         application for qualification is made by the time
                         prescribed by law for filing the Employer's return for
                         the taxable year in which the Plan is adopted, or such
                         later date as the Secretary of the Treasury may
                         prescribe.

                         In the event that a contribution made by the Employer
                         under this Plan is conditioned on deductibility and is
                         not deductible under Code Section 404, the
                         contribution, to the extent of the amount disallowed,
                         must be returned to the Employer within one year after
                         the deduction is disallowed.

                    H.   Omission of Participant

                         1.   If the Plan is a money purchase plan or a target
                              benefit plan and, if in any Plan Year, any
                              Employee who should be included as a Participant
                              is erroneously omitted and discovery of such
                              omission is not made until after a contribution by
                              the Employer for the year has been made and
                              allocated, the Employer shall make a subsequent
                              contribution to include earnings thereon, with
                              respect to the omitted Employee in the amount
                              which the Employer would have contributed with
                              respect to that Employee had he or she not been
                              omitted.

                         2.   If the Plan is a profit sharing plan, and if in
                              any Plan Year, any Employee who should be included
                              as a Participant is erroneously omitted and
                              discovery of such omission is not made until after
                              the Employer Contribution has been made and
                              allocated, then the Plan Administrator must re-do
                              the allocation (if a correction can be made) and
                              inform the Employee. Alternatively, the Employer
                              may choose to contribute for the omitted Employee
                              the amount to include earnings thereon, which the
                              Employer would have contributed for the Employee.

                                       11
<PAGE>   17


            3.02    NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
                    This Plan will not accept Nondeductible Employee
                    Contributions and matching contributions for Plan Years
                    beginning after the Plan Year in which this Plan is adopted
                    by the Employer. Nondeductible Employee Contributions for
                    Plan Years beginning after December 31, 1986, together with
                    any matching contributions as defined in Section 410(m) of
                    the Code, will be limited so as to meet the
                    nondiscrimination test of Section 401(m) of the Code.
                    A separate account will be maintained by the Plan
                    Administrator for the Nondeductible Employee Contributions
                    of each Participant.

                    A Participant may, upon a written request submitted to the
                    Plan Administrator withdraw the lesser of the portion of his
                    or her Individual Account attributable to his or her
                    Nondeductible Employee Contributions or the amount he or she
                    contributed as Nondeductible Employee Contributions.

                    Nondeductible Employee Contributions and earnings thereon
                    will be nonforfeitable at all times. No Forfeiture will
                    occur solely as a result of an Employee's withdrawal of
                    Nondeductible Employee Contributions.

                    The Plan Administrator will not accept deductible employee
                    contributions which are made for a taxable year beginning
                    after December 31, 1986. Contributions made prior to that
                    date will be maintained in a separate account which will be
                    nonforfeitable at all times. The account will share in the
                    gains and losses of the Fund in the same manner as described
                    in Section 4.03 of the Plan. No part of the deductible
                    employee contribution account will be used to purchase life
                    insurance. Subject to Section 6.05, joint and survivor
                    annuity requirements (if applicable), the Participant may
                    withdraw any part of the deductible employee contribution
                    account by making a written application to the Plan
                    Administrator.

            3.03    ROLLOVER CONTRIBUTIONS
                    If so indicated in the Adoption Agreement, an Employee may
                    contribute a rollover contribution to the Plan. The Plan
                    Administrator may require the Employee to submit a written
                    certification that the contribution qualifies as a rollover
                    contribution under the applicable provisions of the Code. If
                    it is later determined that all or part of a rollover
                    contribution was ineligible to be rolled into the Plan, the
                    Plan Administrator shall direct that any ineligible amounts,
                    plus earnings attributable thereto, be distributed from the
                    Plan to the Employee as soon as administratively feasible.

                    A separate account shall be maintained by the Plan
                    Administrator for each Employee's rollover contributions
                    which will be nonforfeitable at all times. Such account will
                    share in the income and gains and losses of the Fund in the
                    manner described in Section 4.03 and shall be subject to the
                    Plan's provisions governing distributions.

                    The Employer may, in a uniform and nondiscriminatory manner,
                    only allow Employees who have become participants in the
                    Plan to make rollover contributions.

            3.04    TRANSFER CONTRIBUTIONS
                    If so indicated in the Adoption Agreement, the Trustee (or
                    Custodian, if applicable) may receive any amounts
                    transferred to it from the trustee or custodian of another
                    plan qualified under Code Section 401(a). If it is later
                    determined that all or part of a transfer contribution was
                    ineligible to be transferred into the Plan, the Plan
                    Administrator shall direct that any ineligible amounts, plus
                    earnings attributable thereto, be distributed from the Plan
                    to the Employee as soon as administratively feasible.

                    A separate account shall be maintained by the Plan
                    Administrator for each Employee's transfer contributions
                    which will be nonforfeitable at all times. Such account will
                    share in the income and gains and losses of the Fund in the
                    manner described in Section 4.03 and shall be subject to the
                    Plan's provisions governing distributions. Notwithstanding
                    any provisions of this Plan to the contrary, to the extent
                    that any optional form of benefit under this Plan permits a
                    distribution prior to the Employee's retirement, death,
                    Disability, or severance from employment, and prior to Plan
                    termination, the optional form of benefit is not available
                    with respect to benefits attributable to assets (including
                    the post-transfer earnings thereon) and liabilities that are
                    transferred, within the meaning of Section 414(l) of the
                    Internal Revenue Code, to this Plan from a money purchase
                    pension plan qualified under Section 401(a) of the Internal
                    Revenue Code (other than any portion of those assets and
                    liabilities attributable to voluntary employee
                    contributions).

                    The Employer may, in a uniform and nondiscriminatory manner,
                    only allow Employees who have become Participants in the
                    Plan to make transfer contributions.

            3.05    LIMITATION ON ALLOCATIONS

                    A.   If the Participant does not participate in, and has
                         never participated in another qualified plan maintained
                         by the Employer or a welfare benefit fund, as defined
                         in Section 419(e) of the Code maintained by the
                         Employer, or an individual medical account, as defined
                         in Section 415(1)(2) of the Code, or a simplified
                         employee pension plan, as defined in Section 408(k) of
                         the Code, maintained by the Employer, which provides an
                         annual addition as defined in Section 3.08(E)(1), the
                         following rules shall apply:

                         1.   The amount of annual additions which may be
                              credited to the Participant's Individual Account
                              for any limitation year will not exceed the lesser
                              of the maximum permissible amount or any other
                              limitation contained


                                       12
<PAGE>   18


                              in this Plan. If the Employer Contribution what
                              would otherwise be contributed or allocated to the
                              Participant's Individual Account would cause the
                              annual additions for the limitation year to exceed
                              the maximum permissible amount, the amount
                              contributed or allocated will be reduced so that
                              the annual additions for the limitation year will
                              equal the maximum permissible amount.

                         2.   Prior to determining the Participant's actual
                              Compensation for the limitation year, the Employer
                              may determine the maximum permissible amount for a
                              Participant on the basis of a reasonable
                              estimation of the Participant's Compensation for
                              the limitation year, uniformly determined for all
                              Participants similarly situated.

                         3.   As soon as administratively feasible after the end
                              of the limitation year, the maximum permissible
                              amount for the limitation year will be determined
                              on the basis of the Participant's actual
                              Compensation for the limitation year.

                         4.   If pursuant to Section 3.05(A)(3) or as a result
                              of the allocation of Forfeitures there is an
                              excess amount, the excess will be disposed of as
                              follows:

                              a.    Any Nondeductible Employee Contributions, to
                                    the extent they would reduce the excess
                                    amount, will be returned to the Participant;

                              b.    If after the application of paragraph (a) an
                                    excess amount still exists, and the
                                    Participant is covered by the Plan at the
                                    end of the limitation year, the excess
                                    amount in the Participant's Individual
                                    Account will be used to reduce Employer
                                    Contributions (including any allocation of
                                    Forfeitures) for such participant in the
                                    next limitation year, and each succeeding
                                    limitation year if necessary;

                              c.    If after the application of paragraph (b) an
                                    excess amount still exists, and the
                                    Participant is not covered by the Plan at
                                    the end of the limitation year, the excess
                                    amount will be held unallocated in a
                                    suspense account. The suspense account will
                                    be applied to reduce future Employer
                                    Contributions (including allocation of any
                                    Forfeitures) for all remaining Participants
                                    in the next limitation year, and each
                                    succeeding limitation year if necessary;

                              d.    If a suspense account is in existence at any
                                    time during a limitation year pursuant to
                                    this Section, it will not participate in the
                                    allocation of the Fund's investment gains
                                    and losses. If a suspense account is in
                                    existence at any time during a particular
                                    limitation year, all amounts in the suspense
                                    account must be allocated and reallocated to
                                    Participants' Individual Accounts before any
                                    Employer Contributions or any Nondeductible
                                    Employee Contributions may be made to the
                                    Plan for that limitation year. Excess
                                    amounts may not be distributed to
                                    Participants or former Participants.

                    B.   If, in addition to this Plan, the Participant is
                         covered under another qualified master or prototype
                         defined contribution plan maintained by the Employer, a
                         welfare benefit fund maintained by the Employer, an
                         individual medical account maintained by the Employer,
                         or a simplified employee pension maintained by the
                         Employer that provides an annual addition as defined in
                         Section 3.05(E) (1), during any limitation year, the
                         following rules apply:

                         1.   The annual additions which may be credited to a
                              Participant's Individual Account under this Plan
                              for any such limitation year will not exceed the
                              maximum permissible amount reduced by the annual
                              additions credited to a Participant's Individual
                              Account under the other qualified master or
                              prototype plans, welfare benefit funds, individual
                              medical accounts and simplified employee pensions
                              for the same limitation year. If the annual
                              additions with respect to the Participant under
                              other qualified master or prototype defined
                              contribution plans, welfare benefit funds,
                              individual medical accounts and simplified
                              employee pensions maintained by the Employer are
                              less that the maximum permissible amount and the
                              Employer Contribution that would otherwise be
                              contributed or allocated to the Participant's
                              Individual Account under this Plan would cause the
                              annual additions for the limitation year to exceed
                              this limitation, the amount contributed or
                              allocated will be reduced so that the annual
                              additions under all such plans and funds for the
                              limitation year will equal the maximum permissible
                              amount. If the annual additions with respect to
                              the Participant under such other qualified master
                              or prototype defined contribution plans, welfare
                              benefit funds, individual medical accounts and
                              simplified employee pensions in the aggregate are
                              equal to or greater than the maximum permissible
                              amount, no amount will be contributed or allocated
                              to the Participant's Individual Account under this
                              Plan for the limitation year.

                         2.   Prior to determining the Participant's actual
                              Compensation for the limitation year, the Employer
                              may determine the maximum permissible amount for a
                              Participant in the manner described in Section
                              3.05(A)(2).

                         3.   As soon as is administratively feasible after the
                              end of the limitation year, the maximum
                              permissible amount for the limitation year will be
                              determined on the basis of the Participant's
                              actual Compensation for the limitation year.

                         4.   If, pursuant to Section 3.05(B)(3) or as a result
                              of the allocation of Forfeitures a Participant's
                              annual additions under this Plan and such other
                              plans would result in an excess amount for a
                              limitation year, the excess amount


                                       13
<PAGE>   19


                              will be deemed to consist of the annual additions
                              last allocated, except that annual additions
                              attributable to a simplified employee pension will
                              be deemed to have been allocated first, followed
                              by annual additions to a welfare benefit fund or
                              individual medical account, regardless of the
                              actual allocation date.

                         5.   If an excess amount was allocated to a Participant
                              on an allocation date of this Plan which coincides
                              with an allocation date of another plan, the
                              excess amount attributed to this Plan will be the
                              product of,

                              a.    the total excess amount allocated as of such
                                    date, times

                              b.    the ratio of (I) the annual additions
                                    allocated to the Participant for the
                                    limitation year as of such date under this
                                    Plan to (ii) the total annual additions
                                    allocated to the Participant for the
                                    limitation year as of such date under this
                                    and all the other qualified prototype
                                    defined contribution plans.

                         6.   Any excess amount attributed to this Plan will be
                              disposed in the manner described in Section
                              3.05(A)(4).

                    C.   If the Participant is covered under another qualified
                         defined contribution plan maintained by the Employer
                         which is not a master or prototype plan, annual
                         additions which may be credited to the Participant's
                         Individual Account under this Plan for any limitation
                         year will be limited in accordance with Sections
                         3.05(B)(1) through 3.05(B)(6) as though the other plan
                         were a master or prototype plan unless the Employer
                         provides other limitations in the Section of the
                         Adoption Agreement titled "Limitation on Allocation -
                         More Than One Plan."

                    D.   If the Employer maintains, or at any time maintained, a
                         qualified defined benefit plan covering any Participant
                         in this Plan, the sum of the Participant's defined
                         benefit plan fraction and defined contribution plan
                         fraction will not exceed 1.0 in any limitation year.
                         The annual additions which may be credited to the
                         Participant's Individual Account under this Plan for
                         any limitation year will be limited in accordance with
                         the Section of the Adoption Agreement titled
                         "Limitation on Allocation - More Than One Plan."

                    E.   The following terms shall have the following meanings
                         when used in this Section 3.05:

                         1.   Annual additions: The sum of the following amounts
                              credited to a Participant's Individual Account for
                              the limitation year:

                              a.    Employer Contributions,

                              b.    Nondeductible Employee Contributions,

                              c.    Forfeitures,

                              d.    amounts allocated, after March 31, 1984, to
                                    an individual medical account, as defined in
                                    Section 415(1)(2) of the Code, which is part
                                    of a pension or annuity plan maintained by
                                    the Employer are treated as annual additions
                                    to a defined contribution plan. Also amounts
                                    derived from contributions paid or accrued
                                    after December 31, 1985, in taxable years
                                    ending after such date, which are
                                    attributable to post-retirement medical
                                    benefits, allocated to the separate account
                                    of a key employee, as defined in Section
                                    419A(d)(3) of the Code, under a welfare
                                    benefit fund, as defined in Section 419(e)
                                    of the Code, maintained by the Employer are
                                    treated as annual additions to a defined
                                    contribution plan, and

                              e.    allocations under a simplified employee
                                    pension.

                              For this purpose, any excess amount applied under
                              Section 3.06(A)(4) or 3.05(B)(6) in the limitation
                              year to reduce Employer Contributions will be
                              considered annual additions for such limitation
                              year.

                         2.   Compensation: Means Compensation as defined in
                              Section 1.07 of the Plan except that Compensation
                              for purposes of this Section 3.05 shall not
                              include any amounts contributed by the Employer
                              pursuant to a salary reduction agreement and which
                              is not includible in the gross income of the
                              Employee under Sections 125, 402(s)(3),
                              402(h)(1)(B) or 403(b) of the Code even if the
                              Employer has elected to include such contributions
                              in the definition of Compensation used for other
                              purposes under the Plan. Further, any other
                              exclusion the Employer has elected (such as the
                              exclusion of certain types of pay or pay earned
                              before the Employee enters the Plan) will be apply
                              for purposes of this Section.

                              Notwithstanding the preceding sentence,
                              Compensation for a Participant in a defined
                              contribution plan who is permanently and totally
                              disabled (as defined in Section 22(e)(3) of the
                              Code) is the Compensation such Participant would
                              have received for the limitation year if the
                              Participant had been paid at the rate of
                              Compensation paid immediately before becoming
                              permanently and totally disabled; such imputed
                              Compensation for the disabled Participant may be
                              taken into account only if the Participant is not
                              a Highly Compensated Employee (as defined in
                              Section 414(q) of the Code) and contributions made
                              on behalf of such Participant are nonforfeitable
                              when made.


                                       14
<PAGE>   20

                         3.   Defined benefit fraction: A Fraction, the
                              numerator of which is the sum of the Participant's
                              projected annual benefits under all the defined
                              benefit plans (whether or not terminated)
                              maintained by the Employer, and the denominator of
                              which is the lesser of 125% of the dollar
                              limitation determined for the limitation year
                              under Section 415(b) and (d) of the Code or 140%
                              of the highest average compensation, including any
                              adjustments under Section 415(b) of the Code.

                              Notwithstanding the above, if the Participant was
                              a Participant as of the first day of the first
                              limitation year beginning after December 31, 1986,
                              in one or more defined benefit plans maintained by
                              the Employer which were in existence on May 6,
                              1986, the denominator of this fraction will not be
                              less than 125% of the sum of the annual benefits
                              under such plans which the Participant had accrued
                              as of the close of the last limitation year
                              beginning before January 1, 1987, disregarding any
                              changes in the terms and conditions of the plan
                              after May 5, 1986. The preceding sentence applies
                              only if the defined benefit plans individually and
                              in the aggregate satisfied the requirements of
                              Section 415 of the Code for all limitation years
                              beginning before January 1, 1987.

                         4.   Defined contribution dollar limitation: $30,000 or
                              if greater, one-fourth of the defined benefit
                              dollar limitation set forth in Section 415(b)(1)
                              of the Code as in effect for the limitation year.

                         5.   Defined contribution fraction: A fraction, the
                              numerator of which is the sum of the annual
                              additions to the Participant's account under all
                              the defined contribution plans (whether or not
                              terminated) maintained by the Employer for the
                              current and all prior limitation years (including
                              the annual additions attributable to the
                              participant's nondeductible employee contributions
                              to all defined benefit plans, whether or not
                              terminated, maintained by the Employer, and the
                              annual additions attributable to all welfare
                              benefit funds, as defined in Section 419(e) of the
                              Code, individual medical accounts, and simplified
                              employee pensions, maintained by the Employer),
                              and the denominator of which is the sum of the
                              maximum aggregate amounts for the current and all
                              prior limitation years of service with the
                              Employer (regardless of whether a defined
                              contribution plan was maintained by the Employer).
                              The maximum aggregate amount in any limitation
                              year is the lesser of 125% of the dollar
                              limitation determined under Section 415(b) and (d)
                              of the Code in effect under Section 415(c)(1)(A)
                              of the Code or 35% of the Participant's
                              Compensation for such year.

                              If the Employee was a Participant as of the end of
                              the first day of the first limitation year
                              beginning after December 31, 1986, in one or more
                              defined contribution plans maintained by the
                              Employer which were in existence on May 6, 1986,
                              the numerator of this fraction will be adjusted if
                              the sum of this fraction and the defined benefit
                              fraction would otherwise exceed 1.0 under the
                              terms of this Plan. Under the adjustment, an
                              amount equal to the product of (1) the excess of
                              the sum of the fractions over 1.0 times (2) the
                              denominator of this fraction, will be permanently
                              subtracted from the numerator of this fraction.
                              The adjustment is calculated using the fractions
                              as they would be computed as of the end of the
                              last limitation year beginning before January 1,
                              1987, and disregarding any changes in the terms
                              and conditions of the Plan made after May 5, 1986,
                              but using the Section 415 limitation applicable to
                              the first limitation year beginning on or after
                              January 1, 1987.

                              The annual addition for any limitation year
                              beginning before January 1, 1987, shall not be
                              recomputed to treat all Nondeductible Employee
                              Contributions as annual additions.

                         6.   Employer: For purposes of this Section 3.05,
                              Employer shall mean the Employer that adopts this
                              Plan, and all members of a controlled group of
                              corporations (as defined in Section 414(b) of the
                              Code as modified by Section 415(h), all commonly
                              controlled trades or businesses (as defined in
                              Section 414(c) as modified by Section 415(h) or
                              affiliated service groups (as defined in Section
                              414(m) of which the adopting Employer is a part,
                              and any other entity required to be aggregated
                              with the Employer pursuant to regulations under
                              Section 414(o) of the Code.

                         7.   Excess amount: The excess of the Participant's
                              annual additions for the limitation year over the
                              maximum permissible amount.

                         8.   Highest average compensation: The average
                              compensation for the three consecutive years of
                              service with the Employer that produces the
                              highest average.

                         9.   Limitation year: A calendar year, or the
                              12-consecutive month period elected by the
                              Employer in the Adoption Agreement. All qualified
                              plans maintained by the Employer must use the same
                              limitation year. If the limitation year is amended
                              to a different 12-consecutive month period, the
                              new limitation year must begin on a date within
                              the limitation year in which the amendment is
                              made.

                         10.  Master or prototype plan: A plan the form of which
                              is the subject of a favorable opinion letter from
                              the Internal Revenue Service.

                         11.  Maximum permissible amount: The maximum annual
                              addition that may be contributed or allocated to a
                              Participant's Individual Account under the Plan
                              for any limitation year shall not exceed the
                              lesser of:


                                       15
<PAGE>   21


                              a.    the defined contribution dollar limitation,
                                    or

                              b.    25% of the Participant's Compensation for
                                    the limitation year.

                              The compensation limitation referred to in (b)
                              shall not apply to any contribution for medical
                              benefits (within the meaning of Section 401(h) or
                              Section 419A(f)(2) of the Code) which is otherwise
                              treated as an annual addition under Section
                              415(1)(1) or 419A(d)(2) of the Code.

                              If a short limitation year is created because of
                              an amendment changing the limitation year to a
                              different 12-consecutive month period, the maximum
                              permissible amount will not exceed the defined
                              contribution dollar limitation multiplied by the
                              following fraction:

                                Number of months in the short limitation year
                                ---------------------------------------------
                                                       12

                         12.  Projected annual benefit: The annual retirement
                              benefit (adjusted to an actuarially equivalent
                              straight life annuity if such benefit is expressed
                              in a form other than a straight life annuity or
                              qualified joint and survivor annuity) to which the
                              Participant would be entitled under the terms of
                              the Plan assuming:

                              a.    the Participant will continue employment
                                    until Normal Retirement Age under the Plan
                                    (or current age, if later), and

                              b.    the Participant's Compensation for the
                                    current limitation year and all other
                                    relevant factors used to determine benefits
                                    under the Plan will remain constant for all
                                    future limitation years.

                              Straight life annuity means an annuity payable in
                              equal installments for the life of the participant
                              that terminates upon the Participant's death.

SECTION FOUR        INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION

            4.01    INDIVIDUAL ACCOUNTS

                    A.   The Plan Administrator shall establish and maintain an
                         Individual Account in the name of each Participant to
                         reflect the total value of his or her interest in the
                         Fund. Each Individual Account established hereunder
                         shall consist of such subaccounts as may be needed for
                         each Participant including:

                         1.   a subaccount to reflect Employer Contributions and
                              Forfeitures allocated on behalf of a Participant;
                         2.   a subaccount to reflect a Participant's rollover
                              contributions;
                         3.   a subaccount to reflect a Participant's transfer
                              contributions;
                         4.   a subaccount to reflect a Participant's
                              Nondeductible Employee Contributions; and
                         5.   a subaccount to reflect a Participant's deductible
                              employee contributions.

