EXHIBIT 10.5
























PENTEGRA SERVICES, INC.










EMPLOYEES' SAVINGS & PROFIT SHARING PLAN


BASIC PLAN DOCUMENT


























































1/1/2001





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       TABLE OF CONTENTS


	 	 	 		
	ARTICLE I	 	PURPOSE AND DEFINITIONS	1
	 				
	ARTICLE II		PARTICIPATION AND MEMBERSHIP	11
		Section 1		Eligibility Requirements	11
		Section 2		Exclusion of Certain Employees	12
		Section 3		Waiver of Eligibility Requirements	12
		Section 4		Exclusion of Non-Salaried Employees	13
		Section 5		Commencement of Participation	13
		Section 6		Termination of Participation	14
	 				
	ARTICLE III		CONTRIBUTIONS	15
		Section 1		Contributions by Members	15
		Section 2		Elective Deferrals by Members	15
		Section 3		Transfer of Funds and Rollover Contributions by Members	16
		Section 4		Employer Contributions - General	17
		Section 5		Employer Matching Contributions	17
		Section 6		Employer Basic Contributions	18
		Section 7		Supplemental Contributions by Employer	18
	 	Section 8		The Profit Sharing Feature	19
	 	Section 9		The 401(k) Feature	21
	 	Section 10		Determining the Actual Deferral Percentages	23
	 	Section 11		Determining the Actual Contribution Percentages	25
	 	Section 12		The Aggregate Limit Test	30
	 	Section 13		Remittance of Contributions	31
	 	Section 14		Safe Harbor CODA	32
	 				
	ARTICLE IV		INVESTMENT OF CONTRIBUTIONS	34
	 	Section 1		Investment by Trustee or Custodian	34
	 	Section 2		Member Directed Investments	35
	 	Section 3		Employer Securities	35
	 				
	ARTICLE V		MEMBERS' ACCOUNTS, UNITS AND VALUATION	36
	 				
	ARTICLE VI		VESTING OF ACCOUNTS	37
	 	Section 1		Vesting of Member Contributions, 401(k) Deferrals, Qualified
Nonelective Contributions and Rollover Contributions	37
	 	Section 2		Vesting of Employer Contributions	37
	 	Section 3		Forfeitures	41
	 				
	ARTICLE VII		WITHDRAWALS AND DISTRIBUTIONS	43
	 	Section 1		General Provisions	43
	 	Section 2		Withdrawals While Employed	44
	 	Section 3		Distributions Upon Termination of Employment	46
	 	Section 4		Distributions Due to Disability	51
	 	Section 5		Distributions Due to Death	52
	 	Section 6		Minimum Required Distributions	53
	 				






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	ARTICLE VIII		LOAN PROGRAM	58
	 	Section 1		General Provisions	58
	 	Section 2		Loan Application	58
	 	Section 3		Permitted Loan Amount	60
	 	Section 4		Source of Funds for Loan	60
	 	Section 5		Conditions of Loan	61
	 	Section 6		Crediting of Repayment	61
	 	Section 7		Cessation of Payments on Loan	62
	 	Section 8		Loans to Former Members	62
	 				
	ARTICLE IX		ADMINISTRATION OF PLAN AND ALLOCATION 
   OF RESPONSIBILITIES	64
	 	Section 1		Fiduciaries	64
	 	Section 2		Allocation of Responsibilities Among the Fiduciaries	64
	 	Section 3		No Joint Fiduciary Responsibilities	67
	 	Section 4		Investment Manager	67
	 	Section 5		Advisor to Fiduciary	68
	 	Section 6		Service in Multiple Capacities	68
	 	Section 7		Appointment of Plan Administrator	68
	 	Section 8		Powers of the Plan Administrator	69
	 	Section 9		Duties of the Plan Administrator	69
	 	Section 10		Action by the Plan Administrator	69
	 	Section 11		Discretionary Action	69
	 	Section 12		Compensation and Expenses of Plan Administrator	70
	 	Section 13		Reliance on Others	70
	 	Section 14		Self Interest	70
	 	Section 15		Personal Liability - Indemnification	70
	 	Section 16		Insurance	71
	 	Section 17		Claims Procedures	71
	 	Section 18		Claims Review Procedures	72
	 				
	ARTICLE X		MISCELLANEOUS PROVISIONS	73
	 	Section 1		General Limitations	73
	 	Section 2		Top Heavy Provisions	82
	 	Section 3		Information and Communications	85
	 	Section 4		Small Account Balances	85
	 	Section 5		Amounts Payable to Incompetents, Minors or Estates	85
	 	Section 6		Non-Alienation of Amounts Payable	86
	 	Section 7		Unclaimed Amounts Payable	86
	 	Section 8		Leaves of Absence	87
	 	Section 9		Return of Contributions to Employer	88
	 	Section 10		Controlling Law	88
	 				
	ARTICLE XI		AMENDMENT & TERMINATION	89
	 	Section 1		General	89
	 	Section 2		Termination of Plan and Trust	89
	 	Section 3		Liquidation of Trust Assets in the Event of Termination	89
	 	Section 4		Partial Termination	90
	 	Section 5		Power to Amend	90






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	 	Section 6		Solely for Benefit of Members, Terminated
Members and their Beneficiaries	91
	 	Section 7		Successor to Business of the Employer	91
	 	Section 8		Merger, Consolidation and Transfer	92
	 	Section 9		Revocability	92
	 				
	TRUSTS ESTABLISHED UNDER THE PLAN	94


































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       ARTICLE I


       PURPOSE AND DEFINITIONS 




Section 1.1       




This Plan and Trust, as evidenced hereby, and the applicable Adoption
Agreement and Trust Agreement(s), are designed and intended to qualify in form
as a qualified profit sharing plan and trust under the applicable provisions
of the Internal Revenue Code of 1986, as now in effect or hereafter amended,
or any other applicable provisions of law including, without limitation, the
Employee Retirement Income Security Act of 1974, as amended.  Effective
January 1, 2001, except as otherwise provided, the Plan is hereby amended and
restated in its entirety to provide as follows:




Section 1.2




The following words and phrases as used in this Plan shall have the following
meanings:




       (A)        "Account" means the Plan account established and maintained in
respect of each Member  pursuant to Article V, to which Account
shall be allocated, as applicable, the Member's after-tax amounts,
401(k) amounts, Employer matching amounts, basic amounts,
supplemental amounts, profit sharing amounts,  qualified non-elective contribution amounts, rollover amounts, and funds
directly transferred to the Plan.




       (B)        "Actual Deferral Percentage Test Safe Harbor" means the method
described in Section 3.14 (A) of Article III for satisfying the
actual deferral percentage test of §401(k)(3) of the Code.




       (C)        "Actual Deferral Percentage Test Safe Harbor Contributions" means
Employer matching contributions and non-elective contributions
described in section 3.14 (A) (1) of Article III.




       (D)       "Adoption Agreement" means the separate document by which the
Employer has adopted the Plan and specified certain of the terms
and provisions hereof. If any term, provision or definition
contained in the Adoption Agreement is inconsistent with any term,



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provision or definition contained herein, the one set forth in the
Adoption Agreement shall govern.  The Adoption Agreement shall be
incorporated into and form an integral part of the Plan.



       (E)       "Beneficiary" means the person or persons designated to receive
any amount payable under the Plan upon the death of a Member.
Such designation may be made or changed only by the Member on a
form provided by, and filed with, the Third Party Administrator
prior to his death.  If the Member is not survived by a Spouse and
if no Beneficiary is designated, or if the designated Beneficiary
predeceases the Member, then any such amount payable shall be paid
to such Member's estate upon his death.




       (F)       "Board" means the Board of Directors of the Employer adopting the
Plan.




       (G)       "Break in Service" means:




              (1)       Where an Employer has elected, in its Adoption Agreement, to
use the hours of service method for eligibility and/or
vesting, a Plan Year during which an individual has not
completed more than 500 Hours of Employment, as determined
by the Plan Administrator in accordance with the IRS
Regulations.  Solely for purposes of determining whether a
Break in Service has occurred, an individual shall be
credited with the Hours of Employment which such individual
would have completed but for a maternity or paternity
absence, as determined by the Plan Administrator in
accordance with this Paragraph, the Code and the applicable
regulations issued by the DOL and the IRS; provided,
however, that the total Hours of Employment so credited
shall not exceed 501 and the individual timely provides the
Plan Administrator with such information as it may require.
Hours of Employment credited for a maternity or paternity
absence shall be credited entirely (i) in the Plan Year in
which the absence began if such Hours of Employment are
necessary to prevent a Break in Service in such year, or
(ii) in the following Plan Year.  For purposes of this
Paragraph, maternity or paternity absence shall mean an
absence from work by reason of the individual's pregnancy,
the birth of the individual's child or the placement of a
child with the individual in connection with the adoption of
the child by such individual, or for purposes of caring for
a child for the period immediately following such birth or
placement.




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              (2)       Where an Employer has elected to use the elapsed time method
for eligibility and/or vesting service,  a Period of
Severance of at least 12 consecutive months.


       (H)       "Code" means the Internal Revenue Code of 1986, as now in effect
or as hereafter amended.  All citations to sections of the Code
are to such sections as they may from time to time be amended or
renumbered.




       (I)       "Commencement Date" means the date on which an Employer begins to
participate in the Plan.




       (J)       "Contribution Determination Period" means the Plan Year, fiscal
year, or calendar or fiscal quarter, as elected by an  Employer, upon which
eligibility for and the maximum permissible amount of any Profit Sharing
contribution, as defined in Article III, is determined.  Notwithstanding the
foregoing, for purposes of Article VI, Contribution Determination Period means
the Plan Year.




       (K)       "Disability" means a Member's disability as defined in Article
VII, Section 7.4.




       (L)       "DOL" means the United States Department of Labor.




       (M)       "Employee" means any person in Employment, and who receives
compensation from, the Employer, and any leased employee within
the meaning of Section 414(n)(2) of the Code.  The term "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 performed under primary direction or control
by the recipient.  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: (i) such employee is covered by a money purchase
pension plan providing: (1) a nonintegrated employer contribution
rate of at least 10 percent 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



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employee's gross income under Section 125, Section 402(e)(3),
Section 402(h)(1) (B) or Section 403(b) of the Code, (2) immediate
participation, and (3) full and immediate vesting; and (ii) leased
employees do not constitute more than 20 percent of the
recipient's non-highly compensated work force. 




       (N)       "Employer" means the entity named in the Adoption Agreement and
any other entity which, together therewith, constitutes an
affiliated service group (as defined in Section 414(m)(2) of the
Code) , any corporation which, together therewith, constitutes a
controlled group of corporations as defined in Section 1563 of the
Code, and any other trade or business (whether incorporated or
not) which, together therewith, are required to be aggregated
under Sections 414(b), 414(c), or 414(o) of the Code.  For
purposes of the definition of "Salary" in Section 1.2(II) and
Article III of the Plan, "Employer" shall refer only to the
applicable entity that is participating in the Plan.   




       (O)       "Employment" means service with an Employer. 




       (P)       "Enrollment Date" means the date on which an Employee becomes a
Member as provided under Article II.




       (Q)       "ERISA" means the Employee Retirement Income Security Act of 1974,
as now in effect or as hereafter amended. 




       (R)       "Fiduciary" means any person who (i) exercises any discretionary
authority or control with respect to the management of the Plan or
control with respect to the management or disposition of the
assets thereof, (ii) renders any investment advice for a fee or
other compensation, direct or indirect, with respect to any moneys
or other property of the Plan, or has any discretionary authority
or responsibility to do so, or (iii) has any discretionary
authority or responsibility in the administration of the Plan,
including any other persons (other than trustees) designated by
any Named Fiduciary to carry out fiduciary responsibilities,
except to the extent otherwise provided by ERISA.




       (S)       "Highly Compensated Employee" means for Plan Years beginning after
December 31, 1996, an Employee (i) who is a 5 percent owner at any
time during the look-back year or determination year, or (ii)(a)
who is employed during the determination year and who during the


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look-back year received compensation from the Employer in excess
of $80,000 (as adjusted pursuant to the Code and Regulations for
changes in the cost of living), and (b) if elected by the Employer
was in the top-paid group of Employees for such look-back year. 




       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.  The Employer may, however, as
indicated in the Adoption Agreement, make a calendar year data
election.  If a calendar year data election is made, the look-
back year shall be the calendar year ending within the Plan Year
for purposes of determining who is a Highly Compensated Employee
(other than for 5% owners).




       The top-paid group shall consist of the top 20 percent of the
Employees when ranked on the basis of compensation paid by the
Employer.  




       The determination of who is a Highly Compensated Employee will be
made in accordance with Section 414(q) of the Code and the IRS
Regulations thereunder.




       A highly compensated former employee is based on the rules
applicable to determining Highly Compensated Employee status as in
effect for that determination year, in accordance with section
1.414(q)-1T, A-4 of the temporary Income Tax Regulations and IRS
Notice 97-45.




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




       (T)       "Hour of Employment" means each hour during which an Employee
performs service (or is treated as performing service as required
by law) for the Employer and, except in the case of military
service, for which he is directly or indirectly paid, or entitled
to payment, by the Employer (including any back pay irrespective
of mitigation of damages), all as determined in accordance with
applicable DOL Regulations.




       (U)       "Investment Manager" means any Fiduciary other than a Trustee or
Named Fiduciary who (i) has the power to manage, acquire or
dispose of any asset of the Plan; (ii) is (a) registered as an



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investment advisor under the Investment Advisors Act of 1940; (b)
is a bank, as defined in such Act, or (c) is an insurance company
qualified to perform the services described in clause (i) hereof
under the laws of more than one state of the United States; and
(iii) has acknowledged in writing that he is a Fiduciary with
respect to the Plan.




       (V)       "IRS" means the United States Internal Revenue Service.




       (W)       "Leave of Absence" means an absence authorized by an Employee's
Employer and approved by the Plan Administrator, on a uniform
basis, in accordance with Article X.




       (X)       "Member" means an Employee enrolled in the membership of the Plan
under Article II.




       (Y)       "Month" means any calendar month.




       (Z)       "Named Fiduciary" means the Fiduciary or Fiduciaries named herein
or in the Adoption Agreement who jointly or severally have the
authority to control and manage the operation and administration
of the Plan.




       (AA)       "Non-highly Compensated Employee" means an Employee who is not a
Highly Compensated Employee.




       (BB)       "Normal Retirement Age" means the Member's sixty-fifth (65th)
birthday unless otherwise specified in the Adoption Agreement.




       (CC)       "Period of Service" means the aggregate of all periods commencing with
the Employee's first day of employment or reemployment with the Employer
and ending on the date a Break in Service begins.  The first day of
employment or reemployment is the first day the Employee performs an
Hour of Employment.




        An Employee will also receive credit for any Period of Severance
of less than 12 consecutive months, provided that the Employee
returns to Employment within 12 months of the Employee's
retirement, quit or discharge or, if earlier, within 12 months of
the date the Employee was first absent from service for any other
reason.




       (DD)       "Period of Severance" means a continuous period of time during which the
Employee is not employed by the Employer.  Such period begins on the


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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-consecutive month period beginning on
the first anniversary of the first day 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 (a) by reason of the pregnancy of the individual, (b) by
reason of the birth of a child of the individual, (c) by reason of
the placement of a child with the individual in connection with
the adoption of such child by such individual, or (d) for purposes
of caring for such child for a period beginning immediately
following such birth or placement.




       (EE)       "Plan" means the Employees' Savings & Profit Sharing Plan as
evidenced by this document, the applicable Adoption Agreement and
all subsequent amendments thereto.




       (FF)       "Plan Administrator" means the Named Fiduciary or, as designated
by such Named Fiduciary and approved by the Board in accordance
with Article IX, any officer or Employee of the Employer.




       (GG)       "Plan Year" means a consecutive 12-month period ending December 31
unless otherwise specified in the Adoption Agreement.




       (HH)       "Regulations" means the applicable regulations issued under the
Code, ERISA or other applicable law, by the IRS, the DOL or any
other governmental authority and any proposed or temporary
regulations or rules promulgated by such authorities pending the
issuance of such regulations.




       (II)       "Salary" means regular basic monthly salary or wages, exclusive of
special payments such as overtime, bonuses, fees, deferred
compensation (other than pre-tax elective deferrals pursuant to a
Member's election under Article III), severance payments, and
contributions by the Employer under this or any other plan (other
than before-tax contributions made on behalf of a Member under a
Code Section 125 cafeteria plan and, effective for Plan Years
beginning on or after January 1, 2001, qualified transportation
fringe benefits under Code Section 132(f), unless the Employer



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specifically elects to exclude such contributions or benefits).
Commissions shall be included at the Employer's option within such
limits, if any, as may be set by the Employer in the Adoption
Agreement and applied uniformly to all its commissioned Employees.
In addition, Salary may also include, at the Employer's option,
special payments such as (i) overtime or (ii) overtime plus
bonuses.  As an alternative to the foregoing definition, at the
Employer's option, Salary may be defined to include total taxable
compensation reported on the Member's IRS Form W-2, plus
deferrals, if any, pursuant to Section 401(k) and Section 125 of
the Code, plus, effective for Plan Years beginning on or after
January 1, 2001, qualified transportation fringe benefits under
Code Section 132(f) (unless the Employer specifically elects to
exclude such Section 125 deferrals or Section 132(f) amounts), but
excluding compensation deferred from previous years.  In no event
may a Member's Salary for any Plan Year exceed for purposes of the
Plan $150,000 (adjusted for cost of living to the extent permitted
by the Code and the IRS Regulations).  