                    B.   The Plan Administrator may establish additional
                         accounts as it may deem necessary for the proper
                         adminstration of the Plan, including, but not limited
                         to, a suspense account for Forfeitures as required
                         pursuant to Section 6.01(D).

            4.02    VALUATION OF FUND
                    The Fund will be valued each Valuation Date at fair market
                    value.

            4.03    VALUATION OF INDIVIDUAL ACCOUNTS
                    A.   Where all or a portion of the assets of a Participant's
                         Individual Account are invested in a Separate Fund for
                         the Participant, then the value of that portion of such
                         Participant's Individual Account at any relevant time
                         equals the sum of the fair market values of the assets
                         in such Separate Fund, less any applicable charges or
                         penalties.

                    B.   The fair market value of the remainder of each
                         Individual Account is determined in the following
                         manner:

                         1.   First, the portion of the Individual Account
                              invested in each Investment Fund as of the
                              previous Valuation Date is determined. Each such
                              portion is reduced by any withdrawal made from the
                              applicable Investment Fund to or for the benefit
                              of a Participant or the Participant's Beneficiary,
                              further reduced by any amounts forfeited by the
                              Participant pursuant to Section 6.01(D) and
                              further reduced by any transfer to another
                              Investment Fund since the previous Valuation Date
                              and is increased by any amount transferred from
                              another Investment Fund since the previous
                              Valuation Date. The resulting amounts are the net
                              Individual Account portions invested in the
                              Investment Funds.

                         2.   Secondly, the net Individual Account portions
                              invested in each Investment Fund are adjusted
                              upwards or downwards, pro rata (i.e., ratio of
                              each net Individual Account portion of the sum of
                              all net Individual Account


                                       16
<PAGE>   22

                              portions) so that the sum of all the net
                              Individual Account portions invested in an
                              Investment Fund will equal the then fair market
                              value of the Investment Fund. Notwithstanding the
                              previous sentence, for the first Plan Year only,
                              the net Individual Account portions shall be the
                              sum of all contributions made to each
                              Participant's Individual Account during the first
                              Plan year.



                                       17
<PAGE>   23


                         3.   Thirdly, any contributions to the Plan and
                              Forfeitures are allocated in accordance with the
                              appropriate allocation provisions of Section 3.
                              For purposes of Section 4, contributions made by
                              the Employer for any Plan year but after that Plan
                              Year will be considered to have been made on the
                              last day of that Plan year regardless of when paid
                              to the Trustee (or Custodian, if applicable).

                              Amounts contributed between Valuation Dates will
                              not be credited with investment gains or losses
                              until the next following Valuation Date.

                         4.   Finally, the portions of the Individual Account
                              invested in each investment Fund (determined in
                              accordance with (1), (2) and (3) are added
                              together.

            4.04    MODIFICATION OF METHOD FOR VALUING INDIVIDUAL ACCOUNTS
                    If necessary or appropriate, the Plan Administrator may
                    establish different or additional procedures (which shall be
                    uniform and nondiscriminatory) for determining the fair
                    market value of the Individual Accounts.

            4.05    SEGREGATION OF ASSETS
                    If a Participant elects a mode of distribution other than a
                    lump sum, the Plan Administrator may place that
                    Participant's account balance into a segregated Investment
                    Fund for the purpose of maintaining the necessary liquidity
                    to provide benefit installments on a periodic basis.

            4.06    STATEMENT OF INDIVIDUAL ACCOUNTS
                    No later than 270 days after the close of each Plan Year,
                    the Plan Administrator shall furnish a statement to each
                    Participant indicating the Individual Account balances of
                    such Participant as of the last Valuation Date in such Plan
                    year.

SECTION FIVE        TRUSTEE OR CUSTODIAN

            5.01    CREATION OF FUND
                    By adopting this Plan, the Employer establishes the Fund
                    which shall consist of the assets of the Plan held by the
                    Trustee (or Custodian, if applicable) pursuant to this
                    Section 5. Assets within the Fund may be pooled on behalf of
                    all Participants, earmarked on behalf of each Participant or
                    be a combination of pooled and earmarked. To the extent that
                    assets are earmarked for a particular Participant, they will
                    be held in a Separate Fund for that Participant.

                    No part of the corpus or income of the Fund may be used for,
                    or diverted to, purposes other than for the exclusive
                    benefit of Participants or their Beneficiaries.

            5.02    INVESTMENT AUTHORITY
                    Except as provided in Section 5.14 (relating to individual
                    direction of investments by Participants), the Employer, not
                    the Trustee (or Custodian, if applicable) shall have
                    exclusive management and control over the investment of the
                    Fund into any permitted investment. Notwithstanding the
                    preceding sentence, a Trustee may make an agreement with the
                    Employer whereby the Trustee will manage the investment of
                    all or a portion of the Fund. Any such agreement shall be in
                    writing and set forth such matters as the Trustee deems
                    necessary or desirable.

            5.03    FINANCIAL ORGANIZATION CUSTODIAN OR TRUSTEE WITHOUT FULL
                    TRUST POWERS
                    This Section 5.03 applies where a financial organization has
                    indicated in the Adoption Agreement that it will serve, with
                    respect to this Plan, as Custodian or as Trustee without
                    full trust powers (under applicable law). Hereinafter, a
                    financial organization Trustee without full trust powers
                    (under applicable law) shall be referred to as a Custodian.
                    The Custodian shall have no discretionary authority with
                    respect to the management of the Plan or the Fund but will
                    act only as directed by the entity who has such authority.

                    A.   Permissible Investments - The assets of the Plan shall
                         be invested only in those investments which are
                         available through the Custodian in the ordinary course
                         of business which the Custodian may legally hold in a
                         qualified plan and which the Custodian chooses to make
                         available to Employers for qualified plan investments.
                         Notwithstanding the preceding sentence, the Prototype
                         Sponsor may, as a condition of making the Plan
                         available to the Employer, limit the types of property
                         in which the assets of the Plan may be invested.

                    B.   Responsibilities of the Custodian - The
                         responsibilities of the Custodian shall be limited to
                         the following:

                         1.   To receive Plan contributions and to hold, invest
                              and reinvest the Fund without distinction between
                              principal and interest; provided, however, that
                              nothing in this Plan shall require the Custodian
                              to maintain physical custody of stock certificates
                              (or other indicia of ownership of any type of
                              asset) representing assets within the Fund;

                         2.   To maintain accurate records of contributions,
                              earnings, withdrawals and other information the
                              Custodian deems relevant with respect to the Plan;


                                       18
<PAGE>   24


                         3.   To make disbursements from the Fund to
                              Participants or Beneficiaries upon the proper
                              authorization of the Plan Administrator; and

                         4.   To furnish to the Plan Administrator a statement
                              which reflects the value of the investments in the
                              hands of the Custodian as of the end of each Plan
                              Year and as of any other times as the Custodian
                              and Plan Administrator may agree.

                    C.   Powers of the Custodian - Except as otherwise provided
                         in this Plan, the Custodian shall have the power to
                         take any action with respect to the Fund which it deems
                         necessary or advisable to discharge its
                         responsibilities under this Plan including, but not
                         limited to, the following powers:

                         1.   To invest all or a portion of the Fund (including
                              idle cash balances) in time deposits, savings
                              accounts, money market accounts or similar
                              investments bearing a reasonable rate of interest
                              in the Custodian's own savings department or the
                              savings department of another financial
                              organization;

                         2.   To vote upon any stocks, bonds, or other
                              securities; to give general or special proxies or
                              powers of attorney with or without power of
                              substitution; to exercise any conversion
                              privileges or subscription rights and to make any
                              payments incidental thereto; to oppose, or to
                              consent to, or otherwise participate in ,
                              corporate reorganizations or other changes
                              affecting corporate securities, and to pay any
                              assessment or charges in connection therewith; and
                              generally to exercise any of the powers of an
                              owner with respect to stocks, bonds, securities or
                              other property;

                         3.   To hold securities or other property of the Fund
                              in its own name, in the name of its nominee or in
                              bearer form; and

                         4.   To make, execute, acknowledge, and deliver any and
                              all documents of transfer and conveyance and any
                              and all other instruments that may be necessary or
                              appropriate to carry out the powers herein
                              granted.

            5.04    FINANCIAL ORGANIZATION TRUSTEE WITH FULL TRUST POWERS AND
                    INDIVIDUAL TRUSTEE
                    This Section 5.04 applies where a financial organization has
                    indicated in the Adoption Agreement that it will serve as
                    Trustee with full trust powers. This Section also applies
                    where one or more individuals are named in the Adoption
                    Agreement to serve as Trustee(s).

                    A.   Permissible Investments - The Trustee may invest the
                         assets of the Plan in property of any character, real

                         or personal, including, but not limited to the
                         following: stocks, including share of open-end
                         investment companies (mutual funds); bonds; notes;
                         debentures; options; limited partnership interests;
                         mortgages; real estate or any interests therein; unit
                         investment trusts; Treasury Bills, and other U.S.
                         Government obligations; common trust funds, combined
                         investment trusts, collective trust funds or commingled
                         funds maintained by a bank or similar financial
                         organization (whether or not the Trustee hereunder);
                         savings accounts, time deposits or money market
                         accounts of a bank or similar financial organization
                         (whether or not the Trustee hereunder); annuity
                         contracts; life insurance policies; or in such other
                         investments as is deemed proper without regard to
                         investments authorized by statute or rule of law
                         governing the investment of trust funds but with regard
                         to ERISA and this Plan.

                         Notwithstanding the preceding sentence, the Prototype
                         Sponsor may, as a condition of making the Plan
                         available to the Employer, limit the types of property
                         in which the assets of the Plan may be invested.

                    B.   Responsibilities of the Trustee - The responsibilities
                         of the Trustee shall be limited to the following:

                         1.   To receive Plan contributions and to hold, invest
                              and reinvest the Fund without distinction between
                              principal and interest; provided, however, that
                              nothing in this Plan shall require the Trustee to
                              maintain physical custody of stock certificates
                              (or other indicia of ownership) representing
                              assets within the Fund;

                         2.   To maintain accurate records of contributions,
                              earnings, withdrawals and other information the
                              Trustee deems relevant with respect to the Plan;

                         3.   To make disbursements from the Fund to
                              Participants or Beneficiaries upon the proper
                              authorization of the Plan Administrator; and

                         4.   To furnish to the Plan Administrator a statement
                              which reflects the value of the investments in the
                              hands of the Trustee as of the end of each Plan
                              Year and as of any other times as the Trustee and
                              Plan Administrator may agree.

                    C.   Powers of the Trustee - Except as otherwise provided in
                         this Plan, the Trustee shall have the power to take any
                         action with respect to the Fund which it deems
                         necessary or advisable to discharge its
                         responsibilities under this Plan, including, but not
                         limited to, the following powers:


                                       19
<PAGE>   25


                         1.   To hold any securities or other property of the
                              Fund in its own name, in the name of its nominee
                              or in bearer form:

                         2.   To purchase or subscribe for securities issued, or
                              real property owned, by the Employer or any trade
                              or business under common control with the Employer
                              but only if the prudent investment and
                              diversification requirements of ERISA are
                              satisfied;

                         3.   To sell, exchange, convey, transfer or otherwise
                              dispose of any securities or other property held
                              by the Trustee, by private contract or at public
                              auction. No person dealing with the Trustee shall
                              be bound to see to the application of the purchase
                              money or to inquire into the validity, expediency,
                              or propriety of any such sale or other
                              disposition, with or without advertisement;

                         4.   To vote upon any stocks, bonds, or other
                              securities; to give general or special proxies or
                              powers of attorney with or without power of
                              substitution; to exercise any conversion
                              privileges or subscription rights and to make any
                              payments incidental thereto; to oppose, or to
                              consent to, or otherwise participate in, corporate
                              reorganizations or other changes affecting
                              corporate securities, and to delegate
                              discretionary powers, and to pay any assessment or
                              charges in connection therewith; and generally to
                              exercise any of the powers of an owner with
                              respect to stocks, bonds, securities or other
                              property;

                         5.   To invest any part or all of the Fund (including
                              idle cash balances) in certificates of deposit,
                              demand or time deposits, savings accounts, money
                              market accounts or similar investments of the
                              Trustee (if the Trustee is a bank or similar
                              financial organization), the Prototype Sponsor or
                              any affiliate of such Trustee or Prototype
                              Sponsor, which bear a reasonable rate of interest;

                         6.   To provide sweep services without the Receipt by
                              the Trustee of additional compensation or other
                              consideration (other than reimbursement of direct
                              expenses properly and actually incurred in the
                              performance of such services);

                         7.   To hold in the form of cash for distribution or
                              investment such portion of the Fund as, at any
                              time and from time-to-time, the Trustee shall deem
                              prudent and deposit such cash in interest bearing
                              or noninterest bearing accounts:

                         8.   To make, execute, acknowledge, and deliver any and
                              all documents of transfer and conveyance and any
                              and all other instruments that may be necessary or
                              appropriate to carry out the powers herein
                              granted;

                         9.   To settle, compromise, or submit to arbitration
                              any claims, debts, or damages due or owing to or
                              from the Plan, to commence or defend suits or
                              legal or administrative proceedings, and to
                              represent the Plan in all suits and legal and
                              administrative proceedings;

                         10.  To employ suitable agents and counsel, to contract
                              with agents to perform administrative and
                              recordkeeping duties and to pay their reasonable
                              expenses, fees and compensation, and such agent or
                              counsel may or may not be agent or counsel for the
                              Employer;

                         11.  To cause any or all of the Fund, without
                              limitation as to amount, to be commingled with the
                              funds of other trusts (including trusts for
                              qualified employee benefit plans) by causing such
                              money to be invested as a part of any pooled,
                              common, collective or commingled trust fund
                              (including any such fund described in the Adoption
                              Agreement) heretofore or hereafter created by any
                              Trustee (if the Trustee is a bank), by the
                              Prototype Sponsor, by any affiliate bank of such a
                              Trustee or by such a Trustee or the Prototype
                              Sponsor, or by such an affiliate in participation
                              with others; the instrument or instruments
                              establishing such trust fund or funds, as amended,
                              being made part of this Plan and trust so long as
                              any portion of the Fund shall be invested through
                              the medium thereof; and

                         12.  Generally to do all such acts, execute all such
                              instruments, initiate such proceedings, and
                              exercise all such rights and privileges with
                              relation to property constituting the Fund as if
                              the Trustee were the absolute owner thereof.

            5.05    DIVISION OF FUND INTO INVESTMENT FUNDS
                    The Employer may direct the Trustee or Custodian) from
                    time-to-time to divide and redivide the Fund into one or
                    more Investment Funds. Such Investment Funds may include,
                    but not be limited to, Investment Funds representing the
                    assets under the control of an investment manager pursuant
                    to Section 5.12 and Investment Funds representing investment
                    options available for individual direction by Participants
                    pursuant to Section 5.14. Upon each division or redivision,
                    the Employer may specify the part of the Fund to be
                    allocated to each such Investment Fund and the terms and
                    conditions, if any, under which the assets in such
                    Investment Fund shall be invested.

            5.06    COMPENSATION AND EXPENSES
                    The Trustee (or Custodian, if applicable) shall receive such
                    reasonable compensation as may be agreed upon by the Trustee
                    (or Custodian) and the Employer. The Trustee (or Custodian)
                    shall be entitled to reimbursement by the Employer



                                       20
<PAGE>   26


                    for all proper expenses incurred in carrying out is or her
                    duties under this Plan, including reasonable legal,
                    accounting and acturial expenses. If not paid by the
                    Employer, such compensation and expenses may be charged
                    against the Fund.

                    All taxes of any kind that may be levied or assessed under
                    existing or future laws upon, or in respect of, the Fund or
                    the income thereof shall be paid from the Fund.

            5.07    NOT OBLIGATED TO QUESTION DATA
                    The Employer shall furnish the Trustee (or Custodian, if
                    applicable) and Plan Administrator the information which
                    each party deems necessary for the administration of the
                    Plan including, but not limited to, changes in a
                    Participant's status, eligibility, mailing addresses and
                    other such data as may be required. The Trustee (or
                    Custodian) and Plan Administrator shall be entitled to act
                    on such information as is supplied them and shall have no
                    duty or responsibility to further verify or question such
                    information.

            5.08    LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS
                    The Plan Administrator shall be responsible for withholding
                    federal income taxes from distributions from the Plan,
                    unless the Participant (or Beneficiary, where applicable)
                    elects not to have such taxes withheld. The Trustee (or
                    Custodian) or other payor may act as agent for the Plan
                    Administrator to withhold such taxes and to make the
                    appropriate distribution reports, if the Plan Administrator
                    furnishes all the information to the Trustee (or Custodian)
                    or other payor it may need to do withholding and reporting.

            5.09    RESIGNATION OR REMOVAL OF TRUSTEE (OR CUSTODIAN)
                    The Trustee (or Custodian, if applicable) may resign at any
                    time by giving 30 days advance written notice to the
                    Employer. The resignation shall become effective 30 days
                    after receipt of such notice unless a shorter period is
                    agreed upon.

                    The Employer may remove any Trustee (or Custodian) at any
                    time by giving written notice to such Trustee (or Custodian)
                    and such removal shall be effective 30 days after receipt of
                    such notice unless a shorter period is agreed upon. The
                    Employer shall have the power to appoint a successor Trustee
                    (or Custodian).

                    Upon such resignation or removal, if the resigning or
                    removed Trustee (or Custodian) is the sole Trustee (or
                    Custodian), he or she shall transfer all of the assets of
                    the Fund then held by such Trustee (or Custodian) as
                    expeditiously as possible to the successor Trustee (or
                    Custodian) after paying or reserving such reasonable amount
                    as he or she shall deem necessary to provide for the expense
                    in the settlement of the accounts and the amount of any
                    compensation due him or her and any sumschargeable against
                    the Fund for which he or she may be liable. If the Funds as
                    reserved are not sufficient for such purpose, then he or she
                    shall be entitled to reimbursement from the successor
                    Trustee (or Custodian) out of the assets in the successor
                    Trustee's (or Custodian's) hands under this Plan. If the
                    amount reserved shall be in excess of the amount actually
                    needed, the former Trustee (or Custodian) shall return such
                    excess to the successor Trustee (or Custodian).

                    Upon receipt of the transferred assets, the successor
                    Trustee (or Custodian) shall thereupon succeed to all of the
                    powers and responsibilities given to the Trustee (or
                    Custodian) by this Plan.

                    The resigning or removed Trustee (or Custodian) shall render
                    an accounting to the Employer and unless objected to by the
                    Employer within 30 days of its receipt, the accounting shall
                    be deemed to have been approved and the resigning or removed
                    Trustee (or Custodian) shall be released and discharged as
                    to all matters set forth in the accounting. Where a
                    financial organization is serving as Trustee (or Custodian)
                    and it is merged with or bought by another organization (or
                    comes under the control of any federal or state agency),
                    that organization shall serve as the successor Trustee (or
                    Custodian) of this Plan, but only if it is the type of
                    organization that can so serve under applicable law.

                    Where the Trustee or Custodian is serving as a nonbank
                    trustee or custodian pursuant to Section 1.401-12(n) of the
                    Income Tax Regulations, the Employer will appoint a
                    successor Trustee (or Custodian) upon notification by the
                    Commissioner of Internal Revenue that such substitution is
                    required because the Trustee (or Custodian) has failed to
                    comply with the requirements of Section 1.401-12(n) or is
                    not keeping such records or making such returns or rendering
                    such statements as are required by forms or regulations.

            5.10    DEGREE OF CARE - LIMITATIONS OF LIABILITY
                    The Trustee (or Custodian) shall not be liable for any
                    losses incurred by the Fund by any direction to invest
                    communicated by the Employer, Plan Administrator, investment
                    manager appointed pursuant to Section 5.12 or any
                    Participant or Beneficiary. The Trustee (or Custodian) shall
                    be under no liability for distributions made or other action
                    taken or not taken at the written direction of the Plan
                    Administrator. It is specifically understood that the
                    Trustee (or Custodian) shall have no duty or responsibility
                    with respect tot he determination of matters pertaining to
                    the eligibility of any Employee to become a Participant or
                    remain a Participant hereunder, the amount of benefit to
                    which a Participant or Beneficiary shall be entitled to
                    receive hereunder, whether a distribution to Participant or
                    Beneficiary is appropriate under the terms of the Plan or
                    the size and type of any policy to be purchased from any
                    insurer for any Participant hereunder or similar matters; it
                    being understood that all such responsibilities under the
                    Plan are vested in the Plan Administrator.


                                       21
<PAGE>   27


            5.11    INDEMNIFICATION OF PROTOTYPE SPONSOR AND TRUSTEE (OR
                    CUSTODIAN)
                    Notwithstanding any other provision herein, and except as
                    may be otherwise provided by ERISA, the Employer shall
                    indemnify and hold harmless the Trustee (or Custodian, of
                    applicable) and the Prototype Sponsor, their officers,
                    directors, employees, agents, their heirs, executors,
                    successors and assigns, from and against any and all
                    liabilities, damages, judgments, settlements, losses, costs,
                    charges, or expenses (including legal expenses) at any time
                    arising out of or incurred in connection with any action
                    taken by such parties in the performance of their duties
                    with respect to this Plan, unless there has been a final
                    adjudication of gross negligence or willful misconduct in
                    the performance of such duties.

                    Further, except as may be otherwise provided by ERISA, the
                    Employer will indemnify the Trustee (or Custodian) and
                    Prototype Sponsor from any liability, claim or expense
                    (including legal expense) which the Trustee (or Custodian)
                    and Prototype Sponsor shall incur by reason of or which
                    results, in whole or in part, from the Trustee's (or
                    Custodian's) or Prototype Sponsor's reliance on the facts
                    and other directions and elections the Employer communicates
                    or fails to communicate.

            5.12    INVESTMENT MANAGERS

                    A.   Definition of Investment Manager - The Employer may
                         appoint one or more investment managers to make
                         investment decisions with respect to all or a portion
                         of the Fund. The investment manager shall be any firm
                         or individual registered as an investment adviser under
                         the Investment Advisers Act of 1940, a bank as defined
                         in said Act or an insurance company qualified under the
                         laws of more than one state to perform services
                         consisting of the management, acquisition or
                         disposition of any assets of the Plan.

                    B.   Investment Manager's Authority - A separate Investment
                         Fund shall be established representing the assets of
                         the Fund invested at the direction of the investment
                         manager. The investment manager so appointed shall
                         direct the Trustee (or Custodian, if applicable) with
                         respect to the investment of such Investment Fund. The
                         investments which may be acquired at the direction of
                         the investment manager are those described in Section
                         5.03(A) (for Custodians) or Section 5.04(A) (for
                         Trustees).

                    C.   Written Agreement - The Appointment of any investment
                         manager shall be by written agreement between the
                         Employer and the investment manager and a copy of such
                         agreement (and any modification or termination thereof)
                         must be given to the Trustee (or Custodian).

                         The agreement shall set forth, among other matters, the
                         effective date of the investment manager's appointment
                         and an acknowledgment by the investment manager that it
                         is a fiduciary of the Plan under ERISA.

                    D.   Concerning the Trustee (or Custodian) - Written notice
                         of each appointment of an investment manager shall be
                         given to the Trustee (or Custodian) in advance of the
                         effective date of such appointment. Such notice shall
                         specify which portion of the Fund will constitute the
                         Investment Fund subject to the investment manager's
                         direction. The Trustee (or Custodian) shall comply with
                         the investment direction given to it by the investment
                         manager and will not be liable for any loss which may
                         result by reason of any action (or inaction) it takes
                         at the direction of the investment manager.

            5.13    MATTERS RELATING TO INSURANCE
                    A.   If a life insurance policy is to be purchased for a
                         Participant, the aggregate premium for certain life
                         insurance for each Participant must be less than a
                         certain percentage of the aggregate Employer
                         Contributions and Forfeitures allocated to a
                         Participant's Individual Account at any particular time
                         as follows:

                         1.   Ordinary Life Insurance - For purposes of these
                              incidental insurance provisions, ordinary life
                              insurance contracts are contracts with both
                              nondecreasing death benefits and nonincreasing
                              premiums. If such contracts are purchased, less
                              than 50% of the aggregate Employer Contributions
                              and Forfeitures allocated to any Participant's
                              Individual Account will be used to pay the
                              premiums attributable to them.

                         2.   Term and Universal Life Insurance - No more than
                              25% of the aggregate Employer Contributions and
                              Forfeitures allocated to any Participant's
                              Individual Account will be used to pay the
                              premiums on term life insurance contracts,
                              universal life insurance contracts, and all other
                              life insurance contracts which are not ordinary
                              life.

                         3.   Combination - The sum of 50% of the ordinary life
                              insurance premiums and all other life insurance
                              premiums will not exceed 25% of the aggregate
                              Employer Contributions and Forfeitures allocated
                              to any Participant's Individual Account.

                         If this Plan is a profit sharing plan, the above
                         incidental benefits limits do not apply to life
                         insurance contracts purchased with Employer
                         Contributions and Forfeitures that have been in the
                         Participant's Individual Account for at least 2 full
                         Plan Years, measured from the date such contributions
                         were allocated.


                                       22
<PAGE>   28

                    B.   Any dividends or credits earned on insurance contracts
                         for a Participant shall be allocated to such
                         Participant's Individual Account.

                    C.   Subject to Section 6.05, the contracts on a
                         Participant's life will be converted to cash or an
                         annuity or distributed to the participant upon
                         commencement of benefits.

                    D.   The Trustee (or Custodian, if applicable) shall apply
                         for and will be the owner of any insurance contract(s)
                         purchased under the terms of this Plan. The insurance
                         contract(s) must provide that proceeds will be payable
                         to the Trustee (or Custodian), however, the Trustee (or
                         Custodian) shall be required to pay over all proceeds
                         of the contract(s) to the Participant's designated
                         Beneficiary in accordance with the distribution
                         provisions of this Plan. A Participant's spouse will be
                         the designated Beneficiary of the proceeds in all
                         circumstances unless a qualified election has been made
                         in accordance with Section 6.05. Under no circumstances
                         shall the Fund retain any part of the proceeds. In the
                         event of any conflict between the terms of this Plan
                         and the terms of any insurance contract purchased
                         hereunder, the Plan provisions shall control.

                    E.   The Plan Administrator may direct the Trustee (or
                         Custodian) to sell and distribute insurance or annuity
                         contracts to a Participant (or other party as may be
                         permitted) in accordance with applicable law or
                         regulations.

            5.14    DIRECTION OF INVESTMENTS BY PARTICIPANT
                    If so indicated in the Adoption Agreement, each Participant
                    may individually direct the Trustee (or Custodian, if
                    applicable) regarding the investment of part or all of his
                    or her Individual Account. To the extent so directed, the
                    Employer, Plan Administrator, Trustee (or Custodian) and all
                    other fiduciaries are relieved of their fiduciary
                    responsibility under Section 404 of ERISA.

                    The Plan Administrator shall direct that a Separate Fund be
                    established in the name of each Participant who directs the
                    investment of part or all of his or her Individual Account.
                    Each Separate Fund shall be charged or credited (as
                    appropriate) with the earnings, gains, losses or expenses
                    attributable to such Separate Fund. No fiduciary shall be
                    liable for any loss which results from a Participant's
                    individual direction. The assets subject to individual
                    direction shall not be invested in collectibles as that term
                    is defined in Section 408(m) of the Code.

                    The Plan Administrator shall establish such uniform and
                    nondiscriminatory rules relating to individual direction as
                    it deems necessary or advisable including, but not limited
                    to, rules describing (1) which portions of Participant's
                    Individual Account can be individually directed; (2) the
                    frequency of investment changes; (3) the forms and
                    procedures for making investment changes; and (4) the effect
                    of a participant's failure to make a valid direction.

                    The Plan Administrator may, in a uniform and
                    nondiscriminatory manner, limit the available investments
                    for Participants' individual direction to certain specified
                    investment options (including, but not limited to, certain
                    mutual funds, investment contracts, deposit accounts and
                    group trusts). The Plan Administrator may permit, in a
                    uniform and nondiscriminatory manner, a Beneficiary of a
                    deceased Participant or the alternate payee under a
                    qualified domestic relations order (as defined in Section
                    414(p) of the Code) to individually direct in accordance
                    with this Section.

SECTION SIX         VESTING AND DISTRIBUTION

            6.01    DISTRIBUTION TO PARTICIPANT

                    A.   Distributable Events

                         1.   Entitlement to Distribution - The Vested portion
                              of a Participant's Individual Account shall be
                              distributable to the Participant upon (1) the
                              occurrence of any of the distributable events
                              specified in the Adoption Agreement: (2) the
                              Participant's Termination of Employment after
                              attaining Normal Retirement Age; (3) the
                              termination of the Plan; and (4) the Participant's
                              Termination of Employment after satisfying any
                              Early Retirement Age conditions.

                              If a Participant separates from service before
                              satisfying the Early Retirement Age requirement,
                              but has satisfied the service requirement, the
                              Participant will be entitled to elect an early
                              retirement benefit upon satisfaction of such age
                              requirement.

                         2.   Written Request: When Distributed - A Participant
                              entitled to distribution who wishes to receive a
                              distribution must submit a written request to the
                              Plan Administrator. Such request shall be made
                              upon a form provided by the Plan Administrator.
                              Upon a valid request, the Plan Administrator shall
                              direct the Trustee (or Custodian, if applicable)
                              to commence distribution no later than the time
                              specified in the Adoption Agreement for this
                              purpose and, if not specified in the Adoption
                              Agreement, then no later than 90 days following
                              the later of:

                              a.    the close of the Plan Year within which the
                                    event occurs which entitles the Participant
                                    to distribution; or

                              b.    the close of the Plan year in which the
                                    request is received.


                                       23
<PAGE>   29

                         3.   Special Rules for Withdrawals During Service - If
                              this is a profit sharing plan and the Adoption
                              Agreement so provides, a Participant may elect to
                              receive a distribution of all or part of the
                              Vested portion of his or her Individual Account,
                              subject to the requirements of Section 6.05 and
                              further subject to the following limits:

                              a.    Participant for 5 or more years. An Employee
                                    who has been a Participant in the Plan for 5
                                    or more years may withdraw up to the entire
                                    Vested portion of his or her Individual
                                    Account.

                              b.    Participant for less than 5 years. An
                                    Employee who has been a Participant in the
                                    Plan for less than 5 years may withdraw only
                                    the amount which has been in his or her
                                    Individual Account attributable to Employer
                                    Contributions for at least 2 full Plan
                                    Years, measured from the date such
                                    contributions were allocated. However, if
                                    the distribution is on account of hardship,
                                    the Participant may withdraw up to his or
                                    her entire Vested portion of the
                                    Participant's Individual Account. For this
                                    purpose, hardship shall have the meaning set
                                    forth in Section 6.01(A)(4) of the Code.

                         4.   Special Rules for Hardship Withdrawals - If this
                              is a profit sharing plan and the Adoption
                              Agreement so provides, a Participant may elect to
                              receive a hardship distribution of all or part of
                              the Vested portion of his or her Individual
                              Account, subject to the requirements of Section
                              6.05 and further subject to the following limits:

                              a.    Participant for 5 or more years. An Employee
                                    who has been a Participant in the Plan for 5
                                    or more years may withdraw up to the entire
                                    Vested portion of his or her Individual
                                    Account.

                              b.    Participant for less than 5 years. An
                                    Employee who has been a Participant in the
                                    Plan for less than 5 years may withdraw only
                                    the amount which has been in his or her
                                    Individual Account attributable to Employer
                                    Contributions for at least 2 full Plan
                                    years, measured from the date such
                                    contributions were allocated.

                                    For purposes of this Section 6.01(A)(4) and
                                    Section 6.01(A)(3) hardship is defined as an
                                    immediate and heavy financial need of the
                                    Participant where such Participant lacks
                                    other available resources. The following are
                                    the only financial needs considered
                                    immediate and heavy: expenses incurred or
                                    necessary for medical care, described in
                                    Section 213(d) of the Code, of the Employee,
                                    the Employee's spouse or dependents; the
                                    purchase (excluding mortgage payments) or a
                                    principal residence for the Employee;
                                    payment of tuition and related educational
                                    fees for the next 12 months of
                                    post-secondary education for the Employee,
                                    the Employee's spouse, children or
                                    dependents; or the need to prevent the
                                    eviction of the Employee from, or a
                                    foreclosure on the mortgage of, the
                                    Employee's principal residence.

                                    A distribution will be considered as
                                    necessary to satisfy an immediate and heavy
                                    financial need of the Employee only if:

                                    1)  The employee has obtained all
                                        distributions, other than hardship
                                        distributions, and all nontaxable loans
                                        under all plans maintained by the
                                        Employer;
                                    2)  The distribution is not in excess of the
                                        amount of an immediate and heavy
                                        financial need (including amounts
                                        necessary to pay any federal, state or
                                        local income taxes or penalties
                                        reasonably anticipated to result from
                                        the distribution).

                         5.   One-Time In-Service Withdrawal Option - If this
                              is a profit sharing plan and the Employer has
                              elected the one-time in-service withdrawal option
                              in the Adoption Agreement, then Participants will
                              be permitted only one in-service withdrawal during
                              the course of such Participant's employment with
                              the Employer. The amount which the Participant can
                              withdraw will be limited to the lesser of the
                              amount determined under the limits set forth in
                              Section 6.01(A)(3) or the percentage of the
                              Participant's Individual Account specified by the
                              Employer in the Adoption Agreement. Distributions
                              under this Section will be subject to the
                              requirements of Section 6.05.

                         6.   commencement of Benefits - Notwithstanding any
                              other provision, unless the Participant elects
                              otherwise, distribution of benefits will begin no
                              later than the 60th day after the latest of the
                              close of the Plan Year in which:

                              a.    the Participant attains Normal Retirement
                                    Age;

                              b.    occurs the 10th anniversary of the year in
                                    which the Participant commenced
                                    participation in the Plan; or

                              c.    the Participant incurs a Termination of
                                    Employment.

                         Notwithstanding the foregoing, the failure of a
                         Participant and spouse to consent to a distribution
                         while a benefit is immediately distributable, within
                         the meaning of Section 6.02(B) of the Plan, shall be
                         deemed to be an election to defer commencement of
                         payment of any benefit sufficient to satisfy this
                         Section.

                    B.   Determining the Vested Portion - in determining the
                        Vested portion of a Participant's Individual Account,
                        the following rules shall apply:


                                       24
<PAGE>   30


                         1.   Employer Contributions and Forfeitures - The
                              Vested portion of a Participant's Individual
                              Account derived from Employer Contributions and
                              Forfeitures is determined by applying the vesting
                              schedule selected in the Adoption Agreement (or
                              the vesting schedule described in Section 6.01(C)
                              if the Plan is a Top-Heavy Plan).

                         2.   Rollover and Transfer Contributions - A
                              Participant is fully Vested in his or her rollover
                              contributions and transfer contributions.

                         3.   Fully Vested Under Certain Circumstances - A
                              Participant is fully Vested in his or her
                              Individual Account if any of the following occurs:

                              a.    the participant reaches Normal Retirement
                                    Age;

                              b.    the Plan is terminated or partially
                                    terminated; or

                              c.    there exists a complete discontinuance of
                                    contributions under the Plan.

                              Further, unless otherwise indicated in the
                              Adoption Agreement, a Participant is fully Vested
                              if the Participant dies, incurs a Disability, or
                              satisfies the conditions for Early Retirement Age
                              (if applicable).

                         4.   Participants in a Prior Plan - If a Participant
                              was a participant in a Prior Plan on the Effective
                              Date, his or her Vested Percentage shall not be
                              less than it would have been under such Prior Plan
                              as computed on the Effective Date.

                    C.   Minimum Vesting Schedule for Top-Heavy Plans - The
                         following vesting provisions apply for any Plan Year in
                         which this Plan is a Top-Heavy Plan.

                         Notwithstanding the other provisions of this Section
                         6.01 or the vesting schedule selected in the Adoption
                         Agreement (unless those provisions or that schedule
                         provide for more rapid vesting) a Participant's Vested
                         portion of his or her Individual Account attributable
                         to Employer Contributions and Forfeitures shall be
                         determined in accordance with the vesting schedule
                         elected by the Employer in the Adoption Agreement (and
                         if no election is made the 6 year graded schedule will
                         be deemed to have been elected) as described below:

<TABLE>
<CAPTION>
                                      6 YEAR GRADED                                              3 YEAR CLIFF

                                Years of                                                    Years of
                             Vesting Service       Vested Percentage                    Vesting Service      Vested Percentage
                             ---------------       -----------------                    ---------------      -----------------
<S>                                                   <C>                                  <C>                   <C>
                                    1                     0                                    1                     0
                                    2                    20                                    2                     0
                                    3                    40                                    3                   100
                                    4                    60
                                    5                    80
                                    6                   100
</TABLE>

                         This minimum vesting schedule applies to all benefits
                         within the meaning of Section 411(a)(7) of the Code,
                         except those attributable to Nondeductible Employee
                         Contributions including benefits accrued before the
                         effective date of Section 416 of the Code and benefits
                         accrued before the Plan became a Top-Heavy Plan.
                         Further, no decrease in a Participant's Vested
                         percentage may occur in the event the Plan's status as
                         a Top-Heavy Plan changes for any Plan Year. However,
                         this Section 6.01(C) does not apply to the Individual
                         Account of any Employee who does not have an Hour of
                         Service after the Plan has initially become a Top-Heavy
                         Plan and such Employee's Individual Account
                         attributable to Employer Contributions and Forfeitures
                         will be determined without regard to this Section.

                         If this Plan ceases to be a Top-Heavy Plan, then in
                         accordance with the above restrictions, the vesting
                         schedule as selected in the Adoption Agreement will
                         govern. If the vesting schedule under the Plan shifts
                         in or out of top-heavy status, such shift is an
                         amendment to the vesting schedule and the election in
                         Section 9.04 applies.

                    D.   Break in Vesting Service and Forfeitures - If a
                         Participant incurs a Termination of Employment, any
                         portion of his or her Individual Account which is not
                         Vested shall be held in a suspense account. Such
                         suspense account shall share in any increase or
                         decrease in the fair market value of the assets of the
                         Fund in accordance with Section 4 of the Plan. The
                         disposition of such suspense account shall be as
                         follows:

                         1.   Breaks in Vesting Service - If a Participant
                              neither receives nor is deemed to receive a
                              distribution pursuant to Section 6.01(D)(3) or (4)
                              and the Participant returns to the service of the
                              Employer before incurring 5 consecutive Breaks in
                              Vesting Service, there shall be no Forfeiture and
                              the amount in such suspense account shall be
                              recredited to such Participant's Individual
                              Account.


                                       25
<PAGE>   31


                         2.   Five Consecutive Breaks in Vesting Service - If a
                              Participant neither receives or is deemed to
                              receive a distribution pursuant to Section
                              6.01(D)(3) or (4) and the Participant does not
                              return to the service of the Employer before
                              incurring 5 consecutive Breaks in Vesting Service,
                              the portion of the Participant's Individual
                              Account which is not Vested shall be treated as a
                              Forfeiture and allocated in accordance with
                              Section 3.01(C).

                         3.   Cash-out of Certain Participants - If the value of
                              the Vested portion of such Participant's
                              Individual Account derived from Nondeductible
                              Employee Contributions and Employer Contributions
                              does not exceed $3,500, the Participant shall
                              receive a distribution of the entire Vested
                              portion of such Individual Account and the portion
                              which is not Vested shall be treated as a
                              Forfeiture and allocated in accordance with
                              Section 3.01(C). For purposes of this Section, if
                              the value of the Vested portion of a Participant's
                              Individual Account is zero, the Participant shall
                              be deemed to have received a distribution of such
                              Vested Individual Account. A Participant's Vested
                              Individual Account balance shall not include
                              accumulated deductible employee contributions
                              within the meaning of Section 72(o)(5)(B) of the
                              Code for Plan years beginning prior to January 1,
                              1989.

                         4.   Participants Who Elect to Receive Distributions -
                              If such Participant elects to receive a
                              distribution, in accordance with Section 6.02(B),
                              of the value of the Vested portion of his or her
                              Individual Account derived from Nondeductible
                              Employee Contributions and Employer Contributions,
                              the portion which is not Vested shall be treated
                              as a Forfeiture and allocated in accordance with
                              Section 3.01(C).

                         5.   Re-employed Participants - If a Participant
                              receives or is deemed to receive a distribution
                              pursuant to Section 6.01(D)(3) or (4) above and
                              the Participant resumes employment covered under
                              this Plan, the Participant's Employer-derived
                              Individual Account balance will be restored to the
                              amount on the date of distribution if the
                              Participant repays to the Plan the full amount of
                              the distribution attributable to Employer
                              Contributions before the earlier of 5 years after
                              the first date on which the Participant is
                              subsequently re-employed by the Employer, or the
                              date the participant incurs 5 consecutive Breaks
                              in Vesting Service following the date of the
                              distribution.

                              Any restoration of a Participant's Individual
                              Account pursuant to Section 6.01(D)(5) shall be
                              made from other Forfeitures, income or gain to the
                              Fund or contributions made by the Employer.

                    E.   Distribution Prior to Full Vesting - If a distribution
                         is made to a Participant who was not then fully Vested
                         in his or her Individual Account derived from Employer
                         Contributions and the Participant may increase his or
                         her Vested percentage in his or her Individual Account,
                         then the following rules shall apply:

                         1.   a separate account will be established for the
                              Participant's interest in the Plan as of the time
                              of the distribution, and

                         2.   at any relevant time the Participant's Vested
                              portion of the separate account will be equal to
                              an amount ("X") determined by the formula: X = P
                              (AB + (R xD)) - (R x D) where "P" is the Vested
                              percentage at the relevant time, "AB" is the
                              separate account balance at the relevant time; "D"
                              is the amount of the distribution; and "R" is the
                              ratio of the separate account balance at the
                              relevant time to the separate account balance
                              after distribution.

            6.02    FORM OF DISTRIBUTION TO A PARTICIPANT

                    A.   Value of Individual Account Does Not Exceed $3,500 - If
                         the value of the Vested portion of a Participant's
                         Individual Account derived from Nondeductible Employee
                         Contributions and Employer Contributions does not
                         exceed $3,500, distribution from the Plan shall be made
                         to the Participant in a single lump sum in lieu of all
                         other forms of distribution from the Plan as soon as
                         administratively feasible.

                    B.   Value of Individual Account Exceeds $3,500

                         1.   If the value of the Vested portion of a
                              Participant's Individual Account derived from
                              Nondeductible Employee Contributions and Employer
                              Contributions exceeds (or at the time of any prior
                              distribution exceeded) $3,500, and the Individual
                              Account is immediately distributable, the
                              Participant and the Participant's spouse (or where
                              either the Participant or the spouse died, the
                              survivor) must consent to any distribution of such
                              Individual Account. The consent of the Participant
                              and the Participant's spouse shall be obtained in
                              writing within the 90-day period ending on the
                              annuity starting date. The annuity starting date
                              is the first day of the first period for which an
                              amount is paid as an annuity or any other form.
                              The Plan Administrator shall notify the
                              Participant and the Participant's spouse of the
                              right to defer any distribution until the
                              Participant's Individual Account is no longer
                              immediately distributable. Such notification shall
                              include a general description of the material
                              features, and an explanation of the relative
                              values of, the optional forms of benefit available
                              under the Plan in a manner that would satisfy the
                              notice requirements of Section 417(a)(3) of the
                              Code, and shall be provided no less than 30 days
                              and no more than 90 days prior to the annuity
                              starting date.

                              If a distribution is one to which Section
                              401(a)(11) and 417 of the Internal Revenue Code do
                              not apply, such distribution may commence less
                              than 30 days after the notice required under
                              Section 1.411(a)-11(c) of the Income Tax
                              Regulations is given, provided that:


                                       26
<PAGE>   32


                              a.    the Plan Administrator clearly informs the
                                    Participant that the Participant has a right
                                    to a period of at least 30 days after
                                    receiving the notice to consider the
                                    decision of whether or not to elect a
                                    distribution (and, if applicable, a
                                    particular distribution option), and

                              b.    the Participant, after receiving the notice,
                                    affirmatively elects a distribution.

                              Notwithstanding the foregoing, only the
                              Participant need consent to the commencement of a
                              distribution in the form of a qualified joint and
                              survivor annuity while the Individual Account is
                              immediately distributable. Nether the consent of
                              the Participant nor the Participant's spouse shall
                              be required to the extent that a distribution is
                              required to satisfy Section 401(a)(9) or Section
                              415 of the Code. In addition, upon termination of
                              this Plan if the Plan does not offer an annuity
                              option (purchased from a commercial provider), the
                              Participant's Individual Account may, without the
                              Participant's consent, be distributed to the
                              Participant or transferred to another defined
                              contribution plan (other than an employee stock
                              ownership plan as defined in Section 4975(e)(7) of
                              the Code) within the same controlled group.

                              An Individual Account is immediately distributable
                              if any part of the Individual Account could be
                              distributed to the Participant (or surviving
                              spouse) before the Participant attains or would
                              have attained (if not deceased) the later of
                              Normal Retirement Age or age 62.

                         2.   For purposes of determining the applicability of
                              the foregoing consent requirements to
                              distributions made before the first day of the
                              first Plan year beginning after December 31, 1988,
                              the Vested portion of a participant's Individual
                              Account shall not include amounts attributable to
                              accumulated deductible employee contributions with
                              the meaning of Section 72(o)(5)(B) of the Code.