       For Plan Years beginning after December 31, 1996, the family
member aggregation rules of Code Section 414(q)(6) (as in effect
prior to the Small Business Job Protection Act of 1996) are
eliminated.




       (JJ)       "Social Security Taxable Wage Base" means the contribution and
benefit base attributable to the OASDI portion of Social Security
employment taxes under Section 230 of the Social Security Act (42
U.S.C. '430) in effect on the first day of each Plan Year.




       (KK)       "Spouse" or "Surviving Spouse" means the individual to whom a
Member or former Member was married on the date such Member
withdraws his Account, or if such Member has not withdrawn his
Account, the individual to whom the Member or former Member was
married on the date of his death.


       (LL)       "Third Party Administrator" or "TPA" means Pentegra Services,
Inc., a non-fiduciary provider of administrative services
appointed and directed by the Plan Administrator or the Named
Fiduciary either jointly or severally.  



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       (MM)       "Trust" means the Trust or Trusts established and maintained pursuant to
the terms and provisions of this document and any separately maintained
Trust Agreement or Agreements.




       (NN)       "Trustee" generally means the person, persons or other entities
designated by the Employer or its Board as the Trustee or Trustees
hereof and specified as such in the Adoption Agreement and any
separately maintained Trust Agreement or Agreements.




       (OO)       "Trust Agreement" means the separate document by which the Employer or
its Board has appointed a Trustee of the Plan, specified the terms and
conditions of such appointment and any fees associated therewith.




       (PP)       "Trust Fund" means the Trust Fund or Funds established by the
Trust Agreement or Agreements.




       (QQ)       "Unit" means the unit of measure described in Article V of a
Member's proportionate interest in the available Investment Funds
(as defined in Article IV).




       (RR)       "Valuation Date" means any business day of any month for the
Trustee, except that in the event the underlying portfolio(s) of
any Investment Fund cannot be valued on such date, the Valuation
Date for such Investment Fund shall be the next subsequent date on
which the underlying portfolio(s) can be valued.  Valuations shall
be made as of the close of business on such Valuation Date(s).




       (SS)       "Year of Employment" means a period of service of 12 months.




       (TT)       "Year of Service" means any Plan Year during which an individual
completed at least 1,000 Hours of Employment, or satisfied any
alternative requirement, as determined by the Plan Administrator
in accordance with any applicable Regulations issued by the DOL
and the IRS.




       (UU)       "Year of Eligibility Service" means where an Employer designates a one
or two 12-consecutive-month eligibility waiting period, an Employee must
complete at least 1,000 Hours of Employment during each 12-consecutive-month period (measured from his date of Employment and then as of the
first day of each Plan Year commencing after such date of Employment);
provided, however, if an Employee is credited with 1,000 Hours of



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Employment in both the initial eligibility computation period and the
first Plan Year which commences prior to the first anniversary of the
Employee's employment commencement date, the Employee will be credited,
for eligibility purposes, with two Years of Eligibility Service.  Where
an Employer designates an eligibility waiting period of less than 12
months, an Employee must, for purposes of eligibility, complete a
required number of hours (measured from his date of Employment and each
anniversary thereafter) which is arrived at by multiplying the number of
months in the eligibility waiting period requirement by 83 ; provided,
however, if an Employee completes at least 1,000 Hours of Employment
within the 12 month period commencing on his Employment commencement
date or during any Plan Year commencing after such Employment
commencement date,  such Employee will be treated as satisfying the
eligibility service requirements.




Section 1.3




The masculine pronoun wherever used shall include the feminine pronoun.




















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       ARTICLE II  


       PARTICIPATION AND MEMBERSHIP 




Section 2.1       Eligibility Requirements




The Employer may elect as a requirement for eligibility to participate in the
Plan (i) the completion of a service period equal to any number of months not
to exceed 12 consecutive months, or (ii) the completion of a service period
equal to one or two 12-consecutive-month periods, and/or (iii) if the Employer
so elects, it may adopt a minimum age requirement from  age 18 to age 21.
Such election shall be made and reflected on the Adoption Agreement.
Notwithstanding the foregoing, in the case of an Employer that adopts the
401(k) feature under Section 3.9, the eligibility requirements under such
feature shall not exceed the period described in clause (i) above, and, at the
election of the Employer, attainment of age 21 as described in clause (iii)
above.




Notwithstanding the foregoing, the  Employer may elect in the Adoption
Agreement to establish as an eligibility requirement (as a minimum service
requirement, minimum age requirement, or both) for Employer matching
contributions, Employer basic contributions Employer supplemental
contributions, and/or Employer Profit Sharing contributions (i) the completion
of any number of months not to exceed 12 consecutive months, or (ii) the
completion of one or two 12-consecutive-month periods, and/or (iii) if the
Employer so elects, it may adopt a minimum age requirement from  age 18 to age
21.  Such election shall be made and reflected in the Adoption Agreement.




In implementing the eligibility service periods described above, (i) if an
Employer designates in the Adoption Agreement an eligibility service crediting
method based on the hours of service method, the satisfaction of the
eligibility service requirement shall be dependent on the completion of a Year
of Eligibility Service and (ii) if an Employer designates in the Adoption
Agreement an eligibility service crediting method based on the elapsed time
method, the satisfaction of the eligibility service requirement shall be
dependent on the completion of the requisite Period of Service.




If a non-vested Member terminates employment without a vested interest in his
Account derived from Employer contributions, Years of Employment (or, as
applicable, Years of Service) before  a period of consecutive Breaks in
Service will not be taken into account for eligibility purposes if the number
of consecutive Breaks in Service in such period equals or exceeds  the greater
of five or the aggregate number of Years of


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Employment (or, as applicable Years of Service) before such break.  If a
Member's service is disregarded pursuant to this paragraph, such Member will
be treated as a new Employee for eligibility purposes.




Section 2.2       Exclusion of Certain Employees




To the extent provided in the Adoption Agreement, the following Employees may
be excluded from participation in the Plan:




       (i)       Employees not meeting the age and service requirements;




       (ii)       Employees who are included in a unit of Employees covered by a
collective bargaining agreement between the Employee
representatives and one or more Employers if there is evidence
that retirement benefits were the subject of good faith bargaining
between such Employee representatives and such Employer(s).  For
this purpose, the term "Employee representative" does not include
any organization where more than one-half of the membership is
comprised of owners, officers and executives of the Employer; 




        (iii)       Employees who are non-resident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States; and




        (iv)         Employees described in Section 2.4 or included in any other
ineligible job classifications set forth in the Adoption
Agreement.




Section 2.3         Waiver of Eligibility Requirements




The Employer, at its election, may waive the eligibility requirement(s) for
participation specified above for (i) all Employees, or (ii) all those
employed on or up to 12 months after its Commencement Date under the Plan.
Subject to the requirements of the Code, the eligibility waiting period shall
be deemed to have been satisfied for an Employee who was previously a Member
of the Plan.




All Employees whose Employment commences after the expiration date of the
Employer's waiver of the eligibility requirement(s), if any, shall be enrolled
in the Plan in accordance with the eligibility requirement(s) specified in the
Adoption Agreement. 




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Section 2.4       Exclusion of Non-Salaried Employees




The Employer,  at its election,  may exclude  non-salaried  (hourly paid)
Employees from participation in the Plan, regardless of the number of Hours of
Employment such Employees complete in any Plan Year.  Notwithstanding the
foregoing, for purposes of this Section and all purposes under the Plan, a
non-salaried Employee that is hired following the adoption date of the Plan by
the Employer, but prior to the adoption of this exclusion by the Employer,
shall continue to be deemed to be an Employee and will continue to receive
benefits on the same basis as a salaried Member, despite classification as a
non-salaried Employee.




Section 2.5       Commencement of Participation




Every eligible Employee (other than non-salaried or such other Employees who,
at the election of the Employer, are excluded from participation) shall
commence participation in the Plan on the later of:




       (1)       The Employer's Commencement Date, or 




       (2)       The first day of the month or calendar quarter (as designated by the
Employer in the Adoption Agreement) coinciding with or next following
his satisfaction of the eligibility requirements as specified in the
Adoption Agreement.




The date that participation commences shall be hereinafter referred to as the
Enrollment Date.  Notwithstanding the above, no Employee shall under any
circumstances become a Member unless and until his enrollment application is
filed with, and accepted by, the Plan Administrator.  The Plan Administrator
shall notify each Employee of his eligibility for membership in the Plan and
shall furnish him with an enrollment application in order that he may elect to
make or receive contributions on his behalf under Article III at the earliest
possible date consonant with this Article. 




If an Employee fails to complete the enrollment form furnished to him, the
Plan Administrator shall do so on his behalf.  In the event the Plan
Administrator processes the enrollment form on behalf of the Employee, the
Employee shall be deemed to have elected not to make any contributions and/or
elective deferrals under the Plan, if applicable.



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In the event a Member is no longer a member of an eligible class of employees
and becomes ineligible to participate but has not incurred a break in service,
such Employee will participate immediately upon returning to an eligible class
of employees.  If such Member incurs a break in service, eligibility will be
determined under the break in service rules of the Plan.




In the event an Employee who is not a member of an eligible class of employees
becomes a member of an eligible class, such Employee will participate
immediately if such Employee has satisfied the minimum age and service
requirements and would have otherwise previously become a Member.




Section 2.6       Termination of Participation




Membership under all features and provisions of the Plan shall terminate upon
the earlier of (a) a Member's termination of Employment and payment to him of
his entire vested interest, or (b) his death.














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       ARTICLE III  


       CONTRIBUTIONS 





Section 3.1       Contributions by Members




If the Adoption Agreement so provides, each Member may elect to make non-deductible, after-tax contributions under the Plan, based on increments of 1%
of his Salary, provided the amount thereof, when aggregated with the amount of
any pre-tax effective deferrals, does not exceed the limit established by the
Employer in the Adoption Agreement.  All such after-tax contributions shall be
separately accounted for, nonforfeitable and distributed with and in addition
to any other benefit to which the Member is entitled hereunder.  A Member may
change his contribution rate as designated in the Adoption Agreement, but
reduced or suspended contributions may not subsequently be made up.




Section 3.2       Elective Deferrals by Members




If the Adoption Agreement so provides, each Member may elect to make pre-tax
elective deferrals (401(k) deferrals) under the Plan, based on increments of
1% of his Salary, provided the amount thereof, when aggregated with the amount
of any after-tax contributions, does not exceed the limit established by the
Employer in the Adoption Agreement.  Alternatively, a Member may elect to
contribute for a Plan Year a dollar amount which does not exceed the maximum
amount permitted under this Section 3.2 or the limit established by the
Employer in the Adoption Agreement for such Plan Year and a pro-rata portion
shall be withheld from each payment of Salary to such Member for the balance
of the Plan Year remaining after the election takes effect.   All such 401(k)
deferrals shall be separately accounted for, nonforfeitable and distributed
under the terms and conditions described under Article VII with and in
addition to any other benefit to which the Member is entitled hereunder.  A
Member may change his 401(k) deferral rate or suspend his 401(k) deferrals as
designated in the Adoption Agreement, but reduced or suspended deferrals may
not subsequently be made up.




Notwithstanding any other provision of the Plan, no Member may make 401(k)
deferrals during any Plan Year in excess of $7,000 multiplied by the
adjustment factor as provided by the Secretary of the Treasury.  The
adjustment factor shall mean the cost of living adjustment factor prescribed
by the Secretary of the Treasury under Section 402(g)(5) of the Code for years
beginning after December 31, 1987, as applied to such items and in such manner



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as the  Secretary shall provide.   In the event that the aggregate amount of
such 401(k) deferrals for a Member exceeds the limitation in the previous
sentence, the amount of such excess, increased by any income and decreased by
any losses attributable thereto, shall be refunded to such Member no later
than the April 15 of the Plan Year following the Plan Year for which the
401(k) deferrals were made.  If a Member also participates, in any Plan Year,
in any other plans subject to the limitations set forth in Section 402(g) of
the Code and has made excess 401(k) deferrals under this Plan when combined
with the other plans subject to such limits, to the extent the Member, in
writing designates to the TPA any 401(k) deferrals under this Plan as excess
deferrals by no later than the March 1 of the Plan Year following the Plan
Year for which the 401(k) deferrals were made, the amount of such designated
excess, increased by any income and decreased by any losses attributable
thereto, shall be refunded to the Member no later than the April 15 of the
Plan Year following the Plan Year for which the 401(k) deferrals were made.




Section 3.3       Transfer of Funds and Rollover Contributions by Members




Each Member may elect to make, directly or indirectly, a rollover contribution
to the Plan of amounts held on his behalf in (i) an employee benefit plan
qualified under Section 401(a) of the Code, or (ii) an individual retirement
account or annuity as described in Section 408(d)(3) of the Code.  All such
amounts shall be certified in form and substance satisfactory to the Plan
Administrator by the Member as being all or part of an Aeligible rollover
distribution" or a "rollover contribution" within the meaning of Section
402(c)(4) or Section 408(d)(3), respectively, of the Code.  Such rollover
amounts, along with the earnings related thereto, will be accounted for
separately from any other amounts in the Member's Account.  A Member shall
have a nonforfeitable vested interest in all such rollover amounts.




The Employer may, at its option, permit Employees who have not satisfied the
eligibility requirements designated in the Adoption Agreement to make a
rollover contribution to the Plan.




The Trustee of the Plan may also accept a direct transfer of funds, which
meets the requirements of Section 1.411(d)-4 of the IRS Regulations, from a
plan which the Trustee reasonably believes to be qualified under Section
401(a) of the Code in which an Employee was, is, or will become, as the case
may be, a participant.  If the funds so directly transferred are transferred
from a retirement plan subject to Code Section 401(a)(11), then such funds


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shall be accounted for separately and any subsequent distribution of those
funds, and earnings thereon, shall be subject to the provisions of Section 7.3
which are applicable when an Employer elects to provide an annuity option
under the Plan.




Section 3.4       Employer Contributions - General




The Employer may elect to make regular or discretionary contributions under
the Plan.  Such Employer contributions may be in the form of (i) matching
contributions, (ii) basic contributions, (iii) safe harbor CODA contributions
and/or (iv) profit sharing contributions as designated by the Employer in the
Adoption Agreement and/or (i) supplemental contributions and/or (ii) qualified
nonelective contributions as permitted under the Plan.  Each such contribution
type shall be separately accounted for by the TPA.




Section 3.5       Employer Matching Contributions




The Employer may elect to make regular matching contributions under the Plan.
Such matching contributions on behalf of any Member shall be conditioned upon
the Member making after-tax contributions under Section 3.1 and/or 401(k)
deferrals under Sections 3.2 and 3.9.




If so adopted, the Employer shall contribute under the Plan on behalf of each
of its Members an amount equal to a percentage (as specified by the Employer
in the Adoption Agreement) of the Member's after-tax contributions and/or
401(k) deferrals not in excess of a maximum percentage as specified by the
Employer in the Adoption Agreement (in increments of 1%) of his Salary. The
percentage elected by the Employer shall based on a formula not to exceed 200%
or in accordance with one of the schedules of matching contribution formulas
listed below, and must be uniformly applicable to all Members.




	 		Years of Employment	Matching %
	 	Formula Step 1	Less than 3	50%
	 	 	At least 3 but less than 5	75%
	 		5 or more	100%
	 	
	 	Formula Step 2	Less than 3	100%
	 		At least 3 but less than 5	150%
	 		5 or more	200%





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Section 3.6       Employer Basic Contributions




The Employer may elect to make regular basic contributions under the Plan.
Such basic contributions on behalf of any Member shall not be conditioned upon
the Member making after-tax contributions and/or (401(k) deferrals under this
Article III.  If so adopted, the Employer shall contribute to the Plan on
behalf of each Member (as specified by the Employer in the Adoption Agreement)
an amount equal to a percentage not to exceed 15% (as specified by the
Employer in the Adoption Agreement) in increments of 1% of the Member's
Salary.  The percentage elected by the Employer shall be uniformly applicable
to all Members.  The Employer may elect, if basic contributions are made on
behalf of its Members on a monthly basis, to restrict the allocation of such
basic contribution to those Members who were employed with the Employer on the
last day of the month for which the basic contribution is made.




Section 3.7       Supplemental Contributions by Employer




An Employer may, at its option, make a supplemental contribution under Formula
(1) or (2) below:




       Formula (1)       A uniform percentage (as specified by the Employer) of each
Member's contributions not in excess of a maximum percentage (if the Employer
elects to impose such a maximum) of the Member's Salary which were received by
the Plan during the Plan Year with respect to which the supplemental
contribution relates.  If the Employer elects to make such a supplemental
contribution, it shall be made on or before the last day of the second month
in the Plan Year following the Plan Year described in the preceding sentence
on behalf of all those Members who were employed with the Employer on the last
working day of the Plan Year with respect to which the supplemental
contribution relates.