                    C.   Other Forms of Distribution to Participant - If the
                         value of the Vested portion of a Participant's
                         Individual Account exceeds $3,500 and the Participant
                         has properly waived the join and survivor annuity, as
                         described in Section 6.05, the Participant may request
                         in writing that the Vested portion of his or her
                         Individual Account be paid to him or her in one or more
                         of the following forms of payment: (1) in a lump sum;
                         (2) in installment payments over a period not to exceed
                         the life expectancy of the Participant or the joint and
                         last survivor life expectancy of the Participant and
                         his or her designated Beneficiary; or (3) applied to
                         the purchase of an annuity contract.

                         Notwithstanding anything in this Section 6.02 to the
                         contrary, a Participant cannot elect payments in the
                         form of an annuity if the Retirement Equity Act safe
                         harbor rules of Section 6.05(F) apply.

            6.03    DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT

                    A.   Designation of Beneficiary - Spousal Consent - Each
                         Participant may designate, upon a form provided by and
                         delivered to the Plan Administrator, one or more
                         primary and contingent Beneficiaries to receive all or
                         a specified portion of the Participant's Individual
                         Account in the event of his or her death. A Participant
                         may change or revoke such Beneficiary designation from
                         time to time by completing and delivering the proper
                         form to the Plan Administrator.

                         In the event that a Participant wishes to designate a
                         primary Beneficiary who is not his or her spouse, his
                         or her spouse must consent in writing to such
                         designation, and the spouse's consent must acknowledge
                         the effect of such designation and be witnessed by a
                         notary public or plan representative. Notwithstanding
                         this consent requirement, if the Participant
                         establishes to the satisfaction of the Plan
                         Administrator that such written consent may not be
                         obtained because there is no spouse or the spouse
                         cannot be located, no consent shall be required. Any
                         change of Beneficiary will require a new spousal
                         consent.

                    B.   Payment to Beneficiary - If a Participant dies before
                         the Participant's entire Individual Account has been
                         paid to him or her, such deceased Participant's
                         Individual Account shall be payable to any surviving
                         Beneficiary designated by the Participant, or, if no
                         Beneficiary survives the Participant, to the
                         Participant's estate.

                    C.   Written Request: When Distributed - A Beneficiary of a
                         deceased Participant entitled to a distribution who
                         wishes to receive a distribution must submit a written
                         request to the Plan Administrator. Such request shall
                         be made upon a from provided by the Plan Administrator.
                         Upon a valid request, the Plan Administrator shall
                         direct the Trustee (or Custodian) to commence
                         distribution no later than the time specified in the
                         Adoption Agreement for this purpose and if not
                         specified in the Adoption Agreement, then no later than
                         90 days following the later of:

                         1.   the close of the Plan year within which the
                              Participant dies; or

                         2.   the close of the Plan Year in which the request
                              is received.


                                       27
<PAGE>   33


            6.04    FORM OF DISTRIBUTION TO BENEFICIARY

                    A.   Value of Individual Account Does Not Exceed $3,500 - If
                         the value of the Participant's Individual Account
                         derived from Nondeductible Employee Contributions and
                         Employer Contributions does not exceed $3,500, the Plan
                         Administrator shall direct the Trustee (or Custodian,
                         if applicable) to make a distribution to the
                         Beneficiary in a single lump sum in lieu of all other
                         forms of Distribution from the Plan.

                    B.   Value of Individual Account Exceeds $3,500 - If the
                         value of a Participant's Individual Account derived
                         from Nondeductible Employee Contributions and Employer
                         Contributions exceeds $3,500, the preretirement
                         survivor annuity requirements of Section 6.05 shall
                         apply unless waived in accordance with that Section or
                         unless the Retirement Equity Act safe harbor rules of
                         Section 6.05(F) apply. However, a surviving spouse
                         Beneficiary may elect any form of payment allowable
                         under the Plan in lieu of the preretirement survivor
                         annuity. Any such payment to the surviving spouse must
                         meet the requirements of Section 6.06.

                    C.   Other Forms of Distribution to Beneficiary - If the
                         value of a Participant's Individual Account exceeds
                         $3,500 and the Participant has properly waived the
                         preretirement survivor annuity, as described in Section
                         6.05 (if applicable) or if the Beneficiary is the
                         Participant's surviving spouse, the Beneficiary may,
                         subject to the requirements of Section 6.06, request in
                         writing that the Participant's Individual Account be
                         paid as follows: (1) in a lump sum; or (2) in
                         installment payments over a period not to exceed the
                         life expectancy of such Beneficiary.

            6.05    JOINT AND SURVIVOR ANNUITY REQUIREMENTS

                    A.   The provisions of this Section shall apply to any
                         Participant who is credited with at least one Hour of
                         Eligibility Service with the Employer on or after
                         August 23, 1984, and such other Participants as
                         provided in Section 6.05(G).

                    B.   Qualified Joint and Survivor Annuity - Unless an
                         optional form of benefit is selected pursuant to a
                         qualified election within the 90-day period ending on
                         the annuity starting date, a married Participant's
                         Vested account balance will be paid in the form of a
                         qualified joint and survivor annuity and an unmarried
                         Participant's Vested account balance will be paid in
                         the form of a life annuity. The Participant may elect
                         to have such annuity distributed upon attainment of the
                         earliest retirement age under the Plan.

                    C.   Qualified Preretirement Survivor Annuity - Unless an
                         optional form of benefit has been selected within the
                         election period pursuant to a qualified election, if a
                         Participant dies before the annuity starting date then
                         the Participant's Vested account balance shall be
                         applied toward the purchase of an annuity for the life
                         of the surviving spouse. The surviving spouse may elect
                         to have such annuity distributed within a reasonable
                         period after the Participant's death.

                    D.   Definitions

                         1.   Election Period - The period which begins on the
                              first day of the Plan Year in which the
                              Participant attains age 35 and ends on the date of
                              the Participant's death. If a Participant
                              separates from service prior to the first day of
                              the Plan year in which age 35 is attained, with
                              respect to the account balance as of the date of
                              separation, the election period shall begin on the
                              date of separation.

                              Pre-age 35 waiver - A Participant who will not yet
                              attain age 35 as of the end of any current Plan
                              year may make special qualified election to waive
                              the qualified preretirement survivor annuity for
                              the period beginning on the date of such election
                              and ending on the first day of the Plan Year in
                              which the Participant will attain age 35. Such
                              election shall not be valid unless the Participant
                              receives a written explanation of the qualified
                              preretirement survivor annuity in such terms as
                              are comparable to the explanation required under
                              Section 6.05(E)(1). Qualified preretirement
                              survivor annuity coverage will be automatically
                              reinstated as of the first day of the Plan Year in
                              which the Participant attains age 35. Any new
                              waiver on or after such date shall be subject to
                              the full requirements of this Section 6.05.

                         2.   Earliest Retirement Age - The earliest date on
                              which, under the Plan, the Participant could elect
                              to receive retirement benefits.

                         3.   Qualified Election - A waiver of a qualified joint
                              and survivor annuity or a qualified preretirement
                              survivor annuity. Any waiver of a qualified joint
                              and survivor annuity or a qualified preretirement
                              survivor annuity shall not be effective unless:
                              (a) the Participant's spouse consents in writing
                              to the election, (b) the election designates a
                              specific Beneficiary, including any class of
                              beneficiaries or any contingent beneficiaries,
                              which may not be changed without spousal consent
                              (or the spouse expressly permits designations by
                              the Participant without any further spousal
                              consent); (c) the spouse's consent acknowledges
                              the effect of the election; and (d) the spouse's
                              consent is witnessed by a plan representative or
                              notary public. Additionally, a Participant's
                              waiver of the qualified joint and survivor annuity
                              shall not be effective unless the election
                              designates a form of benefit payment which may not
                              be changed without spousal consent (or the spouse
                              expressly permits designations by the Participant
                              without any further spousal consent). If it is
                              established to the satisfaction of a plan


                                       28
<PAGE>   34


                              representative that there is no spouse or that the
                              spouse cannot be located, a waiver will be deemed
                              a qualified election.

                              Any consent by a spouse obtained under this
                              provision (or establishment that the consent of a
                              spouse may not be obtained) shall be effective
                              only with respect to such spouse. A consent that
                              permits designations by the Participant without
                              any requirement of further consent by such spouse
                              must acknowledge that the spouse has the right to
                              limit consent to a specific Beneficiary, and a
                              specific form of benefit where applicable and that
                              the spouse voluntarily elects to relinquish either
                              or both of such rights. A revocation of a prior
                              waiver may be made by a Participant without the
                              consent of the spouse at any time before the
                              commencement of benefits. The number of
                              revocations shall not be limited. No consent
                              obtained under this provision shall be valid
                              unless the Participant has received notice as
                              provided in Section 6.05(E) below.

                         4.   Qualified Joint and Survivor Annuity - An
                              immediate annuity for the life of the Participant
                              with a survivor annuity for the life of the spouse
                              which is not less than 50% and not more than 100%
                              of the amount of the annuity which is payable
                              during the joint lives of the Participant and the
                              spouse and which is the amount of benefit which
                              can be purchased with the Participant's vested
                              account balance. The percentage of the survivor
                              annuity under the Plan shall be 50% (unless a
                              different percentage is elected by the Employer in
                              the Adoption Agreement).

                         5.   Spouse (surviving spouse) - The spouse or
                              surviving spouse of the Participant, provided that
                              a former spouse will be treated as the spouse or
                              surviving spouse and a current spouse will not be
                              treated as the spouse or surviving spouse to the
                              extent provided under a qualified domestic
                              relations order as described in Section 414(p) of
                              the Code.

                         6.   Annuity Starting Date - The first day of the first
                              period for which an amount is paid as an annuity
                              or any other form.

                         7.   Vested Account Balance - The aggregate value of
                              the Participant's Vested account balances derived
                              from Employer and Nondeductible Employee
                              Contributions (including rollovers), whether
                              Vested before or upon death, including the
                              proceeds of insurance contracts, if any on the
                              Participant's life. The provisions of this Section
                              6.05 shall apply to a Participant who is Vested in
                              amounts attributable to Employer Contributions,
                              Nondeductible Employee Contributions (or both) at
                              the time of death or distribution.

                    E.   Notice Requirements

                         1.   In the case of a qualified joint and survivor
                              annuity, the Plan Administrator shall no less than
                              30 days and not more than 90 days prior to the
                              annuity starting date provide each Participant a
                              written explanation of: (a) the terms and
                              conditions of a qualified joint and survivor
                              annuity; (b) the Participant's right to make and
                              the effect of an election to waive the qualified
                              joint and survivor annuity form of benefit; (c)
                              the rights of a Participant's spouse; and (d) the
                              right to make, and the effect of, a revocation of
                              a previous election to waive the qualified joint
                              and survivor annuity.

                         2.   In the case of a qualified preretirement annuity
                              as described in Section 6.05 (C), the Plan
                              Administrator shall provide each participant
                              within the applicable period for such participant
                              a written explanation of the qualified
                              preretirement survivor annuity in such terms and
                              in such manner as would be comparable to the
                              explanation provided for meeting the requirements
                              of Section 6.05(E)(1) applicable to a qualified
                              joint and survivor annuity.

                              The applicable period for a Participant is
                              whichever of the following periods ends last: (a)
                              the period beginning with the first day of the
                              Plan year in which the Participant attains age 32
                              and ending with the close of the Plan year
                              preceding the Plan Year in which the Participant
                              attains age 35; (b) a reasonable period ending
                              after the individual becomes a Participant; (c) a
                              reasonable period ending after Section 6.05 first
                              applies to the Participant. Notwithstanding the
                              foregoing, notice must be provided within a
                              reasonable period ending after separation from
                              service in the case of a Participant who separates
                              from service before attaining age 35.

                              For purposes of applying the preceding paragraph,
                              a reasonable period ending after the enumerated
                              events described in (b), (c) and (d) is the end of
                              the two-year period beginning one year prior to
                              the date the applicable event occurs, and ending
                              one year after that date. In the case of a
                              Participant who separates from service before the
                              Plan year in which age 35 is attained, notice
                              shall be provided within the two-year period
                              beginning one year prior to separation and ending
                              one year after separation. If such a Participant
                              thereafter returns to employment with the
                              Employer, the applicable period for such
                              Participant shall be redetermined.

                         3.   Notwithstanding the other requirements of this
                              Section 6.05(E), the respective notices prescribed
                              by this Section 6.05(E), need not be given to a
                              Participant if (a) the Plan "fully subsidizes" the
                              costs of a qualified joint and survivor annuity or
                              qualified preretirement survivor annuity, and (b)
                              the Plan does not allow the


                                       29
<PAGE>   35


                              Participant to waive the qualified joint and
                              survivor annuity or qualified preretirement
                              survivor annuity and does not allow a married
                              Participant to designate a nonspouse beneficiary.
                              For purposes of this Section 6.05(E)(3), a plan
                              fully subsidizes the costs of a benefit if no
                              increase in cost, or decrease in benefits to the
                              Participant may result from the Participant's
                              failure to elect another benefit.

                    F.   Retirement Equity Act Safe Harbor Rules

                         1.   If the Employer so indicates in the Adoption
                              Agreement, this Section 6.05(F) shall apply to a
                              Participant in a profit sharing plan, and shall
                              always apply to any distribution, made on or after
                              the first day of the first Plan Year beginning
                              after December 31, 1988, from or under a separate
                              account attributable solely to accumulated
                              deductible employee contributions, as defined in
                              Section 72(o)(5)(B) of the Code, and maintained on
                              behalf of a Participant in a money purchase
                              pension plan, (including a target benefit plan) if
                              the following conditions are satisfied:

                              a.    the Participant does not or cannot elect
                                    payments in the form of a life annuity; and

                              b.    on the death of a Participant, the
                                    Participant's Vested account balance will be
                                    paid to the participant's surviving spouse,
                                    but if there is no surviving spouse, or if
                                    the surviving spouse has consented in a
                                    manner conforming to a qualified election,
                                    then to the Participant's designated
                                    Beneficiary. The surviving spouse may elect
                                    to have distribution of the Vested account
                                    balance commence within the 90-day period
                                    following the date of the Participant's
                                    death. The account balance shall be adjusted
                                    for gains or losses occurring after the
                                    Participant's death in accordance with the
                                    provisions of the Plan governing the
                                    adjustment of account balances for other
                                    types of distributions. This Section 6.05(F)
                                    shall not be operative with respect to a
                                    Participant in a profit sharing plan if the
                                    plan is a direct or indirect transferee of a
                                    defined benefit plan, money purchase plan, a
                                    target benefit plan, stock bonus, or profit
                                    sharing plan which is subject to the
                                    survivor annuity requirements of Section
                                    401(a)(11) and Section 417 of the Code. If
                                    this Section 6.05(F) is operative, then the
                                    provisions of this Section 6.05 other than
                                    Section 6.05(G) shall be inoperative.

                         2.   The Participant may waive the spousal death
                              benefit described in this Section 6.05(F) at any
                              time provided that no such waiver shall be
                              effective unless it satisfies the conditions of
                              Section 6.05(D)(3) (other than the notification
                              requirement referred to therein) that would apply
                              to the Participant's waiver of the qualified
                              preretirement survivor annuity.

                         3.   For purposes of this Section 6.05(F), Vested
                              account shall mean, in the case of a money
                              purchase pension plan or a target benefit plan,
                              the Participant's separate account balance
                              attributable solely to accumulated deductible
                              employee contributions within the meaning of
                              Section 72(o)(5)(B) of the Code. In the case of a
                              profit sharing plan, Vested account balance shall
                              have the same meaning as provided in Section
                              6.05(D)(7).

                    G.   Transitional Rules

                         1.   Any living Participant not receiving benefits on
                              August 23, 1984, who would otherwise not receive
                              the benefits prescribed by the previous
                              subsections of this Section 6.05 must be given the
                              opportunity to elect to have the prior subsections
                              of this Section apply if such Participant is
                              credited with at least one Hour of Service under
                              this Plan or a predecessor plan in a Plan year
                              beginning on or after January 1, 1976, and such
                              Participant had at least 10 Years of Vesting
                              Service when he or she separated from service.

                         2.   Any living Participant not receiving benefits on
                              August 23, 1984, who was credited with at least
                              one Hour of Service under this Plan or a
                              predecessor plan on or after September 2, 1974,
                              and who is not otherwise credited with any service
                              in a Plan year beginning on or after January 1,
                              1976, must be given the opportunity to have his or
                              her benefits paid in accordance with Section
                              6.05(G)(4).

                         3.   The respective opportunities to elect (as
                              described in Section 6.05(G)(1) and (2) above)
                              must be afforded to the appropriate Participants
                              during the period commencing on August 23, 1984,
                              and ending on the date benefits would otherwise
                              commence to said Participants.

                         4.   Any Participant who has elected pursuant to
                              Section 6.05(G)(2) and any Participant who does
                              not elect under Section 6.05(G)(1) or who meets
                              the requirements of Section 6.05(G)(1) except that
                              such Participant does not have at least 10 Year of
                              Vesting Service when he or she separates from
                              service, shall have his or her benefits
                              distributed in accordance with all of the
                              following requirements if benefits would have been
                              payable in the form of a life annuity:

                              a.    Automatic Joint and Survivor Annuity - If
                                    benefits in the form of a life annuity
                                    become payable to a married Participant who:


                                       30
<PAGE>   36


                         3.   For purposes of Section 6.06(E)(2) above, if the
                              surviving spouse dies after the Participant, but
                              before payments to such spouse begin, the
                              provisions of Section 6.06(E)(2), with the
                              exception of paragraph (b) therein, shall be
                              applied as if the surviving spouse were the
                              Participant.

                                      (1) beings to receive payments under the
                                          Plan on or after Normal Retirement
                                          Age; or

                                      (2) dies on or after Normal Retirement Age
                                          while still working for the Employer;
                                          or

                                      (3) begins to receive payments on or after
                                          the qualified early retirement age; or

                                      (4) separates from service on or after
                                          attaining Normal Retirement Age (or
                                          the qualified early retirement age)
                                          and after satisfying the eligibility
                                          requirements for the payment of
                                          benefits under the Plan and thereafter
                                          dies before beginning to receive such
                                          benefits;

                                          then such benefits will be received
                                          under this Plan in the form of a
                                          qualified joint and survivor annuity,
                                          unless the Participant has elected
                                          otherwise during the election period.
                                          The election period must begin at
                                          least 6 months before the Participant
                                          attains qualified early retirement age
                                          and end not more than 90 days before
                                          the commencement of benefits. Any
                                          election hereunder will be in writing
                                          and may be changed by the Participant
                                          at any time.

                              b.    Election of Early Survivor Annuity - A
                                    Participant who is employed after attaining
                                    the qualified early retirement age will be
                                    given the opportunity to elect, during the
                                    election period, to have a survivor annuity
                                    payable on death. If the Participant elects
                                    the survivor annuity, payments under such
                                    annuity must not be less than the payments
                                    which would have been made to the spouse
                                    under the qualified joint and survivor
                                    annuity if the Participant had retired on
                                    the day before his or her death. Any
                                    election under this provision will be in
                                    writing and may be changed by the
                                    Participant at any time. The election period
                                    begins on the later of (1) the 90th day
                                    before the Participant attains the qualified
                                    early retirement age, or (2) the date on
                                    which participation begins, and ends on the
                                    date the Participant terminates employment.

                              c.    For purposes of Section 6.05(G)(4):

                                    1.    Qualified early retirement age is the
                                          latest of:

                                          a.    the earliest date, under the
                                                Plan, on which the Participant
                                                may elect to receive retirement
                                                benefits,

                                          b.    the first day of the 120th month
                                                beginning before the Participant
                                                reaches Normal Retirement Age,
                                                or

                                          c.    the date the Participant begins
                                                participation.

                                    2.    Qualified joint and survivor annuity
                                          is an annuity for the life of the
                                          Participant with a survivor annuity
                                          for the life of the spouse as
                                          described in Section 6.05(D)(4) of
                                          this Plan.

            6.06    DISTRIBUTION REQUIREMENTS

                    A.   General Rules

                         1.   Subject to Section 6.05 Joint and Survivor Annuity
                              Requirements, the requirements of this Section
                              shall apply to any distribution of a Participant's
                              interest and will take precedence over any
                              inconsistent provisions of this Plan. Unless
                              otherwise specified, the provisions of this
                              Section 6.06 apply to calendar years beginning
                              after December 31, 1984.

                         2.   All distributions required under this Section 6.06
                              shall be determined and made in accordance with
                              the Income Tax Regulations under Section
                              401(a)(9), including the minimum distribution
                              incidental benefit requirement of Section
                              1.40(a)(9)-2 of the proposed regulations.

                    B.   Required Beginning Date - The entire interest of a
                         Participant must be distributed or begin to be
                         distributed no later than the Participant's required
                         beginning date.

                    C.   Limits on Distribution Periods - As of the first
                         distribution calendar year, distributions, if not made
                         in a single sum, may only be made over one of the
                         following periods (or a combination thereof):

                         1.   the life of the Participant,

                         2.   the life of the Participant and a designated
                              Beneficiary,

                         3.   a period certain not extending beyond the life
                              expectancy of the Participant, or


                                       31
<PAGE>   37

                         4.   a period certain not extending beyond the joint
                              and last survivor expectancy of the participant
                              and a designated Beneficiary.

                    D.   Determination of Amount to be Distributed Each year -
                         If the Participant's interest is to be distributed in
                         other than a single sum, the following minimum
                         distribution rules shall apply on or after the required
                         beginning date:

                         1.   Individual Account

                              a.    If a Participant's benefit is to be
                                    distributed over (1) a period not extending
                                    beyond the life expectancy of the
                                    Participant or the joint life and last
                                    survivor expectancy of the Participant and
                                    the Participant's designated Beneficiary or
                                    (2) a period not extending beyond the life
                                    expectancy of the designated Beneficiary,
                                    the amount required to be distributed for
                                    each calendar year, beginning with
                                    distributions for the first distribution
                                    calendar year, must at least equal the
                                    quotient obtained by dividing the
                                    Participant's benefit by the applicable life
                                    expectancy.

                              b.    For calendar years beginning before January
                                    1, 1989, if the Participant's spouse is not
                                    the designated Beneficiary, the method of
                                    distribution selected must assure that at
                                    least 50% of the present value of the amount
                                    available for distribution is paid within
                                    the life expectancy of the Participant.

                              c.    For calendar years beginning after December
                                    31, 1988, the amount to be distributed each
                                    year, beginning with distributions for the
                                    first distribution calendar year shall not
                                    be less than the quotient obtained by
                                    dividing the Participant's benefit by the
                                    lesser of (1) the applicable life expectancy
                                    or (2) if the Participant's spouse is not
                                    the designated Beneficiary, the applicable
                                    divisor determined from the table set forth
                                    in Q&A-4 of Section 1.401(a)(9)-2 of the
                                    Proposed Income Tax Regulations.
                                    Distributions after the death of the
                                    Participant shall be distributed using the
                                    applicable life expectancy in Section
                                    6.05(D)(1)(a) above as the relevant divisor
                                    without regard to proposed regulations
                                    1.401(a)(9)-2.

                              d.    the minimum distribution required for the
                                    Participant's first distribution calendar
                                    year must be made on or before the
                                    Participant's required beginning date. The
                                    minimum distribution for other calendar
                                    years, including the minimum distribution
                                    for the distribution calendar year in which
                                    the Employee's required beginning date
                                    occurs, must be made on or before December
                                    31 of that distribution calendar year.

                         2.   Other Forms - If the Participant's benefit is
                              distributed in the form of an annuity purchased
                              from an insurance company, distributions
                              thereunder shall be made in accordance with the
                              requirements of Section 401(a)(9) of the Code and
                              the regulations thereunder.

                    E.   Death Distribution Provisions

                         1.   Distribution Beginning Before Death - If the
                              Participant dies after distribution of his or her
                              interest has begun, the remaining portion of such
                              interest will continue to be distributed at least
                              as rapidly as under the method of distribution
                              being used prior to the Participant's death.

                         2.   Distribution Beginning After Death - If the
                              Participant dies before distribution of his or her
                              interest begins, distribution of the Participant's
                              entire interest shall be completed by December 31
                              of the calendar year containing the fifth
                              anniversary of the Participant's death except to
                              the extent that an election is made to receive
                              distributions in accordance with (a) or (b) below:

                              a.    if any portion of the Participant's interest
                                    is payable to a designated Beneficiary,
                                    distributions may be made over the life or
                                    over a period certain not greater than the
                                    life expectancy of the designated
                                    Beneficiary commencing on or before December
                                    31 of the calendar year immediately
                                    following the calendar year in which the
                                    Participant died;

                              b.    if the designated Beneficiary is the
                                    Participant's surviving spouse, the date
                                    distributions are required to begin in
                                    accordance with (a) above shall not be
                                    earlier than the later of (1) December 31 of
                                    the calendar year immediately following the
                                    calendar year in which the Participant dies
                                    or (2) December 31 of the calendar year in
                                    which the Participant would have attained
                                    age 70 1/2.

                                    If the Participant has not made an election
                                    pursuant to this Section 6.05(E)(2) by the
                                    time of his or her death, the Participant's
                                    designated Beneficiary must elect the method
                                    of distribution no later than the earlier of
                                    (1) December 31 of the calendar year in
                                    which distributions would be required to
                                    begin under this Section 6.05(E)(2), or (2)
                                    December 31 of the calendar year which
                                    contains the fifth anniversary of the date
                                    of death of the Participant. If the
                                    Participant has no designated Beneficiary,
                                    or if the designated Beneficiary does not
                                    elect a method of distribution, distribution
                                    of the Participant's entire interest must be
                                    completed by December 31 of the calendar
                                    year containing the fifth anniversary of the
                                    Participant's death.


                                       32
<PAGE>   38

                         3.   For purposes of Section 6.06(E)(2) above, if the
                              surviving spouse dies after the Participant, but
                              before payments to such spouse begin, the
                              provisions of Section 6.06(E)(2), with the
                              exception of paragraph (b) therein, shall be
                              applied as if the surviving spouse were the
                              Participant.

                         4.   For purposes of this Section 6.06(E), any amount
                              paid to a child of the Participant will be treated
                              as if it had been paid to the surviving spouse if
                              the amount becomes payable to the surviving spouse
                              when the child reaches the age of majority.

                         5.   For purposes of this Section 6.06(E), distribution
                              of a Participant's interest is considered to begin
                              on the Participant's required beginning date (or,
                              if Section 6.06(E)(3) above is applicable, the
                              date distribution is required to begin to the
                              surviving spouse pursuant to Section 6.06(E)(2)
                              above). If distribution in the form of an annuity
                              irrevocably commences to the Participant before
                              the required beginning date, the date distribution
                              is considered to begin is the date distribution
                              actually commences.

                    F.   Definitions

                         1.   Applicable Life Expectancy - The life expectancy
                              (or joint and last survivor expectancy) calculated
                              using the attained age of the Participant (or
                              designated Beneficiary) as of the Participant's
                              (or designated Beneficiary's) birthday in the
                              applicable calendar year reduced by one for each
                              calendar year which has elapsed since the date
                              life expectancy was first calculated. If life
                              expectancy is being recalculated, the applicable
                              life expectancy shall be the life expectancy as so
                              recalculated. The applicable calendar year shall
                              be the first distribution calendar year, and if
                              life expectancy is being recalculated such
                              succeeding calendar year.

                         2.   Designated Beneficiary - The individual who is
                              designated as the Beneficiary under the Plan in
                              accordance with Section 401(a)(9) of the Code and
                              the regulations thereunder.

                         3.   Distribution Calendar Year - A calendar year for
                              which a minimum distribution is required. For
                              distributions beginning before the Participant's
                              death, the first distribution calendar year is the
                              calendar year immediately preceding the calendar
                              year which contains the Participant's required
                              beginning date. For distributions beginning after
                              the Participant's death, the first distribution
                              calendar year is the calendar year in which
                              distributions are required to begin pursuant to
                              Section 6.05(E) above.

                         4.   Life Expectancy - Life expectancy and joint and
                              last survivor expectancy are computed by use of
                              the expected return multiples in Tables V and VI
                              of Section 1.72-9 of the Income Tax Regulations.

                              Unless otherwise elected by the Participant (or
                              spouse, in the case of distributions described in
                              Section 6.05(E)2)(b) above) by the time
                              distributions are required to begin, life
                              expectancies shall be recalculated annually. Such
                              election shall be irrevocable as to the
                              Participant (or spouse) and shall apply to all
                              subsequent years. The life expectancy of a
                              nonspouse Beneficiary may not be recalculated.

                         5.   Participant's Benefit

                              a.    The account balance as of the last valuation
                                    date in the valuation calendar year (the
                                    calendar year immediately preceding the
                                    distribution calendar year) increased by the
                                    amount of any Contributions or Forfeitures
                                    allocated to the account balance as of dates
                                    in the valuation calendar year after the
                                    valuation date and decreased by
                                    distributions made in the valuation calendar
                                    year after the valuation date.

                              b.    Exception for second distribution calendar
                                    year. For purposes of paragraph (a) above,
                                    if any portion of the minimum distribution
                                    for the first distribution calendar year is
                                    made in the second distribution calendar
                                    year on or before the required beginning
                                    date, the amount of the minimum distribution
                                    made in the second distribution calendar
                                    year shall be treated as if it had been made
                                    in the immediately preceding distribution
                                    calendar year.

                         6.   Required Beginning Date

                              a.    General Rule - The required beginning date
                                    of a Participant is the first day of April
                                    of the calendar year following the calendar
                                    year in which the Participant attains age 70
                                    1/2.

                              b.    Transitional Rules - The required beginning
                                    date of a Participant who attains age 70 1/2
                                    before January 1, 1988, shall be determined
                                    in accordance with (1) or (2) below:

                                    (1)  Non 5% Owners - The required beginning
                                         date of a Participant who is not a 5%
                                         owner is the first day of April of the
                                         calendar year following the calendar
                                         year in which the later of retirement
                                         or attainment of age 70 1/2 occurs.


                                       33
<PAGE>   39


                                    (2)  5$ Owners - The required beginning date
                                         of a Participant who is a 5% owner
                                         during any year beginning after
                                         December 31, 1979, is the first day of
                                         April following the later of:

                                         (a) the calendar year in which the
                                             Participant attains age 70 1/2, or

                                         (b) the earlier of the calendar year
                                             with or within which ends the Plan
                                             Year in which the Participant
                                             becomes a 5% owner, or the calendar
                                             year in which the Participant
                                             retires.

                                         The required beginning date of a
                                         Participant who is not a 5% owner who
                                         attains age 70 1/2 during 1988 and who
                                         has not retired as of January 1, 1989,
                                         is April 1, 1990.

                              c.    5% Owner - A Participant is treated as a 5%
                                    owner for purposes of this Section
                                    6.06(F)(6) if such Participant is a 5% owner
                                    as defined in Section 416(I) of the Code
                                    (determined in accordance with Section 416
                                    but without regard to whether the Plan is
                                    top-heavy) at any time during the Plan Year
                                    ending with or within the calendar year in
                                    which such owner attains age 66 1/2 or any
                                    subsequent Plan Year.

                              d.    Once distributions have begun to a 5% owner
                                    under this Section 6.06(F)(6) they must
                                    continue to be distributed, even if the
                                    Participant ceases to be a 5% owner in a
                                    subsequent year.

                    G.   Transitional Rule

                         1.   Notwithstanding the other requirements of this
                              Section 6.06 and subject to the requirements of
                              Section 6.05, Joint and Survivor Annuity
                              Requirements, distribution on behalf of any
                              Employee, including a 5% owner, may be made in
                              accordance with all of the following requirements
                              (regardless of when such distribution commences):

                              a.    The distribution by the Fund is one which
                                    would not have qualified such Fund under
                                    Section 401(a)(9) of the Code as in effect
                                    prior to amendment by the Deficit Reduction
                                    Act of 1984.

                              b.    The distribution is in accordance with a
                                    method of distribution designated by the
                                    Employee whose interest in the Fund is being
                                    distributed or, if the Employee is deceased,
                                    by a Beneficiary of such Employee.

                              c.    Such designation was in writing, was signed
                                    by the Employee or the Beneficiary, and was
                                    made before January 1, 1984.

                              d.    The Employee had accrued a benefit under the
                                    Plan as of December 31, 1983.

                              e.    The method of distribution designated by the
                                    Employee or the Beneficiary specifies the
                                    time at which distribution will commence,
                                    the period over which distributions will be
                                    made, and in the case of any distribution
                                    upon the Employee's death, the Beneficiaries
                                    of the Employee listed in order of priority.

                         2.   A distribution upon death will not be covered by
                              this transitional rule unless the information in
                              the designation contains the required information
                              described above with respect to the distributions
                              to be made upon the death of the Employee.

                         3.   For any distribution which commences before
                              January 1, 1984, but continues after December 31,
                              1983, the Employee, or the Beneficiary, to whom
                              such distribution is being made, will be presumed
                              to have designated the method of distribution
                              under which the distribution is being made if the
                              method of distribution was specified in writing
                              and the distribution satisfies the requirements in
                              Section 6.06(G)(1)(a) and (e).

                         4.   If a designation is revoked, any subsequent
                              distribution must satisfy the requirements of
                              Section 401(a)(9) of the Code and the regulations
                              thereunder. If a designation is revoked subsequent
                              to the date distributions are required to begin,
                              the Plan must distribute by the end of the
                              calendar year following the calendar year in which
                              the revocation occurs the total amount not yet
                              distributed which would have been required to have
                              been distributed to satisfy Section 401(a)(9) of
                              the Code and the regulations thereunder, but for
                              the Section 242(b)(2) election. For calendar years
                              beginning after December 31, 1988, such
                              distributions must meet the minimum distribution
                              incidental benefit requirements in Section
                              1.40(a)(9)-2 of the Proposed Income Tax
                              Regulations. Any changes in the designation will
                              be considered to be a revocation of the
                              designation. However, the mere substitution or
                              addition of another Beneficiary (one not named in
                              the designation) under the designation will not be
                              considered to be a revocation of the designation,
                              so long as such substitution or addition does not
                              alter the period over which distributions are to
                              be made under the designation, directly or
                              indirectly (for example, by altering the relevant
                              measuring life). In the case in which an amount is
                              transferred or rolled over from one plan to
                              another plan, the rules in Q&A J-2 and Q&A J-3
                              shall apply.



                                       34
<PAGE>   40


            6.07    ANNUITY CONTRACTS
                    Any annuity contract distributed under the Plan (if
                    permitted or required by this Section 6) must be
                    nontransferable. The terms of any annuity contract purchased
                    and distributed by the Plan to a Participant or spouse shall
                    comply with the requirements of the Plan.

            6.08    LOANS TO PARTICIPANTS
                    If the Adoption Agreement so indicates, a Participant may
                    receive a loan from the Fund, subject to the following
                    rules:

                    A.   Loans shall be made available to all Participants on a
                         reasonably equivalent basis.

                    B.   Loans shall not be made available to Highly Compensated
                         Employees (as defined in Section 414(q) of the Code) in
                         an amount greater than the amount made available to
                         other Employees.

                    C.   Loans must be adequately secured and bear a reasonable
                         interest rate.

                    D.   No Participant loan shall exceed the present value of
                         the Vested portion of a Participant's Individual
                         Account.

                    E.   A Participant must obtain the consent of his or her
                         spouse, if any, to the use of the Individual Account as
                         security for the loan. Spousal consent shall be
                         obtained no earlier than the beginning of the 90 day
                         period that ends on the date on which the loan is to be
                         so secured. The consent must be in writing, must
                         acknowledge the effect of the loan, and must be
                         witnessed by a plan representative or notary public.
                         Such consent shall thereafter be binding with respect
                         to the consenting spouse or any subsequent spouse with
                         respect to that loan. A new consent shall be required
                         if the account balance is used for renegotiation,
                         extension, renewal, or other revision of the loan.
                         Notwithstanding the foregoing, no spousal consent if
                         necessary if, at the time the loan is secured, no
                         consent would be required for a distribution under
                         Section 417(a)(2)(B). In addition, spousal consent is
                         not required if the Plan of the Participant is not
                         subject to Section 401(a)(11) at the time the
                         Individual Account is used as security, or if the total
                         Individual Account subject to the security is less than
                         or equal to $3,500.

                    F.   In the event of default, foreclosure on the note and

                         attachment of security will not occur until a
                         distributable event occurs in the Plan. Notwithstanding
                         the preceding sentence, a Participant's default on a
                         loan will be treated as a distributable event and as
                         soon as administratively feasible after the default,
                         the Participant's Vested Individual Account will be
                         reduced by the lesser of the amount in default (plus
                         accrued interest) or the amount secured. If this Plan
                         is a 401(k) plan, then to the extent the loan is
                         attributable to a Participant's Elective Deferrals,
                         Qualified Nonelective Contributions or Qualified
                         Matching Contributions, the Participant's Individual
                         Account will not be reduced unless the Participant has
                         attained age 59 1/2 or has another distributable event.
                         A Participant will be deemed to have consented to the
                         provision at the time the loan is made to the
                         Participant.

                    G.   No loans will be made to any shareholder-employee or
                         Owner-Employee. For purposes of this requirement, a
                         shareholder-employee means an employee or officer of an
                         electing small business (Subchapter S) corporation who
                         owns (or is considered as owning within the meaning of
                         Section 318(a)(1) of the Code), on any day during the
                         taxable year of such corporation, more than 5% of the
                         outstanding stock of the operation.

                    If a valid spousal consent has been obtained in accordance
                    with 6.08(E), then, notwithstanding any other provisions of
                    this Plan, the portion of the Participant's Vested
                    Individual Account used as a security interest held by the
                    Plan by reason of a loan outstanding to the Participant
                    shall be taken into account for purposes of determining the
                    amount of the account balance payable at the time of death
                    or distribution, but only if the reduction is used as
                    repayment of the loan. If less than 100% of the
                    Participant's Vested Individual Account (determined without
                    regard to the preceding sentence) is payable to the
                    surviving spouse, then the account balance shall be adjusted
                    by first reducing the Vested Individual Account by the
                    amount of the security used as repayment of the loan, and
                    then determining the benefit payable to the surviving
                    spouse.

                    To avoid taxation to the Participant, no loan to any
                    Participant can be made to the extent that such loan when
                    added to the outstanding balance of all other loans to the
                    Participant would exceed the lesser of (a) $50,000 reduced
                    by the excess (if any) of the highest outstanding balance of
                    loans during the one year period ending on the day before
                    the loan is made, over the outstanding balance of loans from
                    the Plan on the date the loan is made, or (b) 50% of the
                    present value of the nonforfeitable Individual Account of
                    the Participant or, if greater, the total Individual Account
                    up to $10,000. For the purpose of the above limitation, all
                    loans from all plans of the Employer and other members of a
                    group of employers described in Sections 414(b), 414(c), and
                    414(m) of the Code are aggregated. Furthermore, any loan
                    shall by its terms require that repayment (principal and
                    interest) be amortized in level payments, not less
                    frequently than quarterly, over a period not extending
                    beyond 5 years from the date of the loan, unless such loan
                    is used to acquire a dwelling unit which within a reasonable
                    time (determined at the time the loan is made) will be used
                    as the principal residence of the Participant. An assignment
                    or pledge of any portion of the Participant's interest in
                    the Plan and a loan, pledge, or assignment with respect to
                    any insurance contract purchased under the Plan, will be
                    treated as a loan under this paragraph.

                    The Plan Administrator shall administer the loan program in
                    accordance with a written document. Such written document
                    shall include, at a minimum, the following: (I) the identity
                    of the person or positions authorized to administer the
                    Participant loan program; (ii) the procedure for applying
                    for loans; (iii) the basis on which loans will be approved
                    or


                                       35
<PAGE>   41


                    denied; (iv) limitations (if any) on the types and amounts
                    of loans offered; (v) the procedure under the program for
                    determining a reasonable rate of interest; (vi) the types of
                    collateral which may secure a Participant loan; and (vii)
                    the events constituting default and steps that will be taken
                    to preserve Plan assets in the event of such default.

            6.09    DISTRIBUTION IN KIND
                    The Plan Administrator may cause any distribution under this
                    Plan to be made either in a form actually held in the Fund,
                    or in cash by converting assets other than cash into cash,
                    or in any combination of the two foregoing ways.

            6.10    DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS

                    A.   Direct Rollover Option
                         This Section applies to distributions made on or after
                         January 1, 1993. Notwithstanding any provision of the
                         Plan to the contrary that would otherwise limit a
                         distributee's election under this Section, a
                         distributee may elect, at the time and in the manner
                         prescribed by the Plan Administrator, to have any
                         portion of an eligible rollover distribution that is
                         equal to at least $500 paid directly to an eligible
                         retirement plan specified by the distributee in direct
                         rollover.

                    B.   Definitions

                         1.   Eligible rollover distribution - An eligible
                              rollover distribution is any distribution of all
                              or any portion of the balance to the credit of the
                              distributee, except that an eligible rollover
                              distribution does not include:

                              a.    any distribution that is one of a series of
                                    substantially equal periodic payments (not
                                    less frequently than annually) made for the
                                    life (or life expectancy) of the distributee
                                    or the joint lives (or joint life
                                    expectancies) of the distributee and the
                                    distributee's designated Beneficiary, or for
                                    a specified period of ten years or more;

                              b.    any distribution to the extent such
                                    distribution is required under Section
                                    401(a)(9) of the Code:

                              c.    the portion of any other distribution that
                                    is not includible in gross income
                                    (determined without regard to the exclusion
                                    for net unrealized appreciation with respect
                                    to employer securities); and

                              d.    any other distributions(s) that is
                                    reasonably expected to total less than $200
                                    during a year.

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

                         3.   Distributee - A distributee includes an Employee
                              or former Employee. In addition, the Employee's or
                              former Employee's surviving spouse and the
                              Employee's or former Employee's spouse or former
                              spouse who is the alternate payee under a
                              qualified domestic relations order, as defined in
                              Section 414(p) of the Code, are distributees with
                              regard to the interest of the spouse or former
                              spouse.

                         4.   Direct rollover - A direct rollover is a payment
                              by the Plan to the eligible retirement plan
                              specified by the distributee.

            6.11    PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES
                    The Plan Administrator must use all reasonable measures to
                    locate Participants or Beneficiaries who are entitled to
                    distributions from the Plan. In the event that the Plan
                    Adminstrator cannot locate a Participant or Beneficiary who
                    is entitled to a distribution from the Plan after using all
                    reasonable measures to locate him or her, the Plan
                    Administrator may, consistent with applicable laws,
                    regulations and other pronouncements under ERISA, use any
                    reasonable procedure to dispose of distributable plan
                    assets, including any of the following: (1) establish a bank
                    account for and in the name of the Participant or
                    Beneficiary and transfer the assets to such bank account,
                    (2) purchase an annuity contract with the assets in the name
                    of the Participant or Beneficiary, or (3) after the
                    expiration of 5 years after the benefit becomes payable,
                    treat the amount distributable as a Forfeiture and allocate
                    it in accordance with the terms of the Plan and if the
                    Participant or Beneficiary is later located, restore such
                    benefit to the Plan.

SECTION SEVEN       CLAIMS PROCEDURE

            7.01    FILING A CLAIM FOR PLAN DISTRIBUTIONS
                    A Participant or Beneficiary who desires to make a claim for
                    the Vested portion of the Participant's Individual Account
                    shall file a written request with the Plan Administrator on
                    a form to be furnished to him or her by the Plan
                    Administrator for such purpose. The request shall set forth
                    the basis of the claim. The Plan Administrator is authorized
                    to conduct such

                                       36
<PAGE>   42


                    examinations as may be necessary to facilitate the payment
                    of any benefits to which the Participant or Beneficiary may
                    be entitled under the terms of the Plan.

            7.02    DENIAL OF CLAIM
                    Whenever a claim for a Plan distribution by any Participant
                    or Beneficiary has been wholly or partially denied, the Plan
                    Administrator must furnish such Participant or Beneficiary
                    written notice of the denial within 60 days of the date the
                    original claim was filed. This notice shall set forth the
                    specific reasons for the denial, specific reference to
                    pertinent Plan provisions on which the denial is based, a
                    description of any additional information or material needed
                    to perfect the claim, an explanation of why such additional
                    information or material is necessary and an explanation of
                    the procedures for appeal.

            7.03    REMEDIES AVAILABLE
                    The Participant or Beneficiary shall have 60 days from
                    receipt of the denial notice in which to make written
                    application for review by the Plan Administrator. The
                    Participant or Beneficiary may request that the review be in
                    the nature of a hearing. The Participant or Beneficiary
                    shall have the right to representation, to review pertinent
                    documents and to submit comments in writing. The Plan
                    Administrator shall issue a decision on such review within
                    60 days after receipt of an application for review as
                    provided for in Section 7.02. Upon a decision unfavorable to
                    the Participant or Beneficiary, such Participant or
                    Beneficiary shall be entitled to bring such actions in law
                    or equity as may be necessary or appropriate to protect or
                    clarify his or her right to benefits under this Plan.