       Formula (2)       A uniform dollar amount per Member or a uniform percentage
(limited to a specific dollar amount, if elected by the Employer) of each
Member's Salary for the Plan Year (or, at the election of the Employer, the
Employer's fiscal year) to which the supplemental contribution relates.  If
the Employer elects to make such a supplemental contribution, it shall be made
within the time prescribed by law, including extensions of time, for filing of
the Employer's federal income tax return on behalf of all those Members who
were employed with the Employer on the last working day of the Plan Year (or



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the fiscal year) to which the supplemental contribution relates. The Employer
may, at its option, elect to make a contribution under this paragraph to only
those Members whose Salary is less than an amount to be specified by the
Employer to the extent that such Salary limit is less than the dollar amount
under Section 414(q) of the Code for such year. The percentage contributed
under this Formula (2) shall be limited in accordance with the Employer's
matching formula and basic contribution rate, if any, under this Article such
that the sum of the Employer's Formula (2) supplemental contribution plus all
other Employer contributions under this Article shall not exceed 15% of Salary
for such year.




Section 3.8       The Profit Sharing Feature




An Employer may, at its option, adopt the Profit Sharing Feature as described
herein, subject to any other provisions of the Plan, where applicable.  This
Feature may be adopted either in lieu of, or in addition to, any other Plan
Feature contained in this Article III.  The Profit Sharing Feature is designed
to provide the Employer a means by which to provide discretionary
contributions on behalf of Employees eligible under the Plan.  




If this Profit Sharing Feature is adopted, the Employer may contribute on
behalf of each of its eligible Members, on an annual (or at the election of
the Employer, quarterly) basis for any Plan Year or fiscal year of the
Employer (as the Employer shall elect), a discretionary amount not to exceed
the maximum amount allowable as a deduction to the Employer under the
provisions of Section 404 of the Code, and further subject to the provisions
of Article X.  




Any such profit sharing contribution must be received by the Trustee within
the time prescribed by law, including extensions of time, for filing of the
Employer's federal income tax return following the close of the Contribution
Determination Period on








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behalf of all those Members who are entitled to an allocation of such profit
sharing contribution as set forth in the Adoption Agreement.  For purposes of
making the allocations described in this paragraph, a Member who is on a Type
1 nonmilitary Leave of Absence (as defined in Sections 1.2(W) and 10.8(B)(1))
or a Type 4 military Leave of Absence (as defined in Sections 1.2(W) and
10.8(B)(4)) shall be treated as if he were a Member who was an Employee in
Employment on the last day of such Contribution Determination Period.




Profit sharing contributions shall be allocated to each Member's Account for
the Contribution Determination Period at the election of the Employer, in
accordance with one of the following options:




       Profit Sharing Formula 1 -       In the same ratio as each Member's Salary during
such Contribution Determination Period bears to the total of such Salary of
all Members.




       Profit Sharing Formula 2 -       In the same ratio as each Member's Salary for
the portion of the Contribution Determination Period during which the Member
satisfied the Employer's eligibility requirement(s) bears to the total of such
Salary of all Members.




The Employer may integrate the Profit Sharing Feature with Social Security in
accordance with the following provision.  The annual (or quarterly, if
applicable) profit sharing contributions for any Contribution Determination
Period (which period shall include, for the purposes of the following maximum
integration levels provided hereunder where the Employer has elected quarterly
allocations of contributions, the four quarters of a Plan Year or fiscal year)
shall be allocated to each Member's Account at the election of the Employer,
in accordance with one of the following options:




       Profit Sharing Formula 3 -       In a uniform percentage (as specified by the
Employer in the Adoption Agreement) of each Member's Salary during the
Contribution Determination Period (the "Base Contribution Percentage"), plus a
uniform percentage (as specified by the Employer in the Adoption Agreement) of
each Member's Salary for the Contribution Determination Period in excess of
the Social Security Taxable Wage Base for such Contribution Determination
Period (the "Excess Contribution Percentage").




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       Profit Sharing Formula 4 -       In a uniform percentage (as specified by the
Employer in the Adoption Agreement) of each Member's Salary for the portion of
the Contribution Determination Period during which the Member satisfied the
Employer's eligibility requirement(s), if any, up to the Base Contribution
Percentage for such Contribution Determination Period, plus a uniform
percentage (as specified by the Employer in the Adoption Agreement) of each
Member's Salary for the portion of the Contribution  Determination Period
during which the Member satisfied the Employer's eligibility requirement(s),
equal to the Excess Contribution Percentage.




The Excess Contribution Percentage described in Profit Sharing Formulas 3 and
4 above may not exceed the lesser of (i) the Base Contribution Percentage, or
(ii) the greater of (1) 5.7% or (2) the percentage equal to the portion of the
Code Section 3111(a) tax imposed on employers under the Federal Insurance
Contributions Act (as in effect as of the  beginning of the Plan Year) which
is attributable to old-age insurance.  For purposes of this Subparagraph,
"compensation" as defined in Section 414(s) of the Code shall be substituted
for "Salary" in determining the Excess Contribution Percentage and the Base
Contribution Percentage.




Notwithstanding the foregoing, the Employer may not adopt the Social Security
integration options provided above if any other integrated defined
contribution or defined benefit plan is maintained by the Employer during any
Contribution Determination Period.




Section 3.9       The 401(k) Feature




The Employer may, at its option, adopt the 401(k) Feature described hereunder
and in Section 3.2 above for the exclusive purpose of permitting its Members
to make 401(k) deferrals to the Plan.  




The Employer may make, apart from any matching contributions it may elect to
make, Employer qualified nonelective contributions as defined in Section
1.401(k)-1(g)(13) of the Regulations.  The amount of such contributions shall




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not exceed 15% of the Salary of all Members eligible to share in the
allocation when combined with all Employer contributions (including 401(k)
elective deferrals) to the Plan for such Plan Year.  Allocation of such
contributions shall be made, at the election of the Employer, to the accounts
of (i) all Members, or (ii) only Members who are not Highly Compensated
Employees.  Allocation of such contributions shall be made, at the election of
the Employer, in the ratio (i) which each eligible Member's Salary for the
Plan Year bears to the total Salary of all eligible Members for such Plan
Year, or (ii) which each eligible Member's Salary not in excess of a fixed
dollar amount specified by the Employer for the Plan Year bears to the total
Salary of all eligible Members taking into account Salary for each such Member
not in excess of the specified dollar amount.   Notwithstanding  any provision
of the  Plan to the contrary, such contributions shall be subject to the same
vesting requirements and distribution restrictions as Members' 401(k)
deferrals and shall not be conditioned on any election or contribution of the
Member under the 401(k) feature.  Any such contributions must be made on or
before the last day of the second month after the Plan Year to which the
contribution relates.  Further, for purposes of the actual deferral percentage
or actual contribution percentage tests described below, the Employer may
apply (in accordance with applicable Regulations) all or any portion of the
Employer qualified nonelective contributions for the Plan Year toward the
satisfaction of the actual deferral percentage test.  Any remaining Employer
qualified nonelective contributions not utilized to satisfy the actual
deferral percentage test may be applied (in accordance with applicable
Regulations) to satisfy the actual contribution percentage test.




Effective for Plan Years beginning after December 31, 1996, the actual
deferral percentages for Highly Compensated Employees shall, in accordance
with the Code and IRS Regulations, satisfy either (i) or (ii) as follows: 




(i)    &n       bsp;    Prior Year Testing:




       Notwithstanding any other provision of this 401(k) Feature, the
actual deferral percentage for a Plan Year for Members who are
Highly Compensated Employees for such Plan Year and the prior
year's actual deferral percentage for Members who were Non-Highly
Compensated Employees for the prior Plan Year must satisfy one of
the following tests:




              (a)       the actual deferral percentage for a Plan Year for Members
who are  Highly Compensated Employees for the Plan Year




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shall not exceed the prior year's actual deferral percentage
of those Members who are not Highly Compensated Employees
for the prior Plan Year  multiplied by 1.25; or 




              (b)       the actual deferral percentage for a Plan Year for Members
who are Highly Compensated Employees for the Plan Year shall
not exceed the prior year's actual deferral percentage for
Members who were Non-Highly Compensated Employees for the
prior Plan Year multiplied by 2.0, provided that the actual
deferral percentage for Members who are Highly Compensated
Employees does not exceed the actual deferral percentage for
Members who were Non-Highly Compensated Employees in the
prior Plan Year by more than 2 percentage points.  This
determination shall be made in accordance with the procedure
described in Section 3.10 below.




       For the first Plan Year that the Plan permits any Member to make
elective deferrals and this is not a successor plan, for purposes
of the foregoing tests, the prior year's Non-Highly Compensated
Employees' actual deferral percentage shall be 3 percent unless
the Employer has elected in the Adoption Agreement  to use the
current Plan Year's actual deferral percentage for these Members.
The Employer may elect in the Adoption Agreement to change from
the Prior Year Testing method to the Current Year Testing method
in accordance with the Code and IRS Regulations.




Current Year Testing:




       If elected by the Employer in the Adoption Agreement, the actual
deferral percentage tests in (a) and (b) above, will be applied by
comparing the current Plan Year's actual deferral percentage for
Members who are Highly Compensated Employees for such Plan Year
with the current Plan Year's actual deferral percentage for
Members who are Non-Highly Compensated Employees for such year.
Once made, this election can only be changed and the Prior Year
Testing method applied if the Plan meets the requirements for
changing to Prior Year Testing set forth in IRS Notice 98-1 (or
superseding guidance).




A Member is a Highly Compensated Employee for a particular Plan Year if he
meets the definition of a Highly Compensated Employee in effect for that Plan
Year.  Similarly, a Member is a Non-highly Compensated Employee for a
particular Plan Year if he does not meet the definition of a Highly
Compensated Employee in effect for that Plan Year.




Section 3.10       Determining the Actual Deferral Percentages




For purposes of this 401(k) Feature, the actual deferral percentage for a Plan
Year


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means, for a specified group of Members for a Plan Year, the average of the
ratios (calculated separately for each Member in such group) of (a) the amount
of 401(k) deferrals (including, as provided in Section 3.9, any Employer
qualified nonelective contributions) made to the Member's account for the Plan
Year, to (b) the amount of the Member's compensation (as defined in Section
414(s) of the Code) for the Plan Year or, alternatively, where specifically
elected by the Employer, for only that part of the Plan Year during which the
Member was eligible to participate in the Plan.  




An Employee's actual deferral percentage shall be zero if no 401(k) deferral
(or, as provided in Section 3.9, Employer qualified nonelective contribution)
is made by him or on his behalf for such applicable Plan Year.  If the Plan
and one or more other plans which include cash or deferred arrangements are
considered as one plan for purposes of Sections 401(a)(4) and 410(b) of the
Code, the cash or deferred arrangements included in such plans shall be
treated as one arrangement for purposes of this 401(k) Feature.




The TPA shall determine as of the end of the Plan Year whether one of the
actual deferral percentage tests specified in Section 3.9 above is satisfied
for such Plan Year.  This determination shall be made after first determining
the treatment of excess deferrals within the meaning of Section 402(g) of the
Code under Section 3.2 above. In the event that neither of such actual
deferral percentage tests is satisfied, the TPA shall, to the extent
permissible under the Code and the IRS Regulations, refund the excess
contributions for the Plan Year in the following order of priority:  by (i)
refunding such amounts deferred by the Member which were not matched by his
Employer (and any earnings and losses allocable thereto), and (ii) refunding
amounts deferred for such Plan Year by the Member (and any earnings and losses
allocable thereto), and, to the extent permitted under the Code and applicable
IRS Regulations, forfeiting amounts contributed for such Plan Year by the
Employer with respect to the Member's 401(k) deferrals that are returned
pursuant to this Paragraph (and any earnings and losses allocable thereto). 




The distribution of such excess contributions shall be made to Highly
Compensated Employees to the extent practicable before the 15th day of the
third month immediately following the Plan Year for which such excess
contributions were made, but in no event later than the end of the Plan Year
following such Plan Year or, in the case of the termination of the Plan in
accordance with Article XI, no later than the end of the twelve-month period
immediately following the date of such termination.





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For purposes of this 401(k) Feature, "excess contributions means", with
respect to any Plan Year, the excess of the aggregate amount of 401(k)
deferrals (and any other amounts contributed by the Employer that are taken
into account in determining the actual deferral percentage of Highly
Compensated Employees for such Plan Year) (collectively, "401(k) amounts")
made to the accounts of Highly Compensated Employees for such Plan Year, over
the maximum amount of such deferrals that could be made by such Members
without violating the requirements described above.  The excess contributions
to be distributed shall be determined by reducing 401(k) amounts made by or on
behalf of Highly Compensated Employees beginning with the Highly Compensated
Employee with the largest 401(k) amounts for the Plan Year until such amount
is reduced to be equal to the Highly Compensated Employee with the next
largest 401(k) amount.  The procedure described in the preceding sentence
shall be repeated until all excess contributions have been eliminated and, as
applicable, refunded.




Where an Employer has elected, in the Adoption Agreement, to allow Member
contributions, a Member may treat excess contributions allocated to him as an
amount distributed to the Member and then contributed by the Member to the
Plan.  Recharacterized amounts will remain nonforfeitable.  Amounts may not be
recharacterized by a Highly Compensated Employee to the extent that such
amount in combination with other Employee contributions made by that Employee
would exceed any stated limit under the Plan on Employee contributions.




Recharacterization must occur no later than 21⁄2 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 Member for the Member's taxable
year in which the Member would have received them in cash.




Section 3.11       Determining the Actual Contribution Percentages




Notwithstanding any other provision of this Section 3.11, effective for Plan
Years beginning after December 31, 1996, the actual contribution percentage
for the Plan Year for Highly Compensated Employees shall, in accordance with
the Code and IRS Regulations, satisfy either (i) or (ii) as follows:




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       (i)       Prior Year Testing


  


              (a)       the actual contribution percentage for a Plan Year for
Members who are Highly Compensated Employees for the Plan
Year shall not exceed the prior Plan Year's actual
contribution percentage for Members who were Non-Highly
Compensated Employees for the prior Plan Year multiplied by
1.25, or




              (b)       the actual contribution percentage for Members who are
Highly Compensated Employees for the Plan Year shall not
exceed the prior year's actual contribution percentage for
Members who were Non-Highly Compensated Employees for the
prior Plan Year multiplied by 2, provided that the actual
contribution percentage for Members who are Highly
Compensated Employees does not exceed the actual
contribution percentage for Members who were Non-Highly
Compensated Employees in the prior Plan Year by more than 2
percentage points.  




       For the first Plan Year this Plan permits any Member to make
after-tax contributions pursuant to Section 3.1, provides for
Employer matching contributions (pursuant to Section 3.5),  or
both, and this is not a successor plan, for purposes of the
foregoing tests, the prior Plan Year's Non-Highly Compensated
Employees' actual contribution percentage shall be 3 percent
unless the Employer has elected in the Adoption Agreement to use
the current Plan Year's actual contribution percentage for these
Members.  




       (ii)       Current Year Testing




       If elected by the Employer in the Adoption Agreement, the actual
contribution percentage tests in (a) and (b), above, will be
applied by comparing the current Plan Year's actual contribution
percentage for Members who are Highly Compensated Employees for
such Plan Year with the current Plan Year's actual contribution
percentage for Members who are Non-Highly Compensated Employees
for such year.  Once made, this election can only be changed and
the Prior Year Testing method applied if the Plan meets the
requirements for changing to Prior Year Testing set forth in IRS
Notice 98-1 (or superseding guidance).




       For purposes of this Article III, the "actual contribution
percentage" for a Plan Year means for a specified group of
Employees, the average of the ratios (calculated separately for



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each Employee in such group) of (A) the sum of (i) Member after-tax contributions credited to his Account for the Plan Year, (ii)
Employer matching contributions and/or supplemental contributions
under Formula 1 credited to his Account as described in this
Article for the Plan Year, and (iii) in accordance with and to the
extent permitted by the IRS Regulations, 401(k) deferrals (and, as
provided in Section 3.9, any Employer qualified nonelective
contributions) credited to his Account, to (B) the amount of the
Member's compensation (as defined in Section 414(s) of the Code)
for the Plan Year or, alternatively, where specifically elected by
the Employer, for only that part of the Plan Year during which the
Member was eligible to participate in the Plan.  An Employee's
actual contribution percentage shall be zero if no such
contributions are made by him or on his behalf for such Plan Year.





       The TPA shall determine as of the end of the Plan Year whether one
of the actual contribution percentage tests specified above is
satisfied for such Plan Year.  This determination shall be made
after first determining the treatment of excess deferrals within
the meaning of Section 402(g) of the Code under Section 3.2 above
and then determining the treatment of excess contributions under
Section 3.10 above.  In the event that neither of the actual
contribution percentage tests is satisfied, the TPA shall (i)
refund the excess aggregate contributions to the extent
attributable to Member after-tax contributions and vested matching
contributions for which the underlying Member after-tax
contributions or 401(k) deferrals are not subject to correction
under the actual deferral percentage or actual contribution
percentage tests for such year (and any income related thereto)
and (ii) forfeit the excess aggregate contributions to the extent
attributable to non-vested Employer matching contributions and
vested Employer matching contributions for which the underlying
Member after-tax contributions or 401(k) deferrals are subject to
correction under the actual deferral percentage or actual
contribution percentage tests for such year (and any income
related thereto), in the manner described below.




       For purposes of this Article III, "excess aggregate contributions"
means, with respect to any Plan Year and with respect to any
Member, the excess of the aggregate amount of contributions (and
any earnings and losses allocable thereto) made as (i) Member
after-tax contributions credited to his Account for the Plan Year,
(ii) Employer matching contributions and/or supplemental
contributions under Formula 1 credited to his Account as described



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in this Article for the Plan Year, and (iii) in accordance with
and to the extent permitted by the IRS Regulations, 401(k)
deferrals (and, as provided in Section 3.9, any Employer qualified
nonelective contributions) credited to his Account (if the Plan
Administrator elects to take into account such deferrals and
contributions when calculating the actual contribution percentage)
of Highly Compensated Employees for such Plan Year, over the
maximum amount of such contributions that could be made as
Employer contributions, Member contributions and 401(k) deferrals
of such Members without violating the requirements of any
Subparagraph of this Section 3.11.  




       To the extent excess aggregate contributions must be refunded or
forfeited for a Plan Year, such excess amounts will be refunded
(or, as applicable, forfeited) first to the Highly Compensated
Employees with the largest Contribution Percentage Amounts (as
defined below) taken into account in calculating the actual
contribution percentage test for the year the excess arose and
continuing in descending order until all the excess aggregate
contributions are refunded (or, as applicable, forfeited).  For
purposes for the preceding sentence, the "largest amount" is
determined after distribution of any excess aggregate
contributions.  For purposes of this paragraph, "Contribution
Percentage Amounts" means the sum of Member after-tax
contributions, Employer matching contributions, Employer
supplemental contributions  under Formula (1), and qualified
matching contributions  ( to the extent not taken into account for
purposes of the actual deferral percentage  test) made under the
Plan on behalf of the Member for the Plan Year.  However, such
Contribution Percentage Amounts shall not include Employer
matching contributions that are forfeited either to correct excess
aggregate contributions or because the contributions to which they
relate are excess deferrals, excess contributions or excess
aggregate contributions.




       The refund or forfeiture of such excess aggregate contributions
shall be made with respect to such Highly Compensated Employees to
the extent practicable before the 15th day of the third month
immediately following the Plan Year for which such excess
aggregate contributions were made, but in no event later than the
end of the Plan Year following such Plan Year or, in the case of
the termination of the Plan in accordance with Article XI, no
later than the end of the twelve-month period immediately
following the date of such termination.




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       For purposes of this Section, the contribution percentage (which
shall mean the ratio of the Member's Contribution Percentage
Amounts to the Member's compensation for the Plan Year) for any
Member who is a Highly Compensated Employee and who is eligible to
have Contribution Percentage Amounts allocated to his 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.




       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
actual contribution percentage of employees as if all such plans
were a single plan.  Any adjustments to the Non-highly Compensated
Employee actual contribution percentage for the prior year will be
made in accordance with IRS Notice 98-1 and any superseding
guidance, unless the Employer has elected in the Adoption
Agreement to use the Current Year Testing method.  Plans may be
aggregated in order to satisfy Section 401(m) of the Code only if
they have the same Plan Year and use the same actual contribution
percentage testing method.




       For purposes of the actual contribution percentage test, Employee
contributions are considered to have been made in the Plan Year in
which contributed to the trust.  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.




       The Employer shall maintain records sufficient to demonstrate
satisfaction of the actual contribution percentage test and the
amount of qualified nonelective contributions used in such test.




A Member is a Highly Compensated Employee for a particular Plan Year if he
meets the definition of a Highly Compensated Employee in effect for that Plan
Year.  Similarly, a Member is a Non-highly Compensated Employee for a
particular Plan Year if he does not meet the definition of a Highly
Compensated Employee in effect for that Plan Year.





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Section 3.12       The Aggregate Limit Test




Notwithstanding any other provision of the Plan, effective for Plan Years
beginning after December 31, 1996, the sum of the actual deferral percentage
and the actual contribution percentage determined in accordance with the
procedures described above of those Employees who are Highly Compensated
Employees may not exceed the aggregate limit as determined below.




For purposes of this Article III, the "aggregate limit" for a Plan Year is the
greater of:




       (1)       The sum of:




              (a)       1.25 times the greater of the actual deferral percentage of the Non-Highly Compensated Employees for the prior Plan Year or the actual
contribution percentage of the Non-Highly Compensated Employees for the Plan
Year, and




              (b)       two percentage points plus the lesser of the actual deferral percentage
or actual contribution percentage referred to in (a) above.  In no
event, however, shall the percentages described in the preceding
sentence exceed two times the lesser of the relevant actual deferral
percentage or the relevant actual contribution percentage; or




       (2)       The sum of:




              (a)       1.25 times the lesser of the actual deferral percentage of the Non-Highly Compensated Employees for the prior Plan Year or the actual
contribution percentage of the Non-Highly Compensated Employees for the Plan
Year, and




              (b)       two percentage points plus the greater of the  actual deferral
percentage or the actual contribution percentage referred to in (a) above.  In
no event, however, shall the percentage described in the preceding sentence
exceed two times the greater of the relevant actual deferral percentage or the
relevant actual contribution percentage; provided, however, that if a less
restrictive limitation is prescribed by the IRS, such limitation shall be used
in lieu of the foregoing.  The calculation of the aggregate limit, as defined
above, shall be determined in accordance with the Code and the IRS
Regulations. 





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The TPA shall determine as of the end of the Plan Year whether the aggregate
limit has been exceeded.  This determination shall be made after first
determining the treatment of excess deferrals within the meaning of Section
402(g) of the Code under Section 3.2 above, then determining the treatment of
excess contributions under Section 3.10 above, and then determining the
treatment of excess aggregate contributions under this Article III.  In the
event that the aggregate limit is exceeded, the actual contribution percentage
of those Employees who are Highly Compensated Employees shall be reduced in
the same manner as described in Section 3.11 of this Article until the
aggregate limit is no longer exceeded, unless the TPA designates, in lieu of
the reduction of the actual contribution percentage, a reduction in the actual
deferral percentage of those Employees who are Highly Compensated Employees,
which reduction shall occur in the same manner as described in Section 3.10 of
this Article until the aggregate limit is no longer exceeded.  Notwithstanding
the provisions of Sections 3.2 and 3.10 above, the amount of excess
contributions to be distributed, with respect to a Member for a Plan Year,
shall be reduced by any excess deferrals distributed to such Member for such
Plan Year.




If the Employer has elected in the Adoption Agreement to use the Current Year
Testing method, then, in calculating the aggregate limit for a particular Plan
Year, the Non-Highly Compensated Employees' actual deferral percentage and
actual contribution percentage for that Plan Year, instead of the prior Plan
Year, is used.  




Section 3.13       Remittance of Contributions




The contributions of both the Employer and the Plan Members shall be recorded
by the Employer and remitted to the TPA for transmittal to the Trustee or
custodian or directly to the Trustee or custodian so that (i) in the case of
Employer contributions the Trustee or custodian shall be in receipt thereof by
the 15th day of the  month next following the month in respect of which such
contributions are payable and (ii) in the case of Member after-tax
contributions and 401(k) deferrals, the Trustee or custodian shall be in
receipt thereof by the 15th business day of the month following the month in
which the Member contributions are received by the Employer or the 15th
business day of the month following the month in which such amount would
otherwise have been payable to the Member in cash.  Such amounts shall be used
to provide additional Units pursuant to Article V.



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Section 3.14  Safe Harbor CODA 




If the Employer has elected the safe harbor CODA option in the Adoption
Agreement, the provisions of this Section 3.14 shall apply for the Plan Year
and any provisions relating to the actual deferral percentage test described
in §401(k)(3) of the Code or the actual contribution percentage test described
in §401(m)(2) of the Code do not apply.  To the extent that any other
provision of the Plan is inconsistent with the provisions of this Section, the
provisions of this Section govern.




       (A)       Actual Deferral Percentage Test Safe Harbor




              (1)       Unless the Employer elects in the Adoption Agreement to make
Enhanced Matching Contributions (as provided in the Adoption
Agreement) or safe harbor nonelective contributions, the
Employer will contribute monthly or on another periodic
basis for the Plan Year a safe harbor matching contribution
to the Plan on behalf of each eligible Employee  equal to
(i) 100 percent of the amount of the Employee's 401(k)
deferrals that do not exceed 3 percent of the Employee's
Salary for the Plan Year, plus (ii) 50 percent of the amount
of the Employee's 401(k) deferrals that exceed 3 percent of
the Employee's Salary but that do not exceed 5 percent of
the Employee's Salary ("Basic Matching Contributions").




              (2)       The Member's benefit derived from ADP Test Safe Harbor
Contributions is nonforfeitable and may not be distributed
earlier than separation from service, death, disability, an
event described in §401(k)(10) of the Code, or the
attainment of age 591⁄2.  In addition, such contributions must
satisfy the ADP Test Safe Harbor without regard to permitted
disparity under §401(l) of the Code.




              (3)       At least 30 days, but not more than 90 days, before the
beginning of the Plan Year, the Employer will provide each
Eligible Employee a comprehensive notice of the Employee's
rights and obligations under the Plan, written in a manner
calculated to be understood by the average Eligible
Employee.  If an Employee becomes eligible after the 90th
day before the beginning of the Plan Year and does not
receive the notice for that reason, the notice must be
provided no more than 90 days before the Employee becomes
eligible but not later than the date the Employee becomes
eligible.





       (4)       In addition to any other election periods provided under the
Plan, each Eligible Employee may make or modify a deferral
election during the 30-day period immediately following
receipt of the notice described above.



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ARTICLE IV 


 INVESTMENT OF CONTRIBUTIONS





Section 4.1       Investment by Trustee or Custodian




All contributions to the Plan shall, upon receipt by the TPA, be delivered to
the Trustee or custodian to be held in the Trust Fund and invested and
distributed by the Trustee or custodian in accordance with the provisions of
the Plan and Trust Agreement.  The Trust Fund shall consist of one or more of
the Investment Funds or other applicable investment vehicles designated by the
Employer in the Adoption Agreement.




With the exception of the Employer Stock Fund or, if applicable, the Employer
Certificate of Deposit Fund,  the Trustee may in its discretion invest any
amounts held by it in any Investment Fund in any commingled or group trust
fund described in Section 401(a) of the Code and exempt under Section 501(a)
of the Code or in any common trust fund exempt under Section 584 of the Code,
provided that such trust fund satisfies any requirements of the Plan
applicable to such Investment Funds. To the extent that the Investment Funds
are at any time invested in any commingled, group or common trust fund, the
declaration of trust or other instrument pertaining to such fund and any
amendments thereto are hereby adopted as part of the Plan.




The Employer will designate in the Adoption Agreement which of the Investment
Funds or other applicable investment vehicles will be made available to
Members and the terms and conditions under which such Funds will operate with
respect to employee direction of allocations to and among such designated
Funds and the types of contributions and/or deferrals eligible for investment
therein. 




To the extent made available under the Plan, the Employer may elect, in the
Adoption Agreement, to allow Members to direct the investment of their
Accounts, pursuant to, and in accordance with, such rules and procedures as
may be prescribed by the Employer or the Plan Sponsor, to a self-directed
brokerage account.  Where an Employer elects to provide a self-directed
brokerage account under the Plan, the Trustee may invest amounts held by it in
a self-directed brokerage account maintained by Charles Schwab & Co., Inc. (or
any other entity which provides a self-directed brokerage account) on behalf
of Plan  Members who elect to utilize such investment vehicle.




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Section 4.2       Member Directed Investments




To the extent permitted by the Employer as set forth in the Adoption
Agreement, each Member shall direct in writing that his contributions and
deferrals, if any, and the contributions made by the Employer on his behalf
shall be invested (a) entirely in any one of the  investment  vehicles  made
available  by  the  Employer,  or  (b)  among  the  available investment
vehicles in any combination of multiples of 1%.  If a Member has made any
Rollover contributions in accordance with Article III, Section 3.3, such
Member may elect to apply separate investment directions to such rollover
amounts.  Any such investment direction shall be followed by the TPA until
changed.  Subject to the provisions of the following paragraphs of this
Section, as designated in the Adoption Agreement, a Member may change his
investment direction as to future contributions and also as to the value of
his accumulated Units in each of the available investments by filing written
notice with the TPA.  Such directed change(s) will become effective upon the
Valuation Date coinciding with or next following the date which his notice was
received by the TPA or as soon as administratively practicable thereafter.  If
the Adoption Agreement provides for Member directed investments, and if a
Member does not make a written designation of an Investment Fund or Funds, or
other investment vehicle, the Employer or its designee shall direct the
Trustee to invest all amounts held or received on account of the Member in the
Investment Fund which in the opinion of the Employer best protects principal. 




Except as otherwise provided below, a Member may not direct a transfer from
the Stable Value Fund to the Government Money Market Fund or the Employer
Certificate of Deposit Fund.  A Member may direct a transfer from any other
investment vehicle to the Government Money Market Fund or the Employer
Certificate of Deposit Fund  provided that amounts previously transferred from
the Stable Value Fund to such investment vehicle  remain in such vehicle for a
period of three months prior to being transferred to the Government Money
Market Fund or the Employer Certificate of Deposit Fund.




Section 4.3       Employer Securities




If the Employer so elects in the Adoption Agreement, the Employer and/or
Members may direct that contributions will be invested in Qualifying Employer
Securities (within the meaning of Section 407(d)(5) of ERISA) through the
Employer Stock Fund.




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ARTICLE V 


MEMBERS' ACCOUNTS, UNITS AND VALUATION




The TPA shall establish and maintain an Account for each Member showing his
interests in the available Investment Funds or other applicable investments,
as designated by the Employer in the Adoption Agreement.  The interest in each
Investment Fund shall be represented by Units.




As of each Valuation Date, the value of a Unit in each Investment Fund shall
be determined by dividing (a) the sum of the net assets at market value
determined by the Trustee by (b) the total number of outstanding Units.




The number of additional Units to be credited to a Member's interest in each
available Investment Fund, as of any Valuation Date, shall be determined by
dividing (a) that portion of the aggregate contributions and/or deferrals by
and on behalf of the Member which was directed to be invested in such
Investment Fund and received by the Trustee by (b) the Unit value of such
Investment Fund.




The value of a Member's Account may be determined as of any Valuation Date by
multiplying the number of Units to his credit in each available Investment
Fund by that Investment Fund's Unit value on such date and aggregating the
results.  If, and to the extent, a Member's Account is invested pursuant to a
self-directed brokerage account, the investments held in that account shall be
valued by the brokerage firm maintaining such account in accordance with such
procedures as may be determined by such brokerage firm.




A Member is treated as benefitting under the plan for any plan year during
which the Member received or is deemed to receive an allocation in accordance
with Section 1.410 (b)-3(a) of the Code.









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ARTICLE VI 


VESTING OF ACCOUNTS 






Section 6.1       Vesting of Member Contributions, 401(k) Deferrals, Qualified 


              Nonelective Contributions, and Rollover Contributions




All Units credited to a Member's Account based on after-tax contributions
and/or 401(k) deferrals made by the Member and any earnings related thereto
(including any rollover contributions allocated to a Member's Account under
the Plan and any earnings thereon) and, as provided in Section 3.9, Employer
qualified nonelective contributions made on behalf of such Member shall be
immediately and fully vested at all times.




Section 6.2       Vesting of Employer Contributions




Except as provided in Section 6.1, the Employer may, at its option, elect one
of the available vesting schedules described herein for each of the employer
contribution types applicable under the Plan as designated in the Adoption
Agreement.




       Schedule 1:       All applicable Employer contributions (and related earnings) shall
be immediately and fully vested.  If the eligibility requirement(s) selected
by the Employer under the Plan require(s) that an Employee complete a service
period which is longer than 12 consecutive months, this vesting Schedule 1
shall be automatically applicable.




       Schedule 2:       All applicable Employer contributions (and related earnings) shall
vest in accordance with the schedule set forth below:




	Completed
Years of Employment
	Vested
Percentage

	Less than 2	0%
	2 but less than 3	20%
	3 but less than 4	40%
	4 but less than 5	60%
	5 but less than 6	80%
	6 or more	100%







       Schedule 3:       All applicable Employer contributions (and related earnings) shall
vest in accordance with the schedule set forth below: 




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	Completed
Years of Employment
	Vested
Percentage

	Less than 5	0%
	5 or more	100%






       Schedule 4:       All applicable Employer contributions (and related earnings) shall
vest in accordance with the schedule set forth below: 


	Completed
Years of Employment
	Vested
Percentage

	Less than 3	0%
	3 or more	100%






       Schedule 5:       All applicable Employer contributions (and related earnings) shall
vest in accordance with the schedule set forth below:





	Completed
Years of Employment
	Vested
Percentage

	Less than 1	0%
	1 but less than 2	25%
	2 but less than 3	50%
	3 but less than 4	75%
	4 or more	100%





Schedule 6:       All applicable Employer contributions (and related earnings) shall
vest in accordance with the schedule set forth below:




	Completed
Years of Employment
	Vested
Percentage

	Less than 3	0%
	3 but less than 4	20%
	4 but less than 5	40%
	5 but less than 6	60%
	6 but less than 7	80%
	7 or more	100%










       Schedule 7:       All applicable Employer contributions (and related earnings) shall
vest in accordance with the schedule set forth in the Adoption Agreement
prescribed by the Employer in accordance with applicable law.