SECTION EIGHT       PLAN ADMINISTRATOR

            8.01    EMPLOYER IS PLAN ADMINISTRATOR

                    A.   The Employer shall be the Plan Administrator unless the
                         managing body of the Employer designates a person or
                         persons other than the Employer as the Plan
                         Administrator and so notifies the Trustee (or
                         Custodian, if applicable). The Employer shall also be
                         the Plan Administrator if the person or persons so
                         designated cease to be the Plan Administrator. The
                         Employer may establish an administrative committee that
                         will carry out the Plan Administrator's duties. Members
                         of the administrative committee may allocate the Plan
                         Administrator's duties among themselves.

                    B.   If the managing body of the Employer designates a
                         person or persons other than the Employer as Plan
                         Administrator, such person or persons shall serve at
                         the pleasure of the Employer and shall serve pursuant
                         to such procedures as such managing body may provide.
                         Each such person shall be bonded as may be required by
                         law.

            8.02    POWERS AND DUTIES OF THE PLAN ADMINISTRATOR

                    A.   The Plan Administrator may, by appointment, allocate
                         the duties of the Plan Administrator among several
                         individuals or entities. Such appointments shall not be
                         effective until the party designated accepts such
                         appointment in writing.

                    B.   The Plan Administrator shall have the authority to
                         control and manage the operation and administration of
                         the Plan. The Plan Administrator shall administer the
                         Plan for the exclusive benefit of the Participants and
                         their Beneficiaries in accordance with the specific
                         terms of the Plan.

                    C.   The Plan Administrator shall be charged with the duties
                         of the general administration of the Plan, including,
                         but not limited to, the following:

                         1.   To determine all questions of interpretation or
                              policy in a manner consistent with the Plan's
                              documents and the Plan Administrator's
                              construction or determination in good faith shall
                              be conclusive and binding on all persons except as
                              otherwise provided herein or by law. Any
                              interpretation or construction shall be done in a
                              nondiscriminatory manner and shall be consistent
                              with the intent that the Plan shall continue to be
                              deemed a qualified plan under the terms of Section
                              401(a) of the Code, as amended from time-to-time,
                              and shall comply with the terms of ERISA, as
                              amended from time-to-time;

                         2.   To determine all questions relating to the
                              eligibility of Employees to become or remain
                              Participants hereunder;

                         3.   To compute the amounts necessary or desirable to
                              be contributed to the Plan;

                         4.   To compute the amount and kind of benefits to
                              which a Participant or Beneficiary shall be
                              entitled under the Plan and to direct the Trustee
                              (or Custodian, if applicable0 with respect to all
                              disbursements under the Plan, and, when requested
                              by the Trustee (or Custodian), to furnish the
                              Trustee (or Custodian) with instructions, in
                              writing, on matters pertaining to the Plan and the
                              Trustee (or Custodian) may relay and act thereon;

                         5.   To maintain all records necessary for the
                              administration of the Plan;



                                       37
<PAGE>   43

                         6.   To be responsible for preparing and filing such
                              disclosure and tax forms as may be required from
                              time-to-time by the Secretary of Labor or the
                              Secretary of the Treasury; and

                         7.   To furnish each Employee, Participant or
                              Beneficiary such notices, information and reports
                              under such circumstances as may be required by
                              law.

                    D.   The Plan Administrator shall have all of the powers
                         necessary or appropriate to accomplish his or her
                         duties under the Plan, including, but not limited to,
                         the following:

                         1.   To appoint and retain such persons as may be
                              necessary to carry out the functions on the Plan
                              Administrator;

                         2.   To appoint and retain counsel, specialists or
                              other persons as the Plan Administrator deems
                              necessary or advisable in the administration of
                              the Plan;

                         3.   To resolve all questions of administration of the
                              Plan;

                         4.   To establish such uniform and nondiscriminatory
                              rules which it deems necessary to carry out the
                              terms of the Plan;

                         5.   To make any adjustments in a uniform and
                              nondiscriminatory manner which it deems necessary
                              to correct any arithmetical or accounting errors
                              which may have been made for any Plan Year; and

                         6.   To correct any defect, supply any omission or
                              reconcile any inconsistency in such manner and to
                              such extent as shall be deemed necessary or
                              advisable to carry out the purpose of the Plan.

            8.03    EXPENSES AND COMPENSATION
                    All reasonable expenses of administration including, but not
                    limited to, those involved in retaining necessary
                    professional assistance may be paid from the assets of the
                    Fund. Alternatively, the Employer may, in its discretion,
                    pay any or all such expenses. Pursuant to uniform and
                    nondiscriminatory rules that the Plan Administrator may
                    establish from time-to-time, administrative expenses and
                    expenses unique to a particular Participant may be charged
                    to a Participant's Individual Account or the Plan
                    Administrator may allow Participants to pay such fees
                    outside the Plan. The Employer shall furnish the Plan
                    Administrator with such clerical and other assistance as the
                    Plan Administrator may need in the performance of his or her
                    duties.

            8.04    INFORMATION FROM EMPLOYER
                    To enable the Plan Administrator to perform his or her
                    duties, the Employer shall supply full and timely
                    information to the Plan Administrator (or his or her
                    designated agents) on all matters relating to the
                    Compensation of all Participants, their regular employment,
                    retirement, death, Disability or Termination of Employment,
                    and such other pertinent facts as the Plan Administrator (or
                    his or her agents) may require. The Plan Administrator shall
                    advise the Trustee (or Custodian, if applicable) of such or
                    the foregoing facts as may be pertinent to the Trustee's (or
                    Custodian's) duties under the Plan. The Plan Administrator
                    (or his or her agents) is entitled to rely on such
                    information as is supplied by the Employer and shall have no
                    duty or responsibility to verify such information.

SECTION NINE        AMENDMENT AND TERMINATION

            9.01    RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN
                    A.   The Employer, by adopting the Plan, expressly delegates
                         to the Prototype Sponsor the power, but not the duty,
                         to amend the Plan without any further action or consent
                         of the Employer as the Prototype Sponsor deems
                         necessary for the purpose of adjusting the Plan to
                         comply with all laws and regulations governing pension
                         or profit sharing plans. Specifically, it is understood
                         that the amendments may be made unilaterally by the
                         Prototype Sponsor. However, it shall be understood that
                         the Prototype Sponsor shall be under no obligation to
                         amend the Plan documents and the Employer expressly
                         waives any rights or claims against the Prototype
                         Sponsor for not exercising this power to amend. For
                         purposes of Prototype Sponsor amendments, the mass
                         submitter shall be recognized as the agent of the
                         Prototype Sponsor. If the Prototype Sponsor does not
                         adopt the amendments made by the mass submitter, it
                         will no longer be identical to or a minor modifier of
                         the mass submitter plan.

                    B.   An amendment by the Prototype Sponsor shall be
                         accomplished by giving written notice to the Employer
                         of the amendment to be made. The notice shall set forth
                         the text of such amendment and the date such amendment
                         is to be effective. Such amendment shall take effect
                         unless within the 30 day period after such notice is
                         provided, or within such shorter period as the notice
                         may specify, the Employer gives the Prototype Sponsor
                         written notice of refusal to consent to the amendment.
                         Such written notice of refusal shall have the effect of
                         withdrawing the Plan as a prototype plan and shall
                         cause the Plan to be considered an individually
                         designed plan. The right of the Prototype Sponsor to
                         cause the Plan to be amended shall terminate should the
                         Plan cease to conform as a prototype plan as provided
                         in this or any other section.


                                       38
<PAGE>   44


            9.02    RIGHT OF EMPLOYER TO AMEND THE PLAN
                    The Employer may (1) change the choice of options in the
                    Adoption Agreement; (2) add overriding language in the
                    Adoption Agreement when such language is necessary to
                    satisfy Section 415 or Section 416 of the Code because of
                    the required aggregation of multiple plans; and (3) add
                    certain model amendments published by the Internal Revenue
                    Service which specifically provide that their adoption will
                    not cause the Plan to be treated as individually designed.
                    An Employer that amends the Plan for any other reason,
                    including a waiver of the minimum funding requirement under
                    Section 412(d) of the Code, will no longer participate in
                    this prototype plan and will be considered to have an
                    individually designed plan.

                    An Employer who wishes to amend the Plan to change the
                    options it has chosen in the Adoption Agreement must
                    complete and deliver a new Adoption Agreement to the
                    Prototype Sponsor and Trustee (or Custodian, if applicable).
                    Such amendment shall become effective upon execution by the
                    Employer and Trustee (or Custodian).

                    The Employer further reserves the right to replace the Plan
                    in its entirety by adopting another retirement plan which
                    the Employer designates as a replacement plan.

            9.03    LIMITATION ON POWER TO AMEND
                    No amendment to the Plan shall be effective to the extent
                    that it has the effect of decreasing a Participant's accrued
                    benefit. Notwithstanding the preceding sentence, a
                    Participant's Individual Account may be reduced to the
                    extent permitted under Section 412(c)(8) of the Code. For
                    purposes of this paragraph, a plan amendment which has the
                    effect of decreasing a Participant's Individual Account or
                    eliminating an optional form of benefit with respect to
                    benefits attributable to service before the amendment shall
                    be treated as reducing an accrued benefit. Furthermore, if
                    the vesting schedule of a Plan is amended, in the case of an
                    Employee who is a Participant as of the later of the date
                    such amendment is adopted or the date it becomes effective,
                    the Vested percentage (determined as of such date) of such
                    Employee's Individual Account derived from Employer
                    Contributions will not be less than the percentage computed
                    under the Plan without regard to such amendment.

            9.04    AMENDMENT OF VESTING SCHEDULE
                    If the Plan's vesting schedule is amended, or the Plan is
                    amended in any way that directly or indirectly affects the
                    computation of the Participant's Vested percentage, or if
                    the Plan is deemed amended by an automatic change to or from
                    a top-heavy vesting scheduled, each Participant with at
                    least 3 Years of Vesting Service with the Employer may
                    elect, within the time set forth below, to have the Vested
                    percentage computed under the Plan without regard to such
                    amendment.

                    For Participants who do not have at least 1 Hour of Service
                    in any Plan Year beginning after December 31, 1988, the
                    preceding sentence shall be applied by substituting "5 Years
                    of Vesting Service" for "3 Years of Vesting Service" where
                    such language appears.
                    The Period during which the election may be made shall
                    commence with the date the amendment is adopted or eemed to
                    be made and shall end the later of:

                    A.   60 days after the amendment is adopted;

                    B.   60 days after the amendment becomes effective; or

                    C.   60 days after the Participant is issued written notice
                         of the amendment by the Employer or Plan Administrator.

            9.05    PERMANENCY
                    The Employer expects to continue this Plan and make the
                    necessary contributions thereto indefinitely, but such
                    continuance and payment is not assumed as a contractual
                    obligation. Neither the Adoption Agreement nor the Plan or
                    any amendment or modification thereof nor the making of
                    contributions hereunder shall be construed as giving any
                    Participant or any person whomsoever any legal or equitable
                    right against the Employer, the Trustee (or Custodian, if
                    applicable) the Plan Administrator or the Prototype Sponsor
                    except as specifically provided herein, or as provided by
                    the law.

            9.06    METHOD AND PROCEDURE FOR TERMINATION
                    The Plan may be terminated by the Employer at any time by
                    appropriate action of its managing body. Such termination
                    shall be effective on the date specified by the Employer.
                    The Plan shall terminate if the Employer shall be dissolved,
                    terminated, or declared bankrupt. Written notice of the
                    termination and effective date thereof shall be given to the
                    Trustee (or Custodian), Plan Administrator, Prototype
                    Sponsor, Participants and Beneficiaries of deceased
                    Participants, and the required filings (such as the Form
                    5500 series and others) must be made with the Internal
                    Revenue Service and any other regulatory body as required by
                    current laws and regulations. Until all of the assets have
                    been distributed from the Fund, the Employer must keep the
                    Plan in compliance with current laws and regulations by (a)
                    making appropriate amendments to the Plan and (b) taking
                    such other measures as may be required.

            9.07    CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER
                    Notwithstanding the preceding Section 9.06, a successor of
                    the Employer may continue the Plan and be substituted in the
                    place of the present Employer. The successor and the present
                    Employer (or, if deceased, the executor of the estate

                                       39
<PAGE>   45


                    of a deceased Self-Employed Individual who was the Employer)
                    must execute a written instrument authorizing such
                    substitution and the successor must complete and sign a new
                    plan document.

            9.08    FAILURE OF PLAN QUALIFICATION
                    If the Plan fails to retain its qualified status, the Plan
                    will no longer be considered to be part of a prototype plan,
                    and such Employer can no longer participate under this
                    prototype. In such event, the Plan will be considered an
                    individually designed plan.

SECTION TEN         MISCELLANEOUS

           10.01    STATE COMMUNITY PROPERTY LAWS
                    The terms and conditions of this Plan shall be applicable
                    without regard to the community property laws of any state.

           10.02    HEADINGS
                    The headings of the Plan have been inserted for convenience
                    of reference only and are to be ignored in any construction
                    of the provisions hereof.

           10.03    GENDER AND NUMBER
                    Whenever any words are used herein in the masculine gender
                    they shall be construed as though they were also used in the
                    feminine gender in all cases where they would so apply, and
                    whenever any words are used herein in the singular form they
                    shall be construed as though they were also used in the
                    plural form in all cases where they would so apply.

           10.04    PLAN MERGER OR CONSOLIDATION
                    In the case of any merger or consolidation of the Plan with,
                    or transfer of assets or liabilities of such Plan to, any
                    other plan, each Participant shall be entitled to receive
                    benefits immediately after the merger, consolidation, or
                    transfer (if the Plan had then terminated) which are equal
                    to or greater than the benefits he or she would have been
                    entitled to receive immediately before the merger,
                    consolidation, or transfer (if the Plan had then
                    terminated). The Trustee (or Custodian) has the authority to
                    enter into merger agreements or agreements to directly
                    transfer the assets of the Plan but only if such agreements
                    are made with trustees or custodians of other retirement
                    plans described in Section 401(a) of the Code.

           10.05    STANDARD OF FIDUCIARY CONDUCT
                    The Employer, Plan Administrator, Trustee and any other
                    fiduciary under this Plan shall discharge their duties with
                    respect to this Plan solely in the interests of Participants
                    and their Beneficiaries and with the care, skill, prudence
                    and diligence under the circumstances then prevailing that a
                    prudent man acting in like capacity and familiar with such
                    matters would use in the conduct of an enterprise of a like
                    character and with like aims. No fiduciary shall cause the
                    Plan to engage in any transaction known as a "prohibited
                    transaction" under ERISA.

           10.06    GENERAL UNDERTAKING OF ALL PARTIES
                    All parties to this Plan and all persons claiming any
                    interest whatsoever hereunder agree to perform any and all
                    acts and execute any and all documents and papers which may
                    be necessary or desirable for the carrying out of this Plan
                    and any of its provisions.

           10.07    AGREEMENT BINDS HEIRS, ETC.
                    This Plan shall be binding upon the heirs, executors,
                    administrators, successors and assigns, as those terms shall
                    apply to any and all parties hereto, present and future.

           10.08    DETERMINATION OF TOP-HEAVY STATUS

                    A.   For any Plan Year beginning after December 31, 1983,
                         this Plan is a Top-Heavy Plan if any of the following
                         conditions exist:

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

                         2.   If this Plan is part of a required aggregation
                              group of plans but not part of a permissive
                              aggregation group and the top-heavy ratio for the
                              group of plans exceeds 60%.

                         3.   If this Plan is a part of a required aggregation
                              group and part of a permissive aggregation group
                              of plans and the top-heavy ratio for the
                              permissive aggregation group exceeds 60%.

                         For purposes of Section 10.08, the following terms
                         shall have the meanings indicated below:

                    B.   Key Employee - Any Employee or former Employee (and the
                         Beneficiaries of such Employee) who at any time during
                         the determination period was an officer of the Employer
                         if such individual's annual compensation exceeds 50% of
                         the dollar limitation under Section 415(b)(1)(A) of the
                         Code, an owner (or considered an owner under


                                       40
<PAGE>   46


                         Section 318 of the Code) of one of the 10 largest
                         interests in the Employer if such individual's
                         compensation exceeds 100% of the dollar limitation
                         under Section 415(c)(1)(A) of the Code, a 5% owner of
                         the Employer, or a 1% owner of the Employer who has an
                         annual compensation of more than $150,000. Annual
                         compensation means compensation as defined in Section
                         415(c)(3) of the Code, but including amounts
                         contributed by the Employer pursuant to a salary
                         reduction agreement which are excludable from the
                         Employee's gross income under Section 125, Section
                         402(e)(3), Section 420(h)(1)(B) or Section 403(b) of
                         the Code. The determination period is the Plan Year
                         containing the determination date and the 4 preceding
                         Plan Years.

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

                    C.   Top-heavy ratio

                         1.   If the Employer maintains one or more defined
                              contribution plans (including any simplified
                              employee pension plan) and the Employer has not
                              maintained any defined benefit plan which during
                              the 5-year period ending on the determination
                              date(s) has or has had accrued benefits, the
                              top-heavy ratio for this Plan alone or for the
                              required or permissive aggregation group as
                              appropriate is a fraction, the numerator of which
                              is the sum of the account balances of all Key
                              Employees as of the determination date(s)
                              (including any part of any account balance
                              distributed in the 5-year period ending on the
                              determination date(s)), and the denominator of
                              which is the sum of all account balances
                              (including any part of any account balance
                              distributed in the 5-year period ending on the
                              determination date(s)), both computed in
                              accordance with Section 416 of the Code and the
                              regulation thereunder. Both the numerator and the
                              denominator of the top-heavy ration are increased
                              to reflect any contribution not actually made as
                              of the determination date, but which is required
                              to be taken into account on that date under
                              Section 416 of the Code and the regulations
                              thereunder.

                         2.   If the Employer maintains one or more defined
                              contribution plans (including any simplified
                              employee pension plan) and the Employer maintains
                              or has maintained one or more defined plans which
                              during the 5-year period ending on the
                              determination date(s) has or has had any accrued
                              benefits, the top-heavy ratio for any required or
                              permissive aggregation group as appropriate is a
                              fraction, the numerator of which is the sum of
                              account balances under the aggregated defined
                              contribution plan or plans for all Key Employees,
                              determined in accordance with (1) above, and the
                              present value of accrued benefits under the
                              aggregated defined benefit plan or plans for all
                              Key Employees as of the determination date(s), and
                              the denominator of which is the sum of the account
                              balances under the aggregated defined contribution
                              plan or plans for all Participants, determined in
                              accordance with (1) above, and the present value
                              of accrued benefits under the defined benefit plan
                              or plans for all Participants as of the
                              determination date(s), all determined in
                              accordance with Section 416 of the Code and the
                              regulations thereunder. The accrued benefits under
                              a defined benefit plan in both the numerator and
                              denominator of the top-heavy ratio are increased
                              for any distribution of an accrued benefit made I
                              the 5-year period ending on the determination
                              date.

                         3.   For purposes of (1) and (2) above, the value of
                              account balances and the present value of accrued
                              benefits will be determined as of the most recent
                              valuation date that falls within or ends with the
                              12-month period ending on the determination date,
                              except as provided in Section 416 of the Code and
                              the regulations thereunder for the first and
                              second plan years of a defined benefit plan. The
                              account balances and accrued benefits of a
                              Participant (a) who is not a Key Employee but who
                              was a Key Employee in a Prior Year, or (b) who has
                              not been credited with at least one Hour of
                              Service with any employer maintaining the plan at
                              any time during the 5-year period ending on the
                              determination date will be disregarded. The
                              calculation of the top-heavy ratio, and the extent
                              to which distributions, rollovers, and transfers
                              are taken into account will be made in accordance
                              with Section 416 of the Code and the regulations
                              thereunder. Deductible employee contributions will
                              not be taken into account for purposes of
                              computing the top-heavy ration. When aggregating
                              plans the value of account balances and accrued
                              benefits will be calculated with reference to the
                              determination dates that fall within the same
                              calendar year.

                              The accrued benefit of a Participant other than a
                              Key Employee shall be determined under (a) the
                              method, if any, that uniformly applies for accrual
                              purposes under all defined benefit plans
                              maintained by the Employer, or (b) if there is not
                              such method, as if such benefit accrued not more
                              rapidly than the slowest accrual rate permitted
                              under the fractional rule of Section 411(b)(1)(C)
                              of the Code.

                         4.   Permissive aggregation group: The required
                              aggregation group of plans plus any other plan or
                              plans of the Employer which, when considered as a
                              group with the required aggregation group, would
                              continue to satisfy the requirements of Sections
                              401(a)(4) and 410 of the Code.

                         5.   Required aggregation group: (a) Each qualified
                              plan of the Employer in which at least one Key
                              Employee participates or participated at any time
                              during the determination period (regardless of
                              whether the Plan has terminated), and (b) any
                              other qualified plan of the Employer which enables
                              a plan described in (a) to meet the requirements
                              of Sections 401(a)(4) or 410 of the Code.


                                       41
<PAGE>   47


                         6.   Determination date: For any Plan Year subsequent
                              to the first Plan Year, the last day of the
                              preceding Plan Year. For the first Plan year of
                              the Plan, the last day of that year.

                         7.   Valuation date: For purposes of calculating the
                              top-heavy ratio, the valuation date shall be the
                              last day of each Plan year.

                         8.   Present value: For purposes of establishing the
                              "present value" of benefits under a defined
                              benefit plan to compute the top-heavy ratio, any
                              benefit shall be discounted only for mortality and
                              interest based on the interest rate and mortality
                              table specified for this purpose in the defined
                              benefit plan, unless otherwise indicated in the
                              Adoption Agreement.

           10.09    SPECIAL LIMITATIONS FOR OWNER-EMPLOYEES
                    If this Plan provides contributions or benefits for one or
                    more Owner-Employees who control both the business for which
                    this Plan is established and one or more other trades or
                    businesses, this Plan and the plan established for other
                    trades or businesses must, when looked at as a single plan,
                    satisfy Section 401(a) and (d) of the Code for the employees
                    of those trades or businesses.

                    If the Plan provides contributions or benefits for one or
                    more Owner-Employees who control one or more other trades or
                    businesses, the employees of the other trades or businesses
                    must be included in a plan which satisfies Section 401(a_
                    and (d) of the Code and which provides contributions and
                    benefits not less favorable than provided for
                    ,Owner-Employees under this Plan.

                    If an individual is covered as an Owner-Employee under the
                    plans of two or more trades or businesses which are not
                    controlled and the individual controls a trade or business,
                    then the contributions or benefits of the employees under
                    the plan of the trade or business which is controlled must
                    be as favorable as those provided for him or her under the
                    most favorable plan of the trade or business which is not
                    controlled.

                    For purposes of the preceding paragraphs, an Owner-Employee,
                    or two or more Owner-Employees, will be considered to
                    control a trade or business if the Owner-Employee, or two or
                    more Owner-Employees, together:

                    A.   own the entire interest in an unincorporated trade or
                         business, or

                    B.   in the case of a partnership, own more than 50% of
                         either the capital interest or the profit interest in
                         the partnership.