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Notwithstanding the vesting schedules above, a Member's interest in his
Account shall become 100% vested in the event that (i) the Member dies while
in service with the Employer and the TPA has received notification of death,
(ii) the Member has been approved for Disability, pursuant to the provisions
of Article VII, and the TPA has received notification of Disability, or
(iii) the Member has attained Normal Retirement Age while in service with the
Employer.  




Except as otherwise provided hereunder, in the event that the Employer adopts
the Plan as a successor plan to another defined contribution plan qualified
under Sections 401(a) and 501(a) of the Code, or in the event that the
Employer changes or amends a vesting schedule adopted under this Article (or
if the Plan is deemed amended by an automatic change to or from a top-heavy
vesting schedule), any Member who was covered under such predecessor plan or,
the pre-amendment vesting schedule under the Plan, and has completed at least
3 Years of Employment (or, as applicable, 3 years of service) may elect to
have the nonforfeitable percentage of the portion of his Account which is
subject to such vesting schedule computed under such predecessor plan's
vesting provisions, or computed without regard to such change or amendment
under the Plan (a "Vesting Election").  Any Vesting Election shall be made by
notifying the TPA in writing within the election period hereinafter described.
The election period shall begin on the date such amendment is adopted or the
date such change is effective, or the date the Plan, which serves as a
successor plan, is adopted or effective, as the case may be, and shall end no
earlier than the latest of the following dates:  (i) the date which is 60 days
after the day such amendment is adopted; (ii) the date which is 60 days after
the day such amendment or change becomes effective; (iii) the date which is 60
days after the day the Member is given written notice of such amendment or
change by the TPA; (iv) the date which is 60 days after the day the Plan is
adopted by the Employer or becomes effective; or (v) the date which is 60 days
after the day the Member is given written notice that the Plan has been
designated as a successor plan.  Any such election, once made, shall be
irrevocable.




To the extent permitted under the Code and Regulations, the Employer may, at
its option, elect to treat all Members who are eligible to make a Vesting
Election as having made such Vesting Election if the vesting schedule
resulting from such an election is more favorable than the Vesting Schedule
that would apply pursuant to the Plan amendment.  Furthermore, subject to the
requirements of the applicable Regulations, the Employer may elect to treat


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all Members, who were employed by the Employer on or before the effective date
of the change or amendment, as subject to the prior vesting schedule, provided
such prior schedule is more favorable.




In the event that an Employer elects, in its Adoption Agreement, to use the
hour of service method for determining vesting service, Years of Service shall
be substituted for Years of Employment for all purposes under this Article VI.




No amendment to the Plan shall be effective to the extent that it has the
effect of decreasing a Member's accrued benefit.  Notwithstanding the
preceding sentence, a Member's account balance 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 Member's
account balance, 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
Member as of the later of the date such amendment is adopted or the date it
becomes effective, the nonforfeitable percentage (determined as of such date)
of such Employee's employer-derived accrued benefit will not be less than the
percentage computed under the Plan without regard to such amendment.




No amendment to the Plan shall be effective to eliminate or restrict an
optional form of benefit.  The preceding sentence shall not apply to a plan
amendment that eliminates or restricts the ability of a Member to receive
payment of his account balance under a particular optional form of benefit if
the amendment satisfies the conditions in (1) and (2) below:




       (1)       The amendment provides a single-sum distribution form that is
otherwise identical to the optional form of benefit eliminated or
restricted.  For purposes of this condition (1), a single-sum
distribution form is otherwise identical only if it is identical
in all respects to the eliminated or restricted optional form of
benefit (or would be identical except that it provides greater
rights to the Member) except with respect to the timing of
payments after commencement.




       (2)       The amendment is not effective unless the amendment provides that
the amendment shall not apply to any distribution with an annuity
starting date earlier than the earlier of: (i) the 90th day after
the date the Member receiving the distribution has been furnished
a summary that reflects the




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amendment and that satisfies the ERISA requirements at 29
CFR 2520.104b-3 relating to a summary of material
modifications or (ii) the first day of the second Plan Year
following the Plan Year in which the amendment is adopted.




Section 6.3       Forfeitures




If a Member who was partially vested in his Account on the date of his
termination of Employment returns to Employment, his Years of Employment (or,
as applicable, years of service) prior to the Break(s) in Service shall be
included in determining future vesting and, if he returns before incurring 5
consecutive one year Breaks in Service, any amounts forfeited from his Account
shall be restored to his Account provided, however, that if such a Member has
received a distribution pursuant to Article VII, his nonvested Account shall
not be restored unless he repays to the Plan the full amount distributed to
him before the earlier of (i) 5 years after the first date on which the Member
is subsequently reemployed by the Employer, or (ii) the close of the first
period of 5 consecutive one-year Breaks in Service commencing after the
withdrawal.  The amount restored to the Member's Account will be valued on the
Valuation Date coinciding with or next following the later of (i) the date the
Employee is rehired, or (ii) the date a new enrollment application is received
by the TPA.  If a Member terminates Employment without any vested interest in
his Account, he shall (i) immediately be deemed to have received a total
distribution of his Account and (ii) thereupon forfeit his entire Account;
provided that if such Member returns to Employment before the number of
consecutive one-year Breaks in Service equals or exceeds the greater of (i) 5,
or (ii) the aggregate number of the Member's Years Employment (or, as
applicable, Years of Service) prior to such Break in Service, his Account
shall be restored in the same manner as if such Member had been partially
vested at the time of his termination of Employment and had his nonvested
Account restored upon a return to employment, and his Years of Employment (or,
as applicable, Years of Service) prior to incurring the first Break in Service
shall be included in any subsequent determination of his vesting service. 




Forfeited amounts, as described in the preceding paragraph, shall be made
available to the Employer, through a transfer from the Member's Account to the
Employer Credit Account, upon:  (1) if the Member had a vested interest in his
Account at his termination of Employment, the earlier of (i) the date as of
which the Member receives a distribution of his entire vested interest in his
Account or (ii) the date upon which the Member incurs 5 consecutive one-year
Breaks in Service, or (2) the date of the Member's termination of Employment,


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if the Member then has no vested interest in his Account.  Once so
transferred, such amounts shall be used at the option of the Employer to (i)
offset any contributions to be made by the Employer for that Contribution
Determination Period or (ii) be allocated to all eligible Members deemed to be
employed as of the last day of the Contribution Determination Period.  The
Employer Credit Account, referenced in this Subparagraph, shall be maintained
to receive, in addition to the forfeitures described above, (i) contributions
in excess of the limitations contained in Section 415 of the Code, (ii)
Employer contributions made in advance of the date allocable to Members, if
any, and (iii) amounts, if any, forfeited pursuant to Sections 3.10 and 3.11.




No forfeitures will occur solely as a result of an Employee's withdrawal of
employee contributions under Article VII of the Plan.














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ARTICLE VII 


WITHDRAWALS AND DISTRIBUTIONS




Section 7.1       General Provisions




The Employer will define in the Adoption Agreement the terms and conditions
under which withdrawals and distributions will be permitted under the Plan.
All payments in respect of a Member's Account shall be made in cash from the
Trust Fund and in accordance with the provisions of this Article or Article XI
except that if the Adoption Agreement so provides, a Member may elect to have
his Account, to the extent then invested in the Employer Stock Fund,
distributed in the form of Employer Stock in accordance with the provisions of
this Article or Article XI.  The amount of payment will be determined in
accordance with the vested value of the Member's Account on the Valuation Date
coinciding with or next following the date proper notice is filed with the
TPA, unless following such Valuation Date a decrease in the value of the
Member's investment in any of the available Investment Funds or other Account
investments occurs prior to the date  the Member's Account is paid in which
case that part of the payment which is based on such investments shall equal
the value of such investments determined as of the date of payment which date
shall occur as soon as administratively practicable on or following the
Valuation Date such proper notice is filed with the TPA.  If units are
redeemed to make a payment of benefits, the redemption date Unit value with
respect to a Member's investment in any of the available Investment Funds
shall equal the value of a Unit in such Investment Fund, as determined in
accordance with the valuation method applicable to Unit investments in such
Investment Fund on the date the Member's investment is redeemed. 




Except where otherwise specified, payments provided under this Article will be
made in a lump sum as soon as practicable after such Valuation Date or date of
redemption, as may be applicable, subject to any applicable restriction on
redemption imposed on amounts invested in any of the available Investment
Funds.  




Any partial withdrawal shall be deemed to come (to the extent available for
withdrawal):
	
First from the Member's after-tax contributions made prior to January 1, 1987.






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	Next from the Member's after-tax contributions made after December 31, 1986
plus earnings on all of the Member's after-tax contributions.
 
	Next from the Member's rollover contributions plus earnings thereon.
 
	Next from the Employer matching contributions plus earnings thereon.
 
	
Next from the Employer supplemental contributions plus earnings thereon.
 
	
Next from the Employer basic contributions plus earnings thereon.
 
	
Next from the Employer safe harbor CODA contributions plus earnings thereon.
 
	
Next from the Member's 401(k) deferrals plus earnings thereon.
 
	
Next from the Employer qualified nonelective contributions plus earnings
thereon.
 
	
Next from the Employer profit sharing contributions plus earnings thereon.





Section 7.2       Withdrawals While Employed




The Employer may, at its option, permit Members to make withdrawals from one
or more of the portions of their Accounts while employed by the Employer, as
designated in the Adoption Agreement, under the terms and provisions described
herein.  




Voluntary Withdrawals - To the extent permitted by the Employer as specified
in the Adoption Agreement, a Member may voluntarily withdraw some or all of
his Account (other than his 401(k) deferrals and Employer qualified
nonelective contributions treated as 401(k) deferrals except as hereinafter
permitted) while in Employment by filing a notice of withdrawal with the TPA;
provided, however, that in the event his Employer has elected to provide
annuity options under Section 7.3 and the Member elects an annuity form of
payment, no withdrawals may be made from a married Member's Account without
the written consent of such Member's Spouse (which consent shall be subject to
the procedures set forth in Section 7.3).  Only one in-service withdrawal may
be made in any Plan Year from each of the rollover amount of the Member's
Account and the remainder of the Member's Account.  This restriction shall
not, however, apply to a withdrawal under this Section in conjunction with a
hardship withdrawal.




Notwithstanding the foregoing paragraph, a Member may not withdraw any
matching, basic, supplemental, profit sharing or, solely in the case of the
events described in clause (iii) or (iv),  qualified nonelective contributions
made by the Employer under Article III unless (i) the Member has completed 60


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months of participation in the Plan; (ii) the withdrawal occurs at least 24
months after such contributions were made by the Employer; (iii) the Employer
terminates the Plan without establishing a qualified successor plan; or (iv)
the Member dies, is disabled, retires, attains age 592 or terminates
Employment.  For purposes of the preceding requirements, if the Member's
Account includes amounts which have been transferred from a defined
contribution plan established prior to the adoption of the Plan by the
Employer, the period of time during which amounts were held on behalf of such
Member and the periods of participation of such Member under such defined
contribution plan shall be taken into account.




Effective as of January 1, 1997, if an Employer does not permit Members to
make withdrawals from their Account while employed and a Member has attained
age 701⁄2 prior to terminating employment with his Employer, such Member may
withdraw some or all of his Account under the terms and provisions of this
Section 7.2.




If an Employer, in the Adoption Agreement, permits Members to withdraw 401(k)
deferrals and qualified non-elective contributions (and the income allocable
to each) while employed by the Employer, such deferrals or contributions are
not distributable earlier than upon separation from service, death,
disability, attainment of age 591⁄2 or hardship.  Such amounts may also be
distributed, in accordance with Section 401(k)(2)(B)(i)(II) of the Code and
the IRS Regulations thereunder, upon:  (i) 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)(7) or Section 409 of the
Code) or a simplified employee pension plan (defined in Code Section 408(k) or
a SIMPLE IRA plan (defined in Code Section 408(p)), or (ii) 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, or (iii) 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.




Hardship Withdrawals - If designated by the Employer in the Adoption
Agreement, a Member may make a withdrawal of his 401(k) deferrals, Employer
qualified nonelective contributions which are treated as elective deferrals,


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and any earnings credited thereto prior to January 1, 1989, prior to attaining
age 592, provided that the withdrawal is solely on account of an immediate and
heavy financial need and is necessary to satisfy such financial need.  For the
purposes of this Article, the term "immediate and heavy financial need" shall
be limited to the need of funds for (i) the payment of medical expenses
(described in Section 213(d) of the Code) incurred by the Member, the Member's
Spouse, or any of the Member's dependents (as defined in Section 152 of the
Code), (ii) the payment of tuition and room and board for the next 12 months
of post-secondary education of the Member, the Member's Spouse, the Member's
children, or any of the Member's dependents (as defined in Section 152 of the
Code), (iii) the purchase (excluding mortgage payments) of a principal
residence for the Member, or (iv) the prevention of eviction of the Member
from his principal residence or the prevention of foreclosure on the mortgage
of the Member's principal residence.  For purposes of this Article, a
distribution generally may be treated as "necessary to satisfy a financial
need" if the Plan Administrator reasonably relies upon the Member's written
representation that the need cannot be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by reasonable liquidation of the
Member's available assets, to the extent such liquidation would not itself
cause an immediate and heavy financial need, (iii) by cessation of Member
contributions and/or deferrals pursuant to Article III of the Plan, to the
extent such contributions and/or deferrals are permitted by the Employer, or
(iv) by other distributions or nontaxable (at the time of the loan) loans from
plans maintained by the Employer or by any other employer, or by borrowing
from commercial sources on reasonable commercial terms.  The amount of any
withdrawal pursuant to this Article shall not exceed the amount required to
meet the demonstrated financial hardship, including any amounts necessary to
pay any federal income taxes and penalties reasonably anticipated to result
from the distribution as certified to the Plan Administrator by the Member.




Notwithstanding the foregoing, no amounts may be withdrawn on account of
hardship pursuant to this Article prior to a Member's withdrawal of his other
available Plan assets without regard to any other withdrawal restrictions
adopted by the Employer.  






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Section 7.3       Distributions Upon Termination of Employment




In accordance with the provisions for distributions designated by the Employer
in the Adoption Agreement, a Member who terminates Employment with the
Employer may request a distribution of his Account at any time thereafter up
to attainment of age 702.  Except as otherwise provided by the Employer in the
Adoption Agreement, a Member may withdraw all or a portion of his Account at
any time after termination of employment and any amounts paid under this
Article may not be returned to the Plan.


  


Any distribution made under this Section 7.3 requires that a Request for
Distribution be filed with the TPA.  If a Member does not file such a Request,
the value of his Account will be paid to him as soon as practicable after his
attainment of age 702, but in no event shall payment commence later than April
1 of the calendar year following the calendar year in which the Member attains
age 702 unless otherwise provided by law.




Lump Sum Payments - A Member may request a distribution of all or a part of
his Account no more frequently than once per calendar year by filing the
proper Request for Distribution with the TPA.  In the event the Employer has
elected to provide an annuity option under the Plan, no distributions may be
made from a married Member's Account without the written consent of such
married Member's spouse (which consent shall be subject to the procedures set
forth below).  




Installment Payments - To the extent designated by the Employer in the
Adoption Agreement and in lieu of any lump sum payment of his total Account, a
Member who has terminated his Employment may elect in his Request for
Distribution to be paid in  installments (no less frequently than annually),
provided that a Member shall not be permitted to elect an installment period
in excess of his remaining life expectancy (or the joint life expectancy of
the Member and his designated Beneficiary) and if a Member attempts such an
election, the TPA shall deem him to have elected the installment period with
the next lowest multiple within the Member's remaining life expectancy.  For
purposes of installment payments under this Section 7.3,  the Member's life
expectancy  (or the joint life expectancy of the Member and his designated
Beneficiary) shall not be recalculated.  The amount of each installment will
be equal to the value of the total Units in the Member's Account, multiplied
by a fraction, the numerator of which is one and the denominator of which is
the number of remaining installments including the one then being paid, so
that at the end of the installment period so elected, the total Account will


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be liquidated.  The value of the Units will be determined in accordance with
the Unit values on the Valuation Date on or next following the TPA's receipt
of his Request for Distribution and on each anniversary thereafter subject to
applicable Regulations under Code Section 401(a)(9).  Payment will be made as
soon as practicable after each such Valuation Date, but in no event shall
payment commence later than April 1 of the calendar year following the
calendar year in which the Member attains age 702 subject to the procedure for
making such distributions described below.  The election of installments
hereunder may not be subsequently changed by the Member, except that upon
written notice to the TPA, the Member may withdraw the balance of the Units in
his Account in a lump sum at any time, notwithstanding the fact that the
Member previously received a distribution in the same calendar year.


Annuity Payments - The Employer may, at its option, elect to provide an
annuity option under the Plan.  To the extent so designated by the Employer in
the Adoption Agreement and in lieu of any lump sum payment of his total
Account, a Member who has terminated his  Employment  may elect in his
Request for Distribution to have the value of his total Account be paid as an
annuity secured for the Member by the Plan Administrator through a individual
annuity contract purchased by the Plan.  In the event the Employer elects to
provide the annuity option under the Plan and a Member elects an annuity form
of payment, the following provisions shall apply:




Unmarried Members - Any unmarried Member who has terminated his Employment may
elect, in lieu of any other available payment option, to receive a benefit
payable by purchase of a single premium contract providing for (i) a single
life annuity for the life of the Member or (ii) an annuity for the life of the
Member and, if the Member dies leaving a designated Beneficiary, a 50%
survivor annuity for the life of such designated Beneficiary.




Married Members - Except as otherwise provided below, (i) any married Member
who has terminated his Employment shall receive a benefit payable by purchase
of a single premium contract providing for a Qualified Joint and Survivor
Annuity, as defined below, and (ii) the Surviving Spouse of any married Member
who dies prior to the date payment of his benefit commences shall be entitled
to a Preretirement Survivor Annuity, as defined below.  Notwithstanding the
foregoing, any such married Member may elect to receive his benefit in any
other available form, and may waive the Preretirement Survivor Annuity, in
accordance with the spousal consent requirements described herein.



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For purposes of this Section 7.3, the term Qualified Joint and Survivor
Annuity" means a benefit providing an annuity for the life of the Member,
ending with the payment due on the last day of the month coinciding with or
preceding the date of his death, and, if the Member dies leaving a Surviving
Spouse, a survivor annuity for the life of such Surviving Spouse equal to one-half of the annuity payable for the life of the Member under his Qualified
Joint and Survivor Annuity, commencing on the last day of the month following
the date of the Member's death and ending with the payment due on the first
day of the month coinciding with or preceding the date of such Surviving
Spouse's death.




For purposes of this Section 7.3, the term APreretirement Survivor Annuity"
means a benefit providing for payment of 50% of the Member's Account balance
as of the Valuation Date coinciding with or preceding the date of his death.
Payment of a Preretirement Survivor Annuity shall commence in the month
following the month in which the Member dies or as soon as practicable
thereafter; provided, however, that to the extent required by law, if the
value of the amount used to purchase a Preretirement Survivor Annuity exceeds
$3,500, then payment of the Preretirement Survivor Annuity shall not commence
prior to the date the Member reached (or would have reached, had he lived)
Normal Retirement Age without the written consent of the Member's Surviving
Spouse.  Absence of any required consent will result in a deferral of payment
of the Preretirement  Survivor Annuity to the month following the month in
which occurs the earlier of (i) the date the required consent is received by
the TPA or (ii) the date the Member would have reached Normal Retirement Age
had he lived.




The TPA shall furnish or cause to be furnished, to each married Member with an
Account subject to this Section 7.3, explanations of the Qualified Joint and
Survivor Annuity and Preretirement Survivor Annuity.  A Member may, with the
written consent of his Spouse (unless the TPA makes a written determination in
accordance with the Code and the Regulations that no such consent is
required), elect in writing (i) to receive his benefit in a single lump sum
payment within the 90-day period ending on the date payment of his benefit
commences; and (ii) to waive the Preretirement Survivor Annuity within the
period beginning on the first day of the Plan Year in which the Member attains
age 35 and ending on the date of his death.  Any election made pursuant to
this Subparagraph may be revoked by a Member, without spousal consent, at any
time within which such election could have been made.  Such an election or
revocation must be made in accordance with procedures developed by the TPA and
shall be notarized.  






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Notwithstanding anything to the contrary, effective for Plan Years beginning
after December 31, 1996, the 90-day period in which a Member may, with the
written consent of his Spouse, elect in writing to receive his benefit in a
single lump sum shall not end before the 30th day after the date on which
explanations of the Qualified Joint and Survivor Annuity and Preretirement
Survivor Annuity are provided.  A Member may elect (with any applicable
spousal consent) to waive any requirement that the written explanation be
provided at least 30 days before the annuity starting date (or to waive the
30-day requirement under the preceding sentence) if the distribution commences
more than seven days after such explanation is provided.




Notwithstanding the preceding provisions of this Section 7.3, any benefit of
$3,500, subject to the limits of Article X, or less, shall be paid in cash in
a lump sum in full settlement of the Plan's liability therefor; provided,
however, that in the case of a married Member, no such lump sum payment shall
be made after benefits have commenced without the consent of the Member and
his Spouse or, if the Member has died, the Member's Surviving Spouse.
Furthermore, if the value of the benefit payable to a Member or his Surviving
Spouse is greater than $3,500 and the Member has or had not reached his Normal
Retirement Age, then to the extent required by law, unless the Member (and, if
the Member is married and his benefit is to be paid in a form other than a
Qualified Joint and Survivor  Annuity,  his Spouse,  or,  if the  Member was
married, his  Surviving  Spouse) consents in writing to an immediate
distribution of such benefit, his benefit shall continue to be held in the
Trust until a date following the earlier of (i) the date of the TPA's receipt
of all required consents or (ii) the date the Member reaches his earliest
possible Normal Retirement Age under the Plan (or would have reached such date
had he lived), and thereafter shall be paid in accordance with this Section
7.3.




Solely to the extent required under applicable law and regulations, and
notwithstanding any provisions of the Plan to the contrary that would
otherwise limit a Distributee's election under this Subparagraph, a
Distributee may elect, at the time and in the manner prescribed by the TPA, to
have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover.
For purposes of this Subparagraph, the following terms shall have the
following meanings:




Eligible Rollover Distribution - Any distribution of all or any portion of the
balance to the credit of the Distributee, except that an Eligible Rollover
Distribution does not include: any distribution that is one of a series of


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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; any distribution
to the extent such distribution is required under Section 401(a)(9) of the
Code; and the portion of any distribution that is not includable in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).




Effective January 1, 1999, an Eligible Rollover Distribution excludes hardship
withdrawals as defined in Section 401(k)(2)(B)(i)(IV) of the Code which are
attributable to Member's 401(k) deferrals under Treasury Regulation Section
1.401(k)-1(d)(2)(ii).




Eligible Retirement Plan - 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 a Surviving Spouse, an Eligible
Retirement Plan is an individual retirement account or an individual
retirement annuity.




Distributee - A Distributee may be (i) an Employee, (ii) a former Employee,
(iii) an Employee's Surviving Spouse, (iv) a former Employee's Surviving
Spouse, (v) an Employee's Spouse or former Spouse who is an alternate payee
under a qualified domestic relations  order,  as defined in  Section 414(p) of
the  Code, or (vi) a former  Employee's Spouse or former Spouse who is an
alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, with respect to the interest of the Spouse or
former Spouse.




Direct Rollover - A payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.




Section 7.4       Distributions Due to Disability




A Member who is separated from Employment by reason of a disability which is
expected to last in excess of 12 consecutive months and who is either (i)
eligible for, or is receiving, disability insurance benefits under the Federal
Social Security Act or (ii) approved for disability under the provisions of


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any other benefit program or policy maintained by the Employer, which policy
or program is applied on a uniform and nondiscriminatory basis to all
Employees of the Employer, shall be deemed to be disabled for all purposes
under the Plan. 


The Plan Administrator shall determine whether a Member is disabled in
accordance with the terms of the immediately preceding paragraph; provided,
however, approval of Disability is conditioned upon notice to the Plan
Administrator of such Member's Disability within 13 months of the Member's
separation from Employment.  The notice of Disability shall include a
certification that the Member meets one or more of the criteria listed above. 




Upon determination of Disability, a Member may withdraw his total Account
balance under the Plan and have such amounts paid to him in accordance with
the applicable provisions of this Article VII, as designated by the Employer.
If a disabled Member becomes reemployed subsequent to withdrawal of some or
all of his Account balance, such Member may not repay to the Plan any such
withdrawn amounts.




Section 7.5       Distributions Due to Death




Subject to the provisions of Section 7.3 above, if a married Member dies, his
Spouse, as Beneficiary, will receive a death benefit equal to the value of the
Member's Account determined on the Valuation Date on or next following the
TPA's receipt of notice that such Member died; provided, however, that if such
Member's Spouse had consented in writing to the designation of a different
Beneficiary, the Member's Account will be paid to such designated Beneficiary.
Such nonspousal designation may be revoked by the Member without spousal
consent at any time prior to the Member's death.  If a Member is not married
at the time of his death, his Account will be paid to his designated
Beneficiary.




A Member may elect that upon his death, his Beneficiary, pursuant to this
Section 7.5, may receive, in lieu of any lump sum payment, payment in 5 annual
installments (10 if the Spouse is the Beneficiary, provided that the Spouse's
remaining life expectancy is at least 10 years) whereby the value of 1/5th of
such Member's Units (or 1/10th in the case of a spousal Beneficiary, provided
that the Spouse's remaining life expectancy is at least 10 years) in each
available Investment Fund will be determined in accordance with the Unit
values on the Valuation Date on or next following the TPA's receipt of notice
of the Member's death and on each anniversary of such Valuation Date.  Payment
will be made as soon as practicable after each Valuation Date until the
Member's Account is exhausted.  Such election may be filed at any time with
the Plan Administrator prior to the Member's death and may not be changed or


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revoked after such Member's death.  If such an election is not in effect at
the time of the Member's death, his Beneficiary (including any spousal
Beneficiary) may elect to receive distributions in accordance with this
Article, except that any balance remaining in the deceased Member's Account
must be distributed on or before the December 31 of the calendar year which
contains the 5th anniversary (the 10th anniversary in the case of a spousal
Beneficiary, provided that the Spouse's remaining life expectancy is at least
10 years) of the Member's death.  Notwithstanding the foregoing, payment of a
Member's Account shall commence not later than the December 31 of the calendar
year immediately following the calendar year in which the Member died or, in
the event such Beneficiary is the Member's Surviving Spouse, on or before the
December 31 of the calendar year in which such Member would have attained age
702, if later (or, in either case, on any later date prescribed by the IRS
Regulations).  If, upon the Spouse's or Beneficiary's death, there is still a
balance in the Account, the value of the remaining Units will be paid in a
lump sum to such Spouse's or Beneficiary's estate.




Section 7.6       Minimum Required Distributions 





Effective as of January 1, 1997, payment of a Member's Account shall not
commence later than April 1 of the calendar year following the later of (i)
the calendar year in which the Member attains age 701⁄2 or (ii) the calendar
year in which the Member retires; provided however, if the Member is a 5
percent owner (as described in Section 416(i) of the Code), at any time during
the Plan Year ending with or within the calendar year in which the Employee
attains age 701⁄2, any benefit payable to such Member shall commence no later
than April 1 of the calendar year following the calendar year in which the
Member attains age 701⁄2. 




       (A)        Subject to Section 7.3, joint and survivor annuity requirements, the
requirements of this Section shall apply to any distribution of a
Member's interest and will take precedence over any inconsistent
provisions of this Plan.  Unless otherwise specified, the provisions of
this Section 7.6 apply to calendar years beginning after December 31,
1984.




       All distributions required under this Section 7.6 shall be
determined and made in accordance with the proposed regulations
under Section 401(a)(9) of the Code, including the minimum
distribution incidental benefit requirement of Section
1.401(a)(9)-2 of the proposed regulations.




       The entire interest of a Member must be distributed or begin to be
distributed no later than the Member's required beginning date.



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       (B)        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 Member,


              (2)       the life of the Member and a designated beneficiary,


              (3)       a period certain not extending beyond the life expectancy of
the Member, or


              (4)       a period certain not extending beyond the joint and last
survivor expectancy of the Member and a designated
beneficiary.




       (C)        If the Member'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)       If a Member's benefit is to be distributed over (a) a period
not extending beyond the life expectancy of the Member or
the joint life and last survivor expectancy of the Member
and the Member's designated beneficiary or (b) 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 Member's benefit by the applicable
life expectancy.




              (2)       For calendar years beginning before January 1, 1989, if the
Member'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
Member.




              (3)       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
Member's benefit by the lesser of (a) the applicable life
expectancy or (b) if the Member'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 regulations.  Distributions after the death
of the Member shall be distributed using the applicable life
expectancy in paragraph (1) above as the relevant divisor
without regard to Proposed Regulations Section 1.401(a)(9)-2.




              (4)       The minimum distribution required for the Member's first
distribution calendar year must be made on or before the
Member'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.



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       If the Member'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 proposed regulations thereunder.




       (D)       Distributions beginning before death.  If the Member dies after
distribution of his 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 Member's death.




       (E)       Distributions beginning after death.  1) If the Member dies before
distribution of his or her interest begins, distribution of the Member's
entire interest shall be completed by December 31 of the calendar year
containing the fifth anniversary of the Member'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 Member'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 Member died;




              (b)       if the designated beneficiary is the Member's surviving spouse, the date
distributions are required to begin in accordance with (a) above shall not be
earlier than the later of (i) December 31 of the calendar year immediately
following the calendar year in which the Member died and (ii) December 31 of
the calendar year in which the Member would have attained age 701⁄2.




              2)       If the Member has not made an election pursuant to this
Section 7.6 by the time of his death, the Member's
designated beneficiary must elect the method of distribution
no later than the earlier of (i) December 31, of the
calendar year in which distributions would be required to
begin under this Section, or (ii) December 31 of the
calendar year which contains the fifth anniversary of the
date of death of the Member.  If the Member has no
designated beneficiary, or if the designated beneficiary
does not elect a method of distribution, distribution of the
Member's entire interest must be completed by December 31 of
the calendar year containing the fifth anniversary of the
Member's death.






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       (F)        For purposes of paragraph (E) above, if the surviving spouse dies after
the Member, but before payments to such spouse begin, the provisions of
paragraph (E), with the exception of paragraph (E)(1)(b) therein, shall
be applied as if the surviving spouse were the Member.




       (G)        For the purposes of paragraphs (D) and (E), distribution of a Member's
interest is considered to begin on the Member's required beginning date
(or, if paragraph (F) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to paragraph (E)
above).  If distribution in the form of an annuity irrevocably commences
to the Member before the required beginning date, the date distribution
is considered to begin is the date distribution actually commences.




       (H)       Applicable life expectancy.  The life expectancy (or joint and last
survivor expectancy) calculated using the attained age of the Member (or
designated beneficiary as of the Member'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.




       (I)       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 proposed regulations thereunder.




       (J)       Distribution calendar year.  A calendar year for which a minimum
distribution is required.  For distributions beginning before the
Member's death, the first distribution calendar year is the calendar
year immediately preceding the calendar year which contains the Member's
required beginning date.  For distributions beginning after the Member's
death, the first distribution calendar year is the calendar year in
which distributions are required to begin pursuant to paragraphs (D),
(E), (F) and (G) above.




       (K)       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 Member (or spouse, in the case of
distributions described in paragraph (E)(1)(b) above) by the time
distributions are required to begin, life expectancies shall be


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recalculated annually.  Such election shall be irrevocable as to
the Member (or spouse) and shall apply to all subsequent years.
The life expectancy of a nonspouse beneficiary may not be
recalculated.




       (L)       Member's benefit.




              (1)       The account balance as of the last valuation date in the
calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the
amount of any contributions 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.




              (2)       Exception for second distribution calendar year.  For
purposes of paragraph (1) 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.


















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ARTICLE VIII 


LOAN PROGRAM




Section 8.1       General Provisions




An Employer may, at its option, make available the loan program described
herein for any Member (and, if applicable under Section 8.8 of this Article,
any Beneficiary), subject to applicable law.  The Employer shall so designate
its adoption of the loan program and the terms and provisions of its operation
in the Adoption Agreement.  There shall be a reasonable origination fee and/or
an annual administration fee assessed to the Member's Account for each loan
made to a Member or Beneficiary.  In the event that amounts are transferred to
the Plan from a retirement plan subject to Section 401(a)(11) of the Code, no
loans may be made from a married Member's Account without the written consent
of such Member's Spouse (in accordance with the spousal consent rules set
forth under Section 7.3).  In the event the Employer elects to permit loans to
be made from rollover contributions and earnings thereon, as designated in the
Adoption Agreement, loans shall be available from the Accounts of any
Employees of the Employer who have not yet become Members.  Only one loan may
be made to a Member in the Plan Year, except that if an Employer provides in
the Adoption Agreement to make loans available from Employee rollover
contributions and the earnings thereon, a Member will be permitted to request
a second loan in the Plan Year to the extent of Employee rollover
contributions and earnings thereon subject to any other limitations provided
under this Article.




The Employer may elect, in the Adoption Agreement,  to make the loan program
available only in the event of hardship or financial necessity.  Hardship or
financial necessity is defined as a  significant health expense or a loss of
income due to illness or disability  incurred by a Member, or the death of a
Member or an immediate family member of a Member.  Hardship or financial
necessary also includes the purchase of a Member's principal place of
residence as well as paying for a college education (including graduate
studies) for either a Member or a Member's dependents. 




Section 8.2       Loan Application




Subject to the restrictions described in the paragraph immediately following,
a Member in Employment may borrow from his Account in each of the available
Investment Funds by filing  a  loan  application with the TPA.    Such
application  (hereinafter  referred to as a "completed application") shall (i)
specify the terms pursuant to which the loan is requested to be made and (ii)
provide such information and documentation as the TPA shall require, including


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a note, duly executed by the Member, granting a security interest of an amount
not greater than 50% of his vested Account, to secure the loan.  With respect
to such Member, the completed application shall authorize the repayment of the
loan through payroll deductions.  Such loan will become effective upon the
Valuation Date coinciding with or next following the date on which his
completed application and other required documents were submitted, subject to
the same conditions with respect to the amount to be transferred under this
Section which are specified in the Plan procedures for determining the amount
of payments made under Article VII of the Plan.