                    For purposes of the preceding sentence, an Owner-Employee,
                    or two or more Owner-Employees, shall be treated as owning
                    any interest in a partnership which is owned, directly or
                    indirectly, by a partnership which such Owner-Employee, or
                    such two or more Owner-Employees, are considered to control
                    with the meaning of the preceding sentence.

           10.10    INAIENABILITY OF BENEFITS
                    No benefit or interest available hereunder will be subject
                    to assignment or alienation, either voluntarily or
                    involuntarily. The preceding sentence shall also apply to
                    the creation, assignment, or recognition of a right to any
                    benefit payable with respect to a Participant pursuant to a
                    domestic relations order, unless such order is determined to
                    be a qualified domestic relations order, as defined in
                    Section 414(p) of the Code.

                    Generally, a domestic relations order cannot be a qualified
                    domestic relations order until January 1, 1985. However, in
                    the case of a domestic relations order entered before such
                    date, the Plan Administrator:

                    (1)  shall treat such order as a qualified domestic
                         relations order if such Plan Administrator is paying
                         benefits pursuant to such order on such date, and

                    (2)  may treat any other such order entered before such date
                         as a qualified domestic relations order even if such
                         order does not meet the requirements of Section 414(p)
                         of the Code.

                    Notwithstanding any provision of the Plan to the contrary, a
                    distribution to an alternate payee under a qualified
                    domestic relations order shall be permitted even if the
                    Participant affected by such order is not otherwise entitled
                    to a distribution and even if such Participant has not
                    attained earliest retirement age as defined in Section
                    414(p) of the Code.

           10.11    CANNOT ELIMINATE PROTECTED BENEFITS
                    Pursuant to Section 411(d)(6) of the Code, and the
                    regulations thereunder, the Employer cannot reduce,
                    eliminate or make subject to Employer discretion any Section
                    411(d)(6) protected benefit. Where this Plan document is
                    being adopted to amend another plan that contains a
                    protected benefit not provided for in this document, the
                    Employer may attach a supplement to the Adoption Agreement
                    that describes such protected benefit which shall become
                    part of the Plan.



                                       42
<PAGE>   48


SECTION ELEVEN      401(k) PROVISIONS

                    In addition to Sections 1 through 10, the provisions of this
                    Section 11 shall apply if the Employer has established a
                    401(k) cash or deferred arrangement (CODA) by completing and
                    signing the appropriate Adoption Agreement.

          11.100    DEFINITIONS
                    The following words and phrases when used in the Plan with
                    initial capital letters shall, for the purposes of this
                    Plan, have the meanings set forth below unless the context
                    indicates that other meanings are intended.

          11.101    ACTUAL DEFERALL PERCENTAGE (ADP)
                    Means, for a specified group of Participants for a Plan
                    Year, the average of the ratios (calculated separately for
                    each Participant in such group) of (1) the amount of
                    Employer Contributions actually paid over to the Fund on
                    behalf of such Participant for the Plan year to (2) the
                    Participant's Compensation for such Plan Year (taking into
                    account only that Compensation paid to the Employee during
                    the portion of the Plan year he or she was an eligible
                    Participant, unless otherwise indicated in the Adoption
                    Agreement). For purposes of calculating the ADP, Employer
                    Contributions on behalf of any Participant shall include:
                    (1) any Elective Deferrals made pursuant to the
                    Participant's deferral election, (including Excess Elective
                    Deferrals of Highly Compensated Employees), but excluding
                    (a) Excess Elective Deferrals of Non-highly Compensated
                    Employees that arise solely from Elective Deferrals made
                    under the Plan or plans of this Employer and (b) Elective
                    Deferrals that are taken into account in the Contribution
                    Percentage test (provided the ADP test is satisfied both
                    with and without exclusion of these Elective Deferrals); and
                    (2) at the election of the Employer, Qualified Nonelective
                    Contributions and Qualified Matching Contributions. For
                    purposes of computing Actual Deferral Percentages, an
                    Employee who would be a Participant but for the failure to
                    make Elective Deferrals shall be treated as a Participant on
                    whose behalf no Elective Deferrals are made.

          11.102    AGGREGATE LIMIT
                    Means the sum (1) 125% of the greater of the ADP of the
                    Participants who are not Highly Compensated Employees for
                    the Plan Year or the ACP of the Participants who are not
                    Highly Compensated Employees under the Plan subject to Code
                    Section 401(m) for the Plan Year beginning with or within
                    the Plan Year of the CODA; and (2) the lesser of 200% or two
                    plus the lesser of such ADP or ACP. "Lesser" is substituted
                    for "greater" in "(1)" above, and "greater" is substituted
                    for "lesser" after "two plus" in "(2)" if it would result in
                    a larger Aggregate Limit.

          11.103    AVERAGE CONTRIBUTION PERCENTAGE (ACP)
                    Means the average of the Contribution Percentages of the
                    Eligible Participants in a group.

          11.104    CONTRIBUTING PARTICIPANT
                    Means a Participant who has enrolled as a Contributing
                    Participant pursuant to Section 11.201 and on whose behalf
                    the Employer is contributing Elective Deferrals to the Plan
                    (or is making Nondeductible Employee Contributions).

          11.105    CONTRIBUTION PERCENTAGE
                    Means the ratio (expressed as a percentage) of the
                    Participant's Contribution Percentage Amounts to the
                    Participant's Compensation for the Plan Year (taking into
                    account only the Compensation paid to the Employee during
                    the portion of the Plan Year he or she was an eligible
                    Participant, unless otherwise indicated in the Adoption
                    Agreement).

          11.106    CONTRIBUTION PERCENTAGE AMOUNTS
                    Means the sum of the Nondeductible Employee Contributions,
                    Matching Contributions, and Qualified Matching Contributions
                    made under the Plan on behalf of the Participant for the
                    Plan Year. Such Contribution Percentage Amounts shall not
                    include Matching Contributions that are forfeited either to
                    correct Excess Aggregate Contributions or because the
                    contributions to which they relate are Excess Deferrals,
                    Excess Contributions, Excess Aggregate Contributions or
                    excess annual additions which are distributed pursuant to
                    Section 11.508. If so elected in the Adoption Agreement, the
                    Employer may include Qualified Nonelective Contributions in
                    the Contribution Percentage Amount. The Employer also may
                    elect to use Elective Deferrals in the Contribution
                    Percentage Amounts so long as the ADP test is met before the
                    Elective Deferrals are used in the ACP test and continues to
                    be met following the exclusion of those Elective Deferrals
                    that are used to meet the ACP test.

          11.107    ELECTIVE DEFERRALS
                    Means any Employer Contributions made to the Plan at the
                    election of the Participant, in lieu of cash compensation,
                    and shall include contributions made pursuant to a salary
                    reduction agreement or other deferral mechanism. With
                    respect to any taxable year, a Participant's Elective
                    Deferral is the sum of all Employer contributions made on
                    behalf of such Participant pursuant to an election to defer
                    under any qualified CODA as described in Section 401(k) of
                    the Code, any simplified employee pension cash or deferred
                    arrangement as described in Section 402(h)(1)(B), any
                    eligible deferred compensation plan under Section 457, any
                    plan as described under Section 501(c)(18), and any Employer
                    contributions made on behalf of a Participant for the
                    purchase of an annuity contract under Section 403(b)
                    pursuant to a salary reduction agreement. Elective Deferrals
                    shall not include any deferrals properly distributed as
                    excess annual additions.


                                       43
<PAGE>   49

                    No Participant shall be permitted to have Elective Deferrals
                    made under this Plan, or any other qualified plan maintained
                    by the Employer, during any taxable year, in excess of the
                    dollar limitation contained in Section 402(g) of the Code in
                    effect at the beginning of such taxable year.

                    Elective Deferrals may not be taken into account for
                    purposes of satisfying the minimum allocation requirement
                    applicable to Top-Heavy Plans described in Section 3.01(E).

          11.108    ELIGIBLE PARTICIPANT
                    Means any Employee who is eligible to make a Nondeductible
                    Employee Contribution or an Elective Deferral (if the
                    Employer takes such contributions into account in the
                    calculation of the Contribution Percentage), or to receive a
                    Matching Contribution (including Forfeitures thereof) or a
                    Qualified Matching Contribution.

                    If a Nondeductible Employee Contribution is required as a
                    condition of participation in the Plan, any Employee who
                    would be a Participant in the Plan if such Employee made
                    such a contribution shall be treated as an Eligible
                    Participant on behalf of whom no Nondeductible Employee
                    Contributions are made.

          11.109    EXCESS AGGREGATE CONTRIBUTIONS
                    Means, with respect to any Plan Year, the excess of:

                    A.   The aggregate Contribution Percentage Amounts taken
                         into account in computing the numerator of the
                         Contribution Percentage actually made on behalf of
                         Highly Compensated Employees for such Plan year, over

                    B.   The maximum Contribution Percentage Amounts permitted
                         by the ACP test (determined by reducing contributions
                         made on behalf of Highly Compensated Employees in order
                         of their Contribution Percentages beginning with the
                         highest of such percentages).

                         Such determination shall be made after first
                         determining Excess Elective Deferrals pursuant to
                         Section 11.111 and then determining Excess
                         Contributions pursuant to Section 11.110.

          11.110    EXCESS CONTRIBUTIONS
                    Means, with respect to any Plan Year, the excess of:

                    A.   The aggregate amount of Employer Contributions actually
                         taken into account in computing the ADP of Highly
                         Compensated Employees for such Plan year, over

                    B.   The maximum amount of such contributions permitted by
                         the ADP test (determined by reducing contributions made
                         on behalf of Highly Compensated Employees in order of
                         the ADPs, beginning with the highest of such
                         percentages).

          11.111    EXCESS ELECTIVE DEFERRALS
                    Means those Elective Deferrals that are includible in a
                    Participant's gross income under Section 402(g) of the Code
                    to the Extent such Participant's Elective Deferrals for a
                    taxable year exceed the dollar limitation under such Code
                    section. Excess Elective Deferrals shall be treated as
                    annual additions under the Plan, unless such amounts are
                    distributed no later than the first April 15 following the
                    close of the Participant's taxable year.

          11.112    MATCHING CONTRIBUTION
                    Means an Employer Contribution made to this or any other
                    defined contribution plan on behalf of a Participant on
                    account of an Elective Deferral or a Nondeductible Employee
                    Contribution made by such Participant under a plan
                    maintained by the Employer.

                    Matching Contributions may not be taken into account for
                    purposes of satisfying the minimum allocation requirement
                    applicable to Top-Heavy Plans described in Section 3.01(E).

          11.113    QUALIFIED NONELECTIVE CONTRIBUTIONS
                    Means contributions (other than Matching Contributions or
                    Qualified Matching Contributions) made by the Employer and
                    allocated to Participants' Individual Accounts that the
                    Participants may not elect to receive in cash until
                    distributed from the Plan; that are nonforfeitable when
                    made; and that are distributable only in accordance with the
                    distribution provisions that are applicable to Elective
                    Deferrals and Qualified Matching Contributions.

                    Qualified Nonelective Contributions may be taken into
                    account for purposes of satisfying the minimum allocation
                    requirement applicable to Top-Heavy Plans described in
                    Section 3.01(E).

          11.114    QUALIFIED MATCHING CONTRIBUTIONS
                    Means Matching Contributions which are subject to the
                    distribution and nonforfeitability requirements under
                    Section 401(k) of the Code when made.


                                       44
<PAGE>   50


          11.115    QUALIFYING CONTRIBUTING PARTICIPANT
                    Means a Contributing Participant who satisfies the
                    requirements described in Section 11.302 to be entitled to
                    receive a matching Contribution (and Forfeitures, if
                    applicable) for a Plan year.

          11.200    CONTRIBUTING PARTICIPANT

          11.201    REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT

                    A.   Each Employee who satisfies the eligibility
                         requirements specified in the Adoption Agreement may
                         enroll as a Contributing Participant as of any
                         subsequent Entry Date (or earlier if required by
                         Section 2.03) specified in the Adoption Agreement for
                         this purpose. A Participant who wishes to enroll as a
                         Contributing Participant must complete, sign and file a
                         salary reduction agreement (or agreement to make
                         Nondeductible Employee Contributions) with the Plan
                         Administrator.

                    B.   Notwithstanding the times set forth in Section
                         11.201(A) as of which a Participant may enroll as a
                         Contributing Participant, the Plan Administrator shall
                         have the authority to designate, in a nondiscriminatory
                         manner, additional enrollment times during the 12 month
                         period beginning on the Effective Date (or the date
                         that Elective Deferrals may commence, if later) in
                         order that an orderly first enrollment might be
                         completed. In addition, if the Employer has indicated
                         in the Adoption Agreement that Elective Deferrals may
                         be based on bonuses, then Participants shall be
                         afforded a reasonable period of time prior to the
                         issuance of such bonuses to elect to defer them into
                         the Plan.

          11.202    CHANGING ELECTIVE DEFERRAL AMOUNTS
                    A Contributing Participant may modify his or her salary
                    reduction agreement (or agreement to make Nondeductible
                    Employee Contributions) to increase or decrease (within the
                    limits placed on Elective Deferrals (or Nondeductible
                    Employee Contributions) in the Adoption Agreement) the
                    amount of his or her Compensation deferred into the Plan.
                    Such modification may only be made as of the dates specified
                    in the Adoption Agreement for this purpose, or as of any
                    other more frequent date(s) if the Plan Administrator
                    permits in a uniform and nondiscriminatory manner. A
                    Contributing Participant who desires to make such a
                    modification shall complete, sign and file a new salary
                    reduction agreement (or agreement to make Nondeductible
                    Employee Contribution) with the Plan Administrator. The Plan
                    Administrator may prescribe such uniform and
                    nondiscriminatory rules it deems appropriate to carry out
                    the terms of this Section.

          11.203    CEASING ELECTIVE DEFERRALS
                    A Participant may cease Elective Deferrals (or Nondeductible
                    Employee Contributions) and thus withdraw as a Contributing
                    Participant as of the dates specified in the Adoption
                    Agreement for this purpose (or as of any other date if the
                    Plan Administrator so permits in a uniform and
                    nondiscriminatory manner) by revoking the authorization to
                    the Employer to make Elective Deferrals (or Nondeductible
                    Employee Contributions) on his or her behalf. A Participant
                    who desires to withdraw as a Contributing Participant shall
                    give written notice of withdrawal to the Plan Administrator
                    at least thirty days (or such lesser period of days as the
                    Plan Administrator shall permit in a uniform and
                    nondiscriminatory manner) before the effective date of
                    withdrawal. A Participant shall cease to be a Contributing
                    Participant upon his or her Termination of Employment, or an
                    account of termination of the Plan.

          11.204    RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE
                    DEFERRALS
                    A Participant who has withdrawn as a Contributing
                    Participant under Section 11.203 (or because the Participant
                    has taken a hardship withdrawal pursuant to Section 11.503)
                    may not again become a Contributing Participant until the
                    dates set forth in the Adoption Agreement for this purpose,
                    unless the Plan Administrator, in a uniform and
                    nondiscriminatory manner, permits withdrawing Participants
                    to resume their status as Contributing Participants sooner.

          11.205    CERTAIN ONE-TIME IRREVOCABLE ELECTIONS
                    This Section 11.205 applies where the Employer has indicated
                    in the Adoption Agreement that an Employee may make a
                    one-time irrevocable election to have the Employer make
                    contributions to the Plan on such Employee's behalf. In such
                    event, an Employee may elect, upon the Employee's first
                    becoming eligible to participate in the Plan, to have
                    contributions equal to a specified amount or percentage of
                    the Employee's Compensation (including no amount of
                    Compensation) made by the Employer on the Employee's behalf
                    to the Plan (and to any other plan of the Employer) for the
                    duration of the Employee's employment with the Employer. Any
                    contributions made pursuant to a one-time irrevocable
                    election described in this Section are not treated as made
                    pursuant to a cash or deferred election, are not Elective
                    Deferrals and are not includible in an Employee's gross
                    income.

                    The Plan Administrator shall establish such uniform and
                    nondiscriminatory procedures as it deems necessary or
                    advisable to administer this provision.

          11.300    CONTRIBUTIONS

          11.301    CONTRIBUTIONS BY EMPLOYER
                    The Employer shall make contributions to the Plan in
                    accordance with the contribution formula specified in the
                    Adoption Agreement.


                                       45
<PAGE>   51

          11.302    MATCHING CONTRIBUTIONS
                    The Employer may elect to make Matching Contributions under
                    the Plan on behalf of Qualifying Contributing Participants
                    as provided in the Adoption Agreement. To be a Qualifying
                    Contributing Participant for a Plan Year, the Participant
                    must make Elective Deferrals (or Nondeductible Employee
                    Contributions, if the Employer has agreed to match such
                    contributions) for the Plan Year, satisfy any age and Years
                    of Eligibility Service requirements that are specified for
                    Matching Contributions in the Adoption Agreement and also
                    satisfy any additional conditions set forth in the Adoption
                    Agreement for this purpose. In a uniform and
                    nondiscriminatory manner, the Employer may make Matching
                    Contributions at the same time as it contributes Elective
                    Deferrals or at any other time as permitted by laws and
                    regulations.

          11.303    QUALIFYING NONELECTIVE CONTRIBUTIONS
                    The Employer may elect to make Qualified Nonelective
                    Contributions under the Plan on behalf of Participants as
                    provided in the Adoption Agreement.

                    In addition, in lieu of distributing Excess Contributions as
                    provided in Section 11.505 of the Plan, or Excess Aggregate
                    Contributions as provided in Section 11.506 of the Plan, and
                    to the extent elected by the Employer in the Adoption
                    Agreement, the Employer may make Qualified Nonelective
                    Contributions on behalf of Participants who are not Highly
                    Compensated Employees that are sufficient to satisfy either
                    the Actual Deferral Percentage test or the Average
                    Contribution Percentage test, or both, pursuant to
                    regulations under the Code.

          11.304    QUALIFIED MATCHING CONTRIBUTIONS
                    The Employer may elect to make Qualified Matching
                    Contributions under the Plan on behalf of Participants as
                    provided in the Adoption Agreement.

          11.305    NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
                    Notwithstanding Section 3.02, if the Employer so allows in
                    the Adoption Agreement, a Participant may contribute
                    Nondeductible Employee Contributions to the Plan.

                    If the Employer has indicated in the Adoption Agreement that
                    Nondeductible Employee Contributions will be mandatory, then
                    the Employer shall establish uniform and nondiscriminatory
                    rules and procedures for Nondeductible Employee
                    Contributions as it deems necessary and advisable including,
                    but not limited to, rules describing in amounts or
                    percentages of Compensation Participants may or must
                    contribute to the Plan.

                    A separate account will be maintained by the Plan
                    Administrator for the Nondeductible Employee Contributions
                    for each Participant.

                    A Participant may, upon a written request submitted to the
                    Plan Administrator, withdraw the lesser of the portion of
                    his or her Individual Account attributable to his or her
                    Nondeductible Employee Contributions or the amount he or she
                    contributed as Nondeductible Employee Contributions.

                    Nondeductible Employee Contributions and earnings thereon
                    will be nonforfeitable at all times. No Forfeitures will
                    occur solely as a result of an Employee's withdrawal of
                    Nondeductible Employee Contributions.

          11.400    NONDISCRIMINATION TESTING

          11.401    ACTUAL DEFERRAL PERCENTAGE TEST (ADP)

                    A.   LIMITS ON HIGHLY COMPENSATED EMPLOYEES - The Actual
                         Deferral Percentage (hereinafter "ADP" for Participants
                         who are Highly Compensated Employees for each Plan Year
                         and the ADP for Participants who are not Highly
                         Compensated Employees for the same Plan Year must
                         satisfy one of the following tests:

                         1.   The ADP for Participants who are Highly
                              Compensated Employees for the Plan Year shall not
                              exceed the ADP for Participants who are not Highly
                              Compensated Employees for the same Plan Year
                              multiplied by 1.25; or

                         2.   The ADP for Participants who are Highly
                              Compensated Employees for the Plan Year shall not
                              exceed the ADP for Participants who are not Highly
                              Compensated Employees for the same Plan Year
                              multiplied by 2.0 provided that the ADP for
                              Participants who are Highly Compensated Employees
                              does not exceed the ADP for Participants who are
                              not Highly Compensated Employees by more than 2
                              percentage points.

                    B.   SPECIAL RULES

                         1.   The ADP for any Participant who is a Highly
                              Compensated Employee for the Plan Year and who is
                              eligible to have Elective Deferrals (and Qualified
                              Nonelective Contributions or Qualified Matching
                              Contributions, or both, if treated as Elective
                              Deferrals for purposes of the ADP test) allocated
                              to his or her Individual Accounts under two or
                              more arrangements described in Section 401(k) of
                              the Code, that are maintained by the Employer,
                              shall be determined as if such Elective Deferrals
                              (and, if applicable, such Qualified Nonelective


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<PAGE>   52


                              Contributions or Qualified Matching Contributions,
                              or both) were made under a single arrangement. If
                              a Highly Compensated Employee participates in two
                              or more cash or deferred arrangements that have
                              different Plan Years, all cash or deferred
                              arrangements ending with or within the same
                              calendar year shall be treated as a single
                              arrangement. Notwithstanding the foregoing,
                              certain plans shall be treated as separate if
                              mandatorily disaggregated under regulations under
                              Section 401(k) of the Code.

                         2.   In the event that this Plan satisfies the
                              requirements of Sections 401(k), 401(a)(4), or
                              410(b) of the Code only if aggregated with one or
                              more other plans, or if one or more other plans
                              satisfy the requirements of such sections of the
                              Code only if aggregated with this Plan, then this
                              Section 11.401 shall be applied by determining the
                              ADP of Employees as if all such plans were a
                              single plan. For Plan Years beginning after
                              December 31, 1989, plans may be aggregated in
                              order to satisfy Section 401(k) of the Code only
                              if they have the same Plan Year.

                         3.   For purposes of determining the ADP of a
                              Participant who is a 5% owner or one of the 10
                              most highly paid Highly Compensated Employees, the
                              Elective Deferrals (and Qualified Nonelective
                              Contributions or Qualified Matching Contributions,
                              or both, if treated as Elective Deferrals for
                              purposes of the ADP test) and Compensation of such
                              Participant shall include the Elective Deferrals
                              (and, if applicable, Qualified Nonelective
                              Contributions and Qualified Matching
                              Contributions, or both) and Compensation for the
                              Plan Year of family members (as defined in Section
                              414(q)(6) of the Code). Family members, with
                              respect to such Highly Compensated Employees,
                              shall be disregarded as separate Employees in
                              determining the ADP both for Participants who are
                              not Highly Compensated Employees and for
                              Participants who are Highly Compensated Employees.