The Employer shall establish standards in accordance with the Code and ERISA
which shall be uniformly applicable to all Members eligible to borrow from
their interests in the Trust Fund similarly situated and shall govern the
TPA's approval or disapproval of completed applications.  The terms for each
loan shall be set solely in accordance with such standards.




The TPA shall, in accordance with the established standards, review and
approve or disapprove a completed application as soon as practicable after its
receipt thereof, and shall promptly notify the applying Member of such
approval or disapproval.  Notwithstanding the foregoing, the TPA may defer its
review of a completed application, or defer payment of the proceeds of an
approved loan, if the proceeds of the loan would otherwise be paid during the
period commencing on December 1 and ending on the following January 31.




Subject to the preceding paragraph and Section 8.6, upon approval of a
completed application, the TPA shall cause payment of the loan to be made from
the available Investment Fund(s) in the same proportion that the designated
portion of the Member's Account is invested at the time of the loan, and the
relevant portion of the Member's interest in such Investment Fund(s) shall be
cancelled and shall be transferred in cash to the Member.  The TPA shall
maintain sufficient records regarding such amounts to permit an accurate
crediting of repayments of the loan.




Notwithstanding any provision of this Article VIII to the contrary, if an
Employer has elected in the Adoption Agreement to condition loans based upon a
Member's demonstrated hardship or financial necessity, the Plan Administrator,
in a uniform and nondiscriminatory manner,  shall determine whether a Member
has incurred a hardship or financial necessity following the Member filing a
loan application with the TPA. 




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Section 8.3       Permitted Loan Amount




The amount of each loan may not be less than $1,000 nor more than the maximum
amount as described below.  The maximum amount available for loan under the
Plan (when added to the outstanding balance of all other loans from the Plan
to the borrowing Member) shall not exceed the lesser of:  (a) $50,000 reduced
by the excess (if any) of (i) the highest outstanding loan balance
attributable to the Account of the Member requesting the loan from the Plan
during the one-year period ending on the day preceding the date of the loan,
over (ii) the outstanding balance  of all other loans from the Plan to the
Member on the date of the loan, or (b) 50% of the value of the Member's vested
portion of his Account  as of the Valuation Date on or next following the date
on which the TPA receives the completed application for the loan and all other
required documents.  In determining the maximum amount that a Member may
borrow, all vested assets of his Account will be taken into consideration,
provided that, where the Employer has not elected to make a Member's entire
Account available for loans or where a Member's Account contains investments
in a self-directed brokerage account which shall not be available for loans,
in no event shall the amount of the loan exceed the value of such vested
portion of the Member's Account from which loans are permissible.  




Section 8.4       Source of Funds for Loan




The amount of the loan will be deducted from the Member's Account in the
available Investment Funds in accordance with Section 8.2 of this Article and
the Plan procedures for determining the amount of payments made under Article
VII.  Loans shall be deemed to come (to the extent the Employer permits
Members to take loans from one or more of the portions of their Accounts, as
designated in the Adoption Agreement):

	First from the vested Employer profit sharing contributions plus
earnings thereon.
 
	Next from the Employer qualified nonelective contributions plus earnings
thereon.
 
	Next from the Member's 401(k) deferrals plus earnings thereon.
 
	Next from the Member's safe harbor CODA contributions plus earnings
thereon.
 
	Next from the vested Employer basic contributions plus earnings thereon.






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	Next from the vested Employer supplemental contributions plus earnings
thereon.
 
	Next from the vested Employer matching contributions plus earnings
thereon.
 
	Next from the Member's rollover contributions plus earnings thereon.
 
	Next from the Member's after-tax contributions made after December
31,1986 plus earnings on all of the Member's after-tax contributions.
 
	Next from the Member's after-tax contributions made prior to January
1,1987.




Section 8.5       Conditions of Loan


   


Each loan to a Member under the Plan shall be repaid in level monthly amounts
through regular payroll deductions after the effective date of the loan, and
continuing thereafter with each payroll.  Except as otherwise required by the
Code and the IRS Regulations, each loan shall have a repayment period of not
less than 12 months and not in excess of 60 months, unless the purpose of the
loan is for the purchase of a primary residence, in which case the loan may be
for not more than 180 months. After the first 3 monthly payments of the loan
have been satisfied, the Member may pay the outstanding loan balance
(including accrued interest from the due date).   




The rate of interest for the term of the loan will be established as of the
loan date, and will be the Barron's Prime Rate (base rate) plus 1% as
published on the last Saturday of the preceding month, or such other rate as
may be required by applicable law and determined by reference to the
prevailing interest rate charged by commercial lenders under similar
circumstances.  The applicable rate would then be in effect through the last
business day of the month.  




Repayment of all loans under the Plan shall be secured by 50% of the Member's
vested interest in his Account, determined as of the origination of such loan.




Section 8.6       Crediting of Repayment


   


Upon lending any amount to a Member, the TPA shall establish and maintain a
loan receivable account with respect to, and for the term of, the loan.  The
allocations described in this Section shall be made from the loan receivable
account.  Upon receipt of each monthly installment payment and the crediting
thereof to the Member's loan receivable account, there shall be allocated to



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the Member's Account in the available Investment Funds, in accordance with his
most recent investment instructions, the principal portion of the installment
payment plus that portion of the interest equal to the rate determined in
Section 8.5 of this Article.  The unpaid balance owed by a Member on a loan
under the Plan shall not reduce the amount credited to his Account.  However,
from the time of payment of the proceeds of the loan to the Member, such
Account shall be deemed invested, to the extent of such unpaid balance, in
such loan until the complete repayment thereof or distribution from such
Account.  Any loan repayment shall first be deemed allocable to the portions
of the Member's Account on the basis of a reverse ordering of the manner in
which the loan was originally distributed to the Member.




Section 8.7       Cessation of Payments on Loan




If a Member, while employed, fails to make a monthly installment payment when
due, as specified in the completed application, subject to applicable law, he
will be deemed to have received a distribution of the outstanding balance of
the loan.  If such default occurs after the first 3 monthly payments of the
loan have been satisfied, the Member may pay the outstanding balance,
including accrued interest from the due date, by the last day of the calendar
quarter following the calendar quarter which contains the due date of the last
monthly installment payment, in which case no such distribution will be deemed
to have occurred.  Subject to applicable law, notwithstanding the foregoing, a
Member that borrows any of his 401(k) deferrals and any of the earnings
attributable thereto may not cease to make monthly installment payments while
employed and receiving a Salary from the Employer.




Except as provided below, upon a Member's termination of Employment, death or
Disability, or the Employer's termination of the Plan, no further monthly
installment payments may be made.  Unless the outstanding balance, including
accrued interest from the due date, is paid by the last day of the calendar
quarter following the calendar quarter which contains the date of such
occurrence, the Member will be deemed to have received a distribution of the
outstanding balance of the loan including accrued interest from the due date. 




Section 8.8       Loans to Former Members




Notwithstanding any other provisions of this Article VIII, a member who
terminates Employment for any reason shall be permitted to continue making
scheduled repayments with respect to any loan balance outstanding at the time


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he becomes a terminated Member.  In addition, a terminated Member or
Beneficiary may elect to initiate a new loan from his Account, subject to the
conditions otherwise described in this Article VIII.  If any terminated Member
who continues to make repayments or any terminated Member or Beneficiary who
borrows from his Account pursuant to this Section 8.8 fails to make a
scheduled monthly installment payment by the last day of the calendar quarter
following the calendar quarter which contains the scheduled payment date, he
will be deemed to have received a distribution of the outstanding balance of
the loan.



















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ARTICLE IX   


ADMINISTRATION OF PLAN AND ALLOCATION OF RESPONSIBILITIES 




Section 9.1       Fiduciaries




The following persons are Fiduciaries under the Plan.




a)       The Trustee,




b)       The Employer,




c)       The Plan Administrator or committee, appointed by the Employer pursuant
to this Article IX of the Plan and designated as the "Named Fiduciary" of the
Plan and the Plan Administrator, and




d)       Any Investment Manager appointed by the Employer as provided in Section
9.4.




Each of said Fiduciaries shall be bonded to the extent required by ERISA.




The TPA is not intended to have the authority or responsibilities which would
cause it to be considered a Fiduciary with respect to the Plan unless the TPA
otherwise agrees to accept such authority or responsibilities in a service
agreement or otherwise in writing.




Section 9.2       Allocation of Responsibilities Among the Fiduciaries




a)       The Trustee




The Employer shall enter into one or more Trust Agreements with a Trustee or
Trustees selected by the Employer.  The Trust established under any such
agreement shall be a part of the Plan and shall provide that all funds
received by the Trustee as contributions under the Plan and the income
therefrom (other than such part as is necessary to pay the expenses and
charges referred to in Paragraph (b) of this Section) shall be held in the
Trust Fund for the exclusive benefit of the Members or their Beneficiaries,
and managed, invested and reinvested and distributed by the Trustee in
accordance with the Plan.  Sums received for investment may be invested (i)
wholly or partly through the medium of any common, collective or commingled
trust fund maintained by a bank or other financial institution and which is
qualified under Sections 401(a) and 501(a) of the Code and constitutes a part
of the Plan; (ii) wholly or partly through the medium of a group annuity or


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other type of contract issued by an insurance company and constituting a part
of the Plan, and utilizing, under any such contract, general, commingled or
individual investment accounts; or (iii) wholly or partly in securities issued
by an investment company registered under the Investment Company Act of 1940.
Subject to the provisions of Article XI, the Employer may from time to time
and without the consent of any Member or Beneficiary (a) amend the Trust
Agreement or any such insurance contract in such manner as the Employer may
deem necessary or desirable to carry out the Plan, (b) remove the Trustee and
designate a successor Trustee upon such removal or upon the resignation of the
Trustee, and (c) provide for an alternate funding agency under the Plan.  The
Trustee shall make payments under the Plan only to the extent, in the amounts,
in the manner, at the time, and to the persons as shall from time to time be
set forth and designated in written authorizations from the Plan Administrator
or TPA.




The Trustee shall from time to time charge against and pay out of the Trust
Fund taxes of any and all kinds whatsoever which are levied or assessed upon
or become payable in respect of such Fund, the income or any property forming
a part thereof, or any security transaction pertaining thereto.  To the extent
not paid by the Employer, the Trustee shall also charge against and pay out of
the Trust Fund other expenses incurred by the Trustee in the performance of
its duties under the Trust, the expenses incurred by the TPA in the
performance of its duties under the Plan (including reasonable compensation
for agents and cost of services rendered in respect of the Plan), such
compensation of the Trustee as may be agreed upon from time to time between
the Employer and the Trustee, and all other proper charges and disbursements
of the Trustee, the Employer, or the Plan Administrator.




b)       The Employer




The Employer shall be responsible for all functions assigned or reserved to it
under the Plan and any related Trust Agreement.  Any authority so assigned or
reserved to the Employer, other than responsibilities assigned to the Plan
Administrator, shall be exercised by resolution of the Employer's Board of
Directors and shall become effective with respect to the Trustee upon written
notice to the Trustee signed by the duly authorized officer of the Board
advising the Trustee of such exercise.  By way of illustration and not by
limitation, the Employer shall have authority and responsibility:




       (1)       to amend the Plan;




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       (2)       to merge and consolidate the Plan with all or part of the assets
or liabilities of any other plan;




       (3)       to appoint, remove and replace the Trustee and the Plan
Administrator and to monitor their performances;




       (4)       to appoint, remove and replace one or more Investment Managers, or to
refrain from such appointments, and to monitor their performances;




       (5)       to communicate such information to the Plan Administrator, TPA, Trustee
and Investment Managers as they may need for the proper performance of their
duties; and




       (6)       to perform such additional duties as are imposed by law.




Whenever, under the terms of this Plan, the Employer is permitted or required
to do or perform any act, it shall be done and performed by an officer
thereunto duly authorized by its Board of Directors.




c)       The Plan Administrator




The Plan Administrator shall have responsibility and discretionary authority
to control the operation and administration of the Plan in accordance with the
provisions of Article IX of the Plan, including, without limiting, the
generality of the foregoing:




       (1)       the determination of eligibility for benefits and the amount and
certification thereof to the Trustee;




       (2)       the hiring of persons to provide necessary services to the Plan;




       (3)       the issuance of directions to the Trustee to pay any fees, taxes,
charges or other costs incidental to the operation and management of the Plan;




       (4)       the preparation and filing of all reports required to be filed with
respect to the Plan with any governmental agency; and




       (5)       the compliance with all disclosure requirements imposed by state or
federal law.







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d)       The Investment Manager




Any Investment Manager appointed pursuant to Section 9.4 shall have sole
responsibility for the investment of the portion of the assets of the Trust
Fund to be managed and controlled by such Investment Manager.  An Investment
Manager may place orders for the purchase and sale of securities directly with
brokers and dealers.




Section 9.3       No Joint Fiduciary Responsibilities




This Article IX is intended to allocate to each Fiduciary the individual
responsibility for the prudent execution of the functions assigned to him, and
none of such responsibilities or any other responsibilities shall be shared by
two or more of such Fiduciaries unless such sharing is provided by a specific
provision of the Plan or any related Trust Agreement.  Whenever one Fiduciary
is required to follow the directions of another Fiduciary, the two Fiduciaries
shall not be deemed to have been assigned a shared responsibility, but the
responsibility of the Fiduciary giving the directions shall be deemed his sole
responsibility, and the responsibility of the Fiduciary receiving those
directions shall be to follow them insofar as such instructions are on their
face proper under applicable law.  To the extent that fiduciary
responsibilities are allocated to an Investment Manager, such responsibilities
are so allocated solely to such Investment Manager alone, to be exercised by
such Investment Manager alone and not in conjunction with any other Fiduciary,
and the Trustee shall be under no obligation to manage any asset of the Trust
Fund which is subject to the management of such Investment Manager.




Section 9.4       Investment Manager




The Employer may appoint a qualified Investment Manager or Managers to manage
any portion or all of the assets of the Trust Fund.  For the purpose of this
Plan and the related Trust, a "qualified Investment Manager" means an
individual, firm or corporation who has been so appointed by the Employer to
serve as Investment Manager hereunder, and who is and has acknowledged in
writing that he is (a) a Fiduciary with respect to the Plan, (b) bonded as
required by ERISA, and (c) either (i) registered as an investment advisor
under the Investment Advisors Act of 1940, (ii) a bank as defined in said Act,
or (iii) an insurance company qualified to perform investment management
services under the laws of more than one state of the United States.




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Any such appointment shall be by a vote of the Board of Directors of the
Employer naming the Investment Manager so appointed and designating the
portion of the assets of the Trust Fund to be managed and controlled by such
Investment Manager.  Said vote shall be evidenced by a certificate in writing
signed by the duly authorized officer of the Board and shall become effective
on the date specified in such certificate but not before delivery to the
Trustee of a copy of such certificate, together with a written acknowledgment
by such Investment Manager of the facts specified in the second sentence of
this Section.




Section 9.5       Advisor to Fiduciary




A Fiduciary may employ one or more persons to render advice concerning any
responsibility such Fiduciary has under the Plan and related Trust Agreement.




Section 9.6       Service in Multiple Capacities




Any person or group of persons may serve in more than one fiduciary capacity
with respect to the Plan, specifically including service both as Plan
Administrator and as a Trustee of the Trust; provided, however, that no person
may serve in a fiduciary capacity who is precluded from so serving pursuant to
Section 411 of ERISA.




Section 9.7       Appointment of Plan Administrator




The Employer shall designate the Plan Administrator in the Adoption Agreement.
The Plan Administrator may be an individual, a committee of two or more
individuals, whether or not, in either such case, the individual or any of
such individuals are Employees of the Employer, a consulting firm or other
independent agent, the Trustee (with its consent), the Board of the Employer,
or the Employer itself.  Except as the Employer shall otherwise expressly
determine, the Plan Administrator shall be charged with the full power and
responsibility for administering the Plan in all its details.  If no Plan
Administrator has been appointed by the Employer, or if the person designated
as Plan Administrator is not serving as such for any reason, the Employer
shall be deemed to be the Plan Administrator.  The Plan Administrator may be
removed by the Employer or may resign by giving written notice to the
Employer, and, in the event of the removal, resignation, death or other
termination of service of the Plan Administrator, the Employer shall, as soon
as is practicable, appoint a successor Plan Administrator, such successor
thereafter to have all of the rights, privileges, duties and obligations of
the predecessor Plan Administrator.






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Section 9.8       Powers of the Plan Administrator




The Plan Administrator is hereby vested with all powers and authority
necessary in order to carry out its duties and responsibilities in connection
with the administration of the Plan as herein provided, and is authorized to
make such rules and regulations as it may deem necessary to carry out the
provisions of the Plan and the Trust Agreement.  The Plan Administrator may
from time to time appoint agents to perform such functions involved in the
administration of the Plan as it may deem advisable.  The Plan Administrator
shall have the discretionary authority to determine any questions arising in
the administration, interpretation and application of the Plan, including any
questions submitted by the Trustee on a matter necessary for it to properly
discharge its duties; and the decision of the Plan Administrator shall be
conclusive and binding on all persons.