                         4.   For purposes of determining the ADP test, Elective
                              Deferrals, Qualified Nonelective Contributions and
                              Qualified Matching Contributions must be made
                              before the last day of the 12 month period
                              immediately following the Plan Year to which
                              contributions relate.

                         5.   The Employer shall maintain records sufficient to
                              demonstrate satisfaction of the ADP test and the
                              amount of Qualified Nonelective Contributions or
                              Qualified Matching Contributions, or both, used in
                              such test.

                         6.   The determination and treatment of the ADP amounts
                              of any Participant shall satisfy such other
                              requirements as may be prescribed by the Secretary
                              of the Treasury.

                         7.   If the Employer elects to take Qualified Matching
                              Contributions into account as Elective Deferrals
                              for purposes of the ADP test, then (subject to
                              such other requirements as may be prescribed by
                              the Secretary of the Treasury) unless otherwise
                              indicated in the Adoption Agreement, only the
                              amount of such Qualified Matching Contributions
                              that are needed to meet the ADP test shall be
                              taken into account.

                         8.   In the event that the Plan Administrator
                              determines that it is not likely that the ADP test
                              will be satisfied for a particular Plan Year
                              unless certain steps are taken prior to the end of
                              such Plan Year, the Plan Administrator may require
                              Contributing Participants who are Highly
                              Compensated Employees to reduce their Elective
                              Deferrals for such Plan Year in order to satisfy
                              that requirement. Said reduction shall also be
                              required by the Plan Administrator in the event
                              that the Plan Administrator anticipates that the
                              Employer will not be able to deduct all Employer
                              Contributions from its income for Federal income
                              tax purposes.

          11.400    LIMITS ON NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS AND MATCHING
                    CONTRIBUTIONS

                    A.   LIMITS ON HIGHLY COMPENSATED EMPLOYEES - The Average
                         Contribution Percentage (hereinafter "ACP") for
                         Participants who are Highly Compensated Employees for
                         each Plan year and the ACP for Participants who are not
                         Highly Compensated Employees for the same Plan Year
                         must satisfy one of the following tests:

                         1.   The ACP for Participants who are Highly
                              Compensated Employees for the Plan Year shall not
                              exceed the ACP for Participants who are not Highly
                              Compensated Employees for the same Plan Year
                              multiplied by 1.25; or

                         2.   The ACP for Participants who are Highly
                              Compensated Employees for the Plan Year shall not
                              exceed the ACP for Participants who are not Highly
                              Compensated Employees for the same Plan year
                              multiplied by 2, provided that the ACP for the
                              Participants who are Highly Compensated Employees
                              does not exceed the ACP for Participants who are
                              not Highly Compensated Employees by more than 2
                              percentage points.

                    B.   SPECIAL RULES

                         1.   Multiple Use - If one or more Highly Compensated
                              Employees participates in both a CODA and a plan
                              subject to the ACP test maintained by the Employer
                              and the sum of the ADP and ACP of those Highly
                              Compensated Employees subject to either or both
                              tests exceeds the Aggregate Limit, then, as
                              elected in the Adoption Agreement, the ACP or the
                              ADP of those Highly Compensated Employees who also
                              participate in a CODA will be reduced (beginning
                              with such Highly Compensated Employee whose ACP
                              (or ADP, if elected( is the


                                       47
<PAGE>   53


                              highest) so that the limit is not exceeded. The
                              amount by which each Highly Compensated Employee's
                              Contribution Percentage Amounts (or ADP, if
                              elected) is reduced shall be treated as an Excess
                              Aggregate Contribution (or Excess Contribution, if
                              elected). The ADP and ACP of the Highly
                              Compensated Employees are determined after any
                              corrections required to meet the ADP and ACP
                              tests. Multiple use does not occur if the ADP and
                              ACP of the Highly Compensated Employees does not
                              exceed 1.25 multiplied by the ADP and ACP of the
                              Participants who are not Highly Compensated
                              Employees.

                         2.   For purposes of this Section 11.402, the
                              Contribution Percentage for any Participant who is
                              a Highly Compensated Employee and who is eligible
                              to have Contribution Percentage Amounts allocated
                              to his or her Individual Account under two or more
                              plans described in Section 401(a) of the Code, or
                              arrangements described in Section 401(k) of the
                              Code that are maintained by the Employer, shall be
                              determined as if the total of such Contribution
                              Percentage Amounts was made under each plan. If a
                              Highly Compensated Employee participates in two or
                              more cash or deferred arrangements that have
                              different plan years, all cash or deferred
                              arrangements ending with or within the same
                              calendar year shall be treated as a single
                              arrangement. Notwithstanding the foregoing,
                              certain plans shall be treated as separate if
                              mandatorily disaggregated under regulations under
                              Section 401(m) of the Code.

                         3.   In the event that this Plan satisfies the
                              requirements of Sections 401(m), 401(a)(4) or
                              410(b) of the Code only if aggregated with one or
                              more other plans, or if one or more other plans
                              satisfy the requirements of such Sections of the
                              Code only if aggregated with this Plan, then this
                              Section shall be applied by determining the
                              Contribution Percentage of Employees as if all
                              such plans were a single plan. For Plan Years
                              beginning after December 31, 1989, plans may be
                              aggregated in order to satisfy Section 401(m) of
                              the Code only if they have the same Plan Year.

                         4.   For purposes of determining the Contribution
                              Percentage of a Participant who is a 5% owner or
                              one of the 10 most highly paid Highly Compensated
                              Employees, the Contribution Percentage Amounts and
                              Compensation of such Participant shall include the
                              Contribution Percentage Amounts and Compensation
                              for the Plan Year of family members, (as defined
                              in Section 414(q)(6) of the Code). Family members,
                              with respect to Highly Compensated Employees,
                              shall be disregarded as separate Employees in
                              determining the Contribution Percentage both for
                              Participants who are not Highly Compensated
                              Employees and for Participants who are Highly
                              Compensated Employees.

                         5.   For purposes of determining the Contribution
                              Percentage test, Nondeductible Employee
                              Contributions are considered to have been made in
                              the Plan Year in which contributed to the Fund.
                              Matching Contributions and Qualified Nonelective
                              Contributions will be considered made for a Plan
                              Year if made no later than the end of the 12 month
                              period beginning on the day after the close of the
                              Plan Year.

                         6.   The Employer shall maintain records sufficient to
                              demonstrate satisfaction of the ACP test and the
                              amount of Qualified Nonelective Contributions or
                              Qualified Matching Contributions, or both, used in
                              such test.

                         7.   The determination and treatment of the
                              Contribution Percentage of any Participant shall
                              satisfy such other requirements as may be
                              prescribed by the Secretary of the Treasury.

                         8.   If the Employer elects to take Qualified
                              Nonelective Contributions into account as
                              Contribution Percentage Amounts for purposes of
                              the ACP test, then (subject to such other
                              requirements as may be prescribed by the Secretary
                              of the Treasury) unless otherwise indicated in the
                              Adoption Agreement, only the amount of such
                              Qualified Nonelective Contributions that are
                              needed to meet the ACP test shall be taken into
                              account.

                         9.   If the Employer elects to take Elective Deferrals
                              into account as Contribution Percentage Amounts
                              for purposes of the ACP test, the (subject to such
                              other requirements as may be prescribed by the
                              Secretary of the Treasury) unless otherwise
                              indicated in the Adoption Agreement, only the
                              amount of such Elective Deferrals that are needed
                              to meet the ACP test shall be taken into account.

          11.500    DISTRIBUTION PROVISIONS

          11.501    GENERAL RULE
                    Distributions from the Plan are subject to the provisions of
                    Section 6 and the provisions of this Section 11. In the
                    event of a conflict between the provisions of Section 6 and
                    Section 11, the provisions of Section 11 shall control.

          11.502    DISTRIBUTION REQUIREMENTS
                    Elective Deferrals, Qualified Nonelective Contributions, and
                    Qualified Matching Contributions, and income allocable to
                    each are not distributable to a Participant or his or her
                    Beneficiary or Beneficiaries, in accordance with such
                    Participant's or Beneficiary or Beneficiaries' election,
                    earlier than upon separation from service, death or
                    disability.

                    Such amounts may also be distributed upon:


                                       48
<PAGE>   54


                    A.   Termination of the Plan without the establishment of
                         another defined contribution plan, other than an
                         employee stock ownership plan (as defined in Section
                         4975(e) or Section 409 of the Code) or a simplified
                         employee pension plan as defined in Section 408(k).

                    B.   the disposition by a corporation to an unrelated
                         corporation of substantially all of the assets (within
                         the meaning of Section 409(d)(2) of the Code used in a
                         trade or business of such corporation if such
                         corporation continues to maintain this Plan after the
                         disposition, but only with respect to Employees who
                         continue employment with the corporation acquiring such
                         assets.

                    C.   The disposition by a corporation to an unrelated entity
                         of such corporation's interest in a subsidiary (within
                         the meaning of Section 409(d)(3) of the Code) if such
                         corporation continues to maintain this Plan, but only
                         with respect to Employees who continue employment with
                         such subsidiary.

                    D.   The attainment of age 59 1/2 in the case of a profit
                         sharing plan.

                    E.   If the Employer has so elected in the Adoption
                         Agreement, the hardship of the Participant as
                         described in Section 11.503.

                         All distributions that may be made pursuant to one or
                         more of the foregoing distributable events are subject
                         to the spousal and Participant consent requirements (if
                         applicable) contained in Section 401(a)(11) and 417 of
                         the Code. In addition, distributions after March 31,
                         1988, that are triggered by any of the first three
                         events enumerated above must be made in a lump sum.

          11.503    HARDSHIP DISTRIBUTION

                    A.   GENERAL - If the Employer has so elected in the
                         Adoption Agreement, distribution of Elective Deferrals
                         (and any earnings credited to a Participant's account
                         as of the end of the last Plan year, ending before July
                         1, 1989) may be made to a Participant in the event of a
                         hardship. For the purposes of this Section, hardship is
                         defined as an immediate and heavy financial need of the
                         Employee where such Employee lacks other available
                         resources. Hardship distributions are subject to the
                         spousal consent requirements contained in Sections
                         401(a)(11) and 417 of the Code.

                    B.   SPECIAL RULES

                         1.   The following are the only financial needs
                              considered immediate and heavy: expenses incurred
                              or necessary for medical care, described in
                              Section 213(d) of the Code, of the Employee, the
                              Employee's spouse or dependents; the purchase
                              (excluding mortgage payments) of a principal
                              residence for the Employee; payment of tuition and
                              related education fees for the next 12 months of
                              post-secondary education for the Employee, the
                              Employee's spouse, children or dependents; or the
                              need to prevent the eviction of the Employee from,
                              or a foreclosure on the mortgage of, the
                              Employee's principal residence.

                         2.   A distribution will be considered as necessary to
                              satisfy an immediate and heavy financial need of
                              the Employee only if:

                              a.    The Employee has obtained all distributions,
                                    other than hardship distributions, and all
                                    nontaxable loans under all plans maintained
                                    by the Employer;

                              b.    All plans maintained by the Employer provide
                                    that the Employee's Elective Deferrals (and
                                    Nondeductible Employee Contributions) will
                                    be suspended for 12 months after the receipt
                                    of the hardship distribution;

                              c.    The distribution is not in excess of the
                                    amount of an immediate and heavy financial
                                    need (including amounts necessary to pay any
                                    Federal, state or local income taxes or
                                    penalties reasonably anticipated to result
                                    from the distribution); and

                              d.    All plans maintained by the Employer provide
                                    that the Employee may not make Elective
                                    Deferrals for the Employee's taxable year
                                    immediately following the taxable year of
                                    the hardship distribution in excess of the
                                    applicable limit under Section 402(g) of the
                                    Code for such taxable year less the amount
                                    of such Employee's Elective Deferrals for
                                    the taxable year of the hardship
                                    distribution.

          11.504    DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

                    A.   GENERAL RULE - A Participant may assign to this Plan
                         any Excess Elective Deferrals made during a taxable
                         year of the Participant by notifying the Plan
                         Administrator on or before the date specified in the
                         Adoption Agreement of the amount of the Excess Elective
                         Deferrals to be assigned to the Plan. A Participant is
                         deemed to notify the Plan Administrator of any Excess
                         Elective Deferrals that arise by taking into account
                         only those Elective Deferrals made to this Plan and any
                         other plans of the Employer.


                                       49
<PAGE>   55


                         Notwithstanding any other provision of the Plan, Excess
                         Elective Deferrals, plus any income and minus any loss
                         allocable thereto, shall be distributed no later than
                         April 15 to any Participant to whose Individual Account
                         Excess Elective Deferrals were assigned for the
                         preceding year and who claims Excess Elective Deferrals
                         for such taxable year.

                    B.   DETERMINATION OF INCOME OR LOSS - Excess Elective
                         Deferrals shall be adjusted for any income or loss up
                         to the date of distribution. The income of loss
                         allocable to Excess Elective Deferrals is the sum of:
                         (1) income or loss allocable to the Participant's
                         Elective Deferral account for the taxable year
                         multiplied by a fraction, the numerator of which is
                         such Participant's Elective Deferrals for the year and
                         the denominator is the Participant's Individual Account
                         balance attributable to Elective Deferrals without
                         regard to any income or loss occurring during such
                         taxable year; and (2) 10% of the amount determined
                         under (1) multiplied by the number of calendar months
                         between the end of the Participant's taxable year and
                         the date of distribution, counting the month of
                         distribution if distribution occurs after the 15th of
                         such month. Notwithstanding the preceding sentence, the
                         Plan Administrator may compute the income or loss
                         allocable to Excess Elective Deferrals in the manner
                         described in Section 4 (i.e., the usual manner used by
                         the Plan for allocating income or loss to Participants'
                         Individual Accounts), provided such method is used
                         consistently for all Participants and for all
                         corrective distributions under the Plan for the Plan
                         Year.

          11.505    DISTRIBUTION OF EXCESS CONTRIBUTIONS

                    A.   GENERAL RULE - Notwithstanding any other provision of
                         this Plan, Excess Contributions, plus any income and
                         minus any loss allocable thereto, shall be distributed
                         no later than the last day of each Plan Year to
                         Participants to whose Individual Accounts such Excess
                         Contributions were allocated for the preceding Plan
                         Year. If such excess amounts are distributed more than
                         2 1/2 months after the last day of the Plan Year in
                         which such excess amounts arose, a 10% excise tax will
                         be imposed on the Employer maintaining the Plan with
                         respect to such amounts. Such distributions shall be
                         made to Highly Compensated Employees on the basis of
                         the respective portions of the Excess Contributions
                         attributable to each of such Employees. Excess
                         Contributions of Participants who are subject to the
                         family member aggregation rules shall be allocated
                         among the family members in proportion to the Elective
                         Deferrals (and amounts treated as Elective Deferrals)
                         of each family member that is combined to determine the
                         combined ADP.

                         Excess Contributions (including the amounts
                         recharacterized) shall be treated as annual additions
                         under the Plan.

                    B.   DETERMINATION OF INCOME OR LOSS - Excess Contributions
                         shall be adjusted for any income or loss up to the date
                         of distribution. The income or loss allocable to Excess
                         Contributions is the sum of: (1) income or loss
                         allocable to Participant's Elective Deferral Account
                         (and, if applicable, the Qualified Nonelective
                         Contribution account or the Qualified Matching
                         Contributions account or both) for the Plan Year
                         multiplied by a fraction, the numerator of which is
                         such Participant's Excess Contributions for the year
                         and the denominator is the Participant's Individual
                         Account balance attributable to Elective Deferrals (and
                         Qualified Nonelective Contributions or Qualified
                         Matching Contributions, or both, if any of such
                         contributions are included in the ADP test) without
                         regard to any income or loss occurring during such Plan
                         Year; and (2) 10% of the amount determined under (1)
                         multiplied by the number of whole calendar months
                         between the end of the Plan Year and the date of
                         distribution, counting the month of distribution if
                         distribution occurs after the 15th of such month.
                         Notwithstanding the preceding sentence, the Plan
                         Administrator may compute the income or loss allocable
                         to Excess Contributions in the manner described in
                         Section 4 (i.e., the usual manner used by the Plan for
                         allocating income or loss to Participants' Individual
                         Accounts), provided such method is used consistently
                         for all Participants and for all corrective
                         distributions under the Plan for the Plan Year.

                    C.   ACCOUNTING FOR EXCESS CONTRIBUTIONS - Excess
                         Contributions shall be distributed from the
                         Participant's Elective Deferral account and Qualified
                         Matching Contributions account (if applicable) in
                         proportion to the Participant's Elective Deferrals and
                         Qualified Matching Contributions (to the extent used in
                         the ADP test) for the Plan Year. Excess Contributions
                         shall be distributed from the Participant's Qualified
                         Nonelective Contribution account only to the extent
                         that such Excess Contributions exceed the balance in
                         the Participant's Elective Deferral Account and
                         Qualified Matching Contribution account.

          11.506    DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

                    A.   GENERAL RULE - Notwithstanding any other provision of
                         this Plan, Excess Aggregate Contributions, plus any
                         income and minus any loss allocable thereto, shall be
                         forfeited, if forfeitable, or if not forfeitable,
                         distributed no later than the last day of each Plan
                         year to Participants to whose accounts such Excess
                         Aggregate Contributions were allocated for the
                         preceding Plan Year. Excess Aggregate Contributions of
                         Participants who are subject to the family member
                         aggregation rules shall be allocated among the family
                         members in proportion to the Employee and Matching
                         Contributions (or amounts treated as Matching
                         Contributions) of each family member that is combined
                         to determine the combined ACP. If such Excess Aggregate
                         Contributions are distributed more than 2 1/2 months
                         after the last day of the Plan year in which such
                         excess amounts arose, a 10% excise tax will be imposed
                         on the Employer maintaining the Plan with respect to
                         those amounts.


                                       50
<PAGE>   56

                         Excess Aggregate Contributions shall be treated as
                         annual additions under the Plan.

                    B.   DETERMINATION OF INCOME OR LOSS - Excess Aggregate
                         Contributions shall be adjusted for any income or loss
                         up to the date of distribution. The income or loss
                         allocable to Excess Aggregate Contributions is the sum
                         of: (1) income or loss allocable to the Participant's
                         Nondeductible Employee Contribution account, Matching
                         Contribution account (if any, and if all amounts
                         therein are not used in the ADP test) and, if
                         applicable, Qualified Nonelective Contribution account
                         and Elective Deferral account for the Plan Year
                         multiplied by a fraction, the numerator of which is
                         such Participant's Excess Aggregate Contributions for
                         the year and the denominator is the Participant's
                         Individual Account balance(s) attributable to
                         Contribution Percentage Amounts without regard to any
                         income or loss occurring during such Plan Year; and (2)
                         10% of the amount determined under (1) multiplied by
                         the number of whole calendar months between the end of
                         the Plan Year and the date of distribution, counting
                         the month of distribution if distribution occurs after
                         the 15th of such month. Notwithstanding the preceding
                         sentence, the Plan Administrator may compute the income
                         or loss allocable to Excess Aggregate Contributions in
                         the manner described in Section 4 (i.e., the usual
                         manner used by the Plan for allocating income or loss
                         to Participants' Individual Accounts), provided such
                         method is used consistently for all Participants and
                         for all corrective distributions under the Plan for the
                         Plan Year.

                    C.   FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS -
                         Forfeitures of Excess Aggregate Contributions may
                         either be reallocated to the accounts of Contributing
                         Participants who are not Highly Compensated Employees
                         or applied to reduce Employer Contributions, as elected
                         by the Employer in the Adoption Agreement.

                    D.   Accounting for Excess Aggregate Contributions - Excess
                         Aggregate Contributions shall be forfeited, if
                         forfeitable or distributed on a pro rata basis from the
                         Participant's Nondeductible Employee Contribution
                         account, Matching Contribution account, and Qualified
                         Matching Contribution account (and, if applicable, the
                         Participant's Qualified Nonelective Contribution
                         account or Elective Deferral account, or both).

          11.507    RECHARACTERIZATION
                    A Participant may treat his or her Excess Contributions as
                    an amount distributed to the Participant and then
                    contributed by the Participant to the Plan. Recharacterized
                    amounts will remain nonforfeitable and subject to the same
                    distribution requirements as Elective Deferrals. Amounts may
                    not be recharacterized by a Highly Compensated Employee to
                    the extent that such amount in combination with other
                    Nondeductible Employee Contributions made by that Employee
                    would exceed any stated limit under the Plan on
                    Nondeductible Employee Contributions.

                    Recharacterization must occur no later than two and one-half
                    months after the last day of the Plan Year in which such
                    Excess Contributions arose and is deemed to occur no earlier
                    than the date the last Highly Compensated Employee is
                    informed in writing of the amount recharacterized and the
                    consequences thereof. Recharacterized amounts will be
                    taxable to the Participant for the Participant's tax year in
                    which the Participant would have received them in cash.

          11.508    DISTRIBUTION OF ELECTIVE DEFERRALS IF EXCESS ANNUAL
                    ADDITIONS
                    Notwithstanding any other provision of the Plan, a
                    Participant's Elective Deferrals shall be distributed to him
                    or her to the extent that the distribution will reduce an
                    excess annual addition (as that term is described in Section
                    3.05 of the Plan).

          11.600    VESTING

          11.601    100% VESTING ON CERTAIN CONTRIBUTIONS
                    The Participant's accrued benefit derived from Elective
                    Deferrals, Qualified Nonelective Contributions,
                    Nondeductible Employee Contributions, and Qualified Matching
                    Contributions is nonforfeitable. Separate accounts for
                    Elective Deferrals, Qualified Nonelective Contributions,
                    Nondeductible Employee Contributions, Matching
                    Contributions, and Qualified Matching Contributions will be
                    maintained for each Participant. Each account will be
                    credited with the applicable contributions and earnings
                    thereon.

          11.602    FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS
                    Matching Contributions shall be Vested in accordance with
                    the vesting schedule for Matching Contributions in the
                    Adoption Agreement. In any event, Matching Contributions
                    shall be fully Vested at Normal Retirement Age, upon the
                    complete or partial termination of the profit sharing plan,
                    or upon the complete discontinuance of Employer
                    Contributions. Notwithstanding any other provisions of the
                    Plan, Matching Contributions or Qualified Matching
                    Contributions must be forfeited if the contributions to
                    which they relate are Excess Elective Deferrals, Excess
                    Contributions, Excess Aggregate Contributions or excess
                    annual additions which are distributed pursuant to Section
                    11.508. Such Forfeitures shall be allocated in accordance
                    with Section 3.01(C).

                    When a Participant incurs a Termination of Employment,
                    whether a Forfeiture arises with respect to Matching
                    Contributions shall be determined in accordance with Section
                    6.01(D).



                                       51