Section 9.9       Duties of the Plan Administrator




The Plan Administrator shall keep on file a copy of the Plan and the Trust
Agreement(s), including any subsequent amendments, and all annual reports of
the Trustee(s), and such annual reports or registration statements as may be
required by the laws of the United States, or other jurisdiction, for
examination by Members in the Plan during reasonable business hours.  Upon
request by any Member, the Plan Administrator shall furnish him with a
statement of his interest in the Plan as determined by the Plan Administrator
as of the close of the preceding Plan Year.  




Section 9.10       Action by the Plan Administrator




In the event that there shall at any time be two or more persons who
constitute the Plan Administrator, such persons shall act by concurrence of a
majority thereof.




Section 9.11       Discretionary Action




Wherever, under the provisions of this Plan, the Plan Administrator is given
any discretionary power or powers, such power or powers shall not be exercised
in such manner as to cause any discrimination prohibited by the Code in favor
of or against any Member, Employee or class of Employees.  Any discretionary
action taken by the Plan Administrator hereunder shall be consistent with any
prior discretionary action taken by it under similar circumstances and to this
end the Plan Administrator shall keep a record of all discretionary action
taken by it under any provision hereof.






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Section 9.12       Compensation and Expenses of Plan Administrator




Employees  of  the  Employer  shall  serve  without  compensation  for
services  as  Plan Administrator, but all expenses of the Plan Administrator
shall be paid by the Employer or in accordance with Section 9.2.   Such
expenses shall include any expenses incidental to the functioning of the Plan,
including, but not limited to, attorney's fees, accounting and clerical
charges, and other costs of administering the Plan.  Non-Employee Plan
Administrators shall receive such compensation as the Employer shall
determine.




Section 9.13       Reliance on Others




The Plan Administrator and the Employer shall be entitled to rely upon all
valuations, certificates and reports furnished by the Trustee(s), upon all
certificates and reports made by an accountant or actuary selected by the Plan
Administrator and approved by the Employer and upon all opinions given by any
legal counsel selected by the Plan Administrator and approved by the Employer,
and the Plan Administrator and the Employer shall be fully protected in
respect of any action taken or suffered by them in good faith in reliance upon
such Trustee(s), accountant, actuary or counsel and all action so taken or
suffered shall be conclusive upon each of them and upon all Members, retired
Members, and Former Members and their Beneficiaries, and all other persons.




Section 9.14       Self Interest




No person who is the Plan Administrator shall have any right to decide upon
any matter relating solely to himself or to any of his rights or benefits
under the Plan.  Any such decision shall be made by another Plan Administrator
or the Employer.




Section 9.15       Personal Liability - Indemnification




The Plan Administrator shall not be personally liable by virtue of any
instrument executed by him or on his behalf.  Neither the Plan Administrator,
the Employer, nor any of its officers or directors shall be personally liable
for any action or inaction with respect to any duty or responsibility imposed
upon such person by the terms of the Plan unless such action or inaction is
judicially determined to be a breach of that person's fiduciary responsibility
with respect to the Plan under any applicable law.  The limitation contained
in the preceding sentence shall not, however, prevent or preclude a compromise
settlement of any controversy involving the Plan, the Plan Administrator, the


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Employer, or any of its officers and directors.  The Employer may advance
money in connection with questions of liability prior to any final
determination of a question of liability.  Any settlement made under this
Article IX shall not be determinative of any breach of fiduciary duty
hereunder.




The Employer will indemnify every person who is or was a Plan Administrator,
officer or member of the Board or a person who provides services without
compensation to the Plan for any liability (including reasonable costs of
defense and settlement) arising by reason of any act or omission affecting the
Plan or affecting the Member or Beneficiaries thereof, including, without
limitation, any damages, civil penalty or excise tax imposed pursuant to
ERISA; provided (1) that the act or omission shall have occurred in the course
of the person's service as Plan Administrator, officer of the Employer or
member of the Board or was within the scope of the Employment of any Employee
of the Employer or in connection with a service provided without compensation
to the Plan, (2) that the act or omission be in good faith as determined by
the Employer, whose determination, made in good faith and not arbitrarily or
capriciously, shall be conclusive, and (3) that the Employer's obligation
hereunder shall be offset to the extent of any otherwise applicable insurance
coverage, under a policy maintained by the Employer, or any other person, or
other source of indemnification.




Section 9.16       Insurance




The Plan Administrator shall have the right to purchase such insurance as it
deems necessary to protect the Plan and the Trustee from loss due to any
breach of fiduciary responsibility by any person.  Any premiums due on such
insurance may be paid from Plan assets provided that, if such premiums are so
paid, such policy of insurance must permit recourse by the insurer against the
person who breaches his fiduciary responsibility.  Nothing in this Article IX
shall prevent the Plan Administrator or the Employer, at its, or his, own
expense, from providing insurance to any person to cover potential liability
of that person as a result of a breach of fiduciary responsibility, nor shall
any provisions of the Plan preclude the Employer from purchasing from any
insurance company the right of recourse under any policy by such insurance
company.




Section 9.17       Claims Procedures




Claims for benefits under the Plan shall be filed with the Plan Administrator
on forms supplied by the Employer.  Written notice of the disposition of a
claim shall be furnished to the claimant within 90 days after the application


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thereof is filed unless special circumstances require an extension of time for
processing the claim.  If such an extension of time is required, written
notice of the extension shall be furnished to the claimant prior to the
termination of said 90-day period, and such notice shall indicate the special
circumstances which make the postponement appropriate.  




Section 9.18       Claims Review Procedures




In the event a claim is denied, the reasons for the denial shall be
specifically set forth in the notice described in this Section 9.18 in
language calculated to be understood by the claimant.  Pertinent provisions of
the Plan shall be cited, and, where appropriate, an explanation as to how the
claimant can request further consideration and review of the claim will be
provided.  In addition, the claimant shall be furnished with an explanation of
the Plan's claims review procedures.  Any Employee, former Employee, or
Beneficiary of either, who has been denied a benefit by a decision of the Plan
Administrator pursuant to Section 9.17 shall be entitled to request the Plan
Administrator to give further consideration to his claim by filing with the
Plan Administrator (on a form which may be obtained from the Plan
Administrator) a request for a hearing.  Such request, together with a written
statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Plan Administrator no later than 60 days
after receipt of the written notification provided for in Section 9.17.  The
Plan Administrator shall then conduct a hearing within the next 60 days, at
which the claimant may be represented by an attorney or any other
representative of his choosing and at which the claimant shall have an
opportunity to submit written and oral evidence and arguments in support of
his claim.  At the hearing (or prior thereto upon 5 business days' written
notice to the Plan Administrator), the claimant or his representative shall
have an opportunity to review all documents in the possession of the Plan
Administrator which are pertinent to the claim at issue and its disallowance.
A final disposition of the claim shall be made by the Plan Administrator
within 60 days of receipt of the appeal unless there has been an extension of
60 days and shall be communicated in writing to the claimant.  Such
communication shall be written in a manner calculated to be understood by the
claimant and shall include specific reasons for the disposition and specific
references to the pertinent Plan provisions on which the disposition is based.
For all purposes under the Plan, such decision on claims (where no review is
requested) and decision on review (where review is requested) shall be final,
binding and conclusive on all interested persons as to participation and
benefits eligibility, the amount of benefits and as to any other matter of
fact or interpretation relating to the Plan.




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ARTICLE X 


MISCELLANEOUS PROVISIONS 






Section 10.1       General Limitations




(A)       In order that the Plan be maintained as a qualified plan and trust under
the Code, contributions in respect of a Member shall be subject to the
limitations set forth in this Section, notwithstanding any other provision of
the Plan.  The contributions in respect of a Member to which this Section is
applicable are his own contributions and/or deferrals and the Employer's
contributions.  




For purposes of this Section 10.1, a Member's contributions shall be
determined without regard to any rollover contributions as provided in Section
402(a)(5) of the Code.




(B)       Limitations on Allocations




       (1)        If the Member does not participate in, and has never participated
in another qualified plan maintained by the Employer or a welfare
benefit fund, as defined in Plan 419(e) of the Code maintained by
the Employer, or an individual medical account, as defined in Plan
415(l)(2) of the Code, maintained by the employer, or a simplified
employee pension, as defined in Plan 408(k) of the Code,
maintained by the Employer, which provides an annual addition as
defined in paragraph 13, the amount of annual additions which may
be credited to the Member's account for any limitation year will
not exceed the lesser of the maximum permissible amount or any
other limitation contained in this Plan. If the Employer
contribution that would otherwise be contributed or allocated to
the Member's 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 Member's actual compensation for the limitation
year, the Employer may determine the maximum permissible amount for a Member
on the basis of a reasonable estimation of the Member's  compensation for the
limitation year, uniformly determined for all Members similarly situated.




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       (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 Member's actual compensation for the limitation
year.




       (4)       If pursuant to paragraph 3 above 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 voluntary employee contributions (plus
attributable earnings), to the extent they would reduce the
excess amount, will be returned to the Member;




              (b)       If after the application of paragraph (a) an excess amount
still exists, any elective deferrals (plus attributable
earnings), to the extent they would reduce the excess
amount, will be distributed to the Member;




              (c)       If after the application of paragraph (b) an excess amount
still exists, and the Member is covered by the Plan at the
end of the limitation year, the excess amount in the
Member's account will be used to reduce employer
contributions (including any allocation of forfeitures) for
such Member in the next limitation year, and each succeeding
limitation year if necessary.




              (d)       If after the application of paragraph (b) an excess amount
still exists, and the Member is not covered by the Plan at
the end of a limitation year, the excess amount will be held
unallocated in a suspense account. The suspense account will
be applied to reduce future employer contributions for all
remaining Members in the next limitation year, and each
succeeding limitation year if necessary.




              (e)       If a suspense account is in existence at any time during a
limitation year pursuant to this paragraph 4, it will not
participate in the allocation of 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
Members' accounts before any employer or any employee
contributions may be made to the Plan for that limitation
year.  Excess amounts may not be distributed to Members or
former Members.



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       (5)       This paragraph applies if, in addition to this Plan, the Member 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 paragraph 13, during any limitation year. The annual additions
which may be credited to a Member's account under this Plan for any such
limitation year will not exceed the maximum permissible amount reduced by the
annual additions credited to a Member's account under the  other qualified
master and prototype defined contribution plans, welfare benefit funds,
individual medical accounts, and simplified employee pensions for the same
limitation year. If the annual additions with respect to the Member under
other qualified master and prototype defined contribution plans, welfare
benefit funds, individual medical accounts, and simplified employee pensions
maintained by the Employer are less than the maximum permissible amount and
the employer contribution that would otherwise be contributed or allocated to
the Member's 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 Member under such other qualified master
and 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 Member's account under this Plan for the
limitation year.




       (6)       Prior to determining the Member's actual compensation for the limitation
year, the Employer may determine the maximum permissible amount for a
Member in the manner described in paragraph 2.




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       (7)       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 Member's actual compensation for the
limitation year.


       (8)       If, pursuant to paragraph 7 or as a result of the allocation of
forfeitures, a Member's annual additions under this Plan and such other
plans would result in an excess amount for a limitation year, the excess
amount will be deemed to consist of the annual additions last allocated,
except that annual additions attributable to a simplified employee
pension will be deemed to have been allocated first, followed by annual
additions to a welfare benefit fund or individual medical account,
regardless of the actual allocation date.




       (9)       If an excess amount was allocated to a Member 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
Member for the limitation year as of such date under this
Plan to (ii) the total annual additions allocated to the
Member for the limitation year as of such date under this
and all the other qualified master or prototype defined
contribution plans.




       (10)       Any excess amount attributed to this Plan will be disposed in the manner
described in paragraph 4.




       (11)       If the Member 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 Member's account under this Plan
for any limitation year will be limited in accordance with paragraphs 5
through 10 as though the other plan were a master or prototype plan.




       (12)       If the employer maintains, or at any time maintained, a qualified
defined benefit plan  covering any Member in this Plan, the sum of the
Member'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 Member's account under this Plan for any limitation year will
be limited in accordance with  the adoption agreement.  This paragraph 12 does
not apply for limitation years beginning on or after January 1, 2000.






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       (13)       Definitions - Annual additions:  The sum of the following amounts
credited to a Member's account for the limitation year:


              (a)       employer contributions;




              (b)       employee contributions;




              (c)       forfeitures;




              (d)       amounts allocated, after March 31, 1984, to an individual
medical account, as defined in Plan 415(l)(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 Plan 419A(d)(3) of
the Code, under a welfare benefit fund, as defined in Plan
419(e) of the Code, maintained by the employer are treated
as annual additions to a defined contribution plan; and 




       allocations under a simplified employee pension.  For this
purpose, any excess amount applied under paragraphs 4 or 10 in the limitation
year to reduce employer contributions will be considered annual additions for
such limitation year.




       Compensation will mean compensation as required to be reported
under Plans 6041, 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 Plan 3401(a) and all
other payments of compensation to an employee by
the employer (in the course of the employer's
trade or business) for which the employer is
required to furnish the employee a written
statement under Plans 6041(d), 6051(a)(3), and
6052. Compensation must be determined without
regard to any rules under Plan 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 Plan 3401(a)(2)).




       For any self-employed individual, compensation will mean earned
income. For limitation years beginning after December 31, 1991,
for purposes of applying the limitations of this article,


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compensation for a limitation year is the compensation actually
paid or made available in gross income during such limitation
year.  Notwithstanding the preceding sentence, compensation for a
Member in a defined contribution plan who is permanently and
totally disabled (as defined in Section 22(e)(3) of the Internal
Revenue Code) is the compensation such Member would have received
for the limitation year if the Member had been paid at the rate of
compensation paid immediately before becoming permanently and
totally disabled; for limitation years beginning before January 1,
1997, such imputed compensation for the disabled Member may be
taken into account only if the Member is not a Highly Compensated
Employee and contributions made on behalf of such Member are
nonforfeitable when made.  For limitation years beginning after
December 31, 1997, for purposes of applying the limitations of
this article, compensation paid or made available during such
limitation year shall include any elective deferral (as defined in
Code Plan 402(g)(3)), and any amount which is contributed or
deferred by the employer at the election of the employee and which
is not includable in the gross income of the employee by reason of
Plan 125 or 457.




       (14)       Defined benefit fraction: A fraction, the numerator of which is the sum
of the Member'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 percent of the dollar limitation determined for the
limitation year under Plans 415(b) and (d) of the Code or 140 percent of the
highest average compensation, including any adjustments under Plan 415(b) of
the Code.  Notwithstanding the above, if the Member was a Member 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 percent of the sum of the annual benefits under such plans which the
Member 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 Plan 415 for all limitation years beginning before January 1,
1987.


       (15)       Defined contribution dollar limitation: $30,000, as adjusted under Plan
415(d).






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       (16)       Defined contribution fraction: A fraction, the numerator of which is the
sum of the annual additions to the Member'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 Member'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, 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 percent of the dollar limitation determined under Plans 415(b)
and (d) of the Code in effect under Plan 415(c)(l)(A) of the Code or 35
percent of the Member's compensation for such year.  If the employee was a
Member 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 Plan 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
employee contributions as annual additions.




       (17)       For purposes of this Section, Employer shall mean the employer that
adopts this Plan, and all members of a controlled group of corporations (as
defined in Plan 414(b) of the Code as modified by Plan 415(h)), all commonly
controlled trades or businesses (as defined in Plan 414(c) as modified by Plan
415(h)) or affiliated service groups (as defined in Plan 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 Plan 414(o) of the Code.






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       (18)       Excess amount: The excess of the Member's annual additions for the
limitation year over the maximum permissible amount.




       (19)       Highest average compensation: The average compensation for the three
consecutive years of service with the employer that produces the highest
average.




       (20)       Limitation year: The limitation year as specified 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.




       (21)       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 Member's account under the Plan for any
limitation year shall not exceed the lesser of:




              (a)       the defined contribution dollar limitation, or




              (b)       25 percent of the Member'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 Plan 401(h) or Plan 419A(f)(2) of the Code)
which is otherwise treated as an annual addition under Plan
415(l)(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 theShort 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 Member would be entitled under the terms of the Plan
assuming: 




              (a)       the Member will continue employment until normal retirement
age under the Plan (or current age, if later), and



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              (b)       the Member'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.




(C)       Membership in the Plan shall not give any Employee the right to be
retained in the Employment of the Employer and shall not affect the right of
the Employer to discharge any Employee.




(D)       Each Member, Spouse and Beneficiary assumes all risk in connection with
any decrease in the market value of the assets of the Trust Fund.  Neither the
Employer nor the Trustee guarantees that upon withdrawal, the value of a
Member's Account will be equal to or greater than the amount of the Member's
own deferrals or contributions, or those credited on his behalf in which the
Member has a vested interest, under the Plan.


(E)       The establishment, maintenance or crediting of a Member's Account
pursuant to the Plan shall not vest in such Member any right, title or
interest in the Trust Fund except at the times and upon the terms and
conditions and to the extent expressly set forth in the Plan and the Trust
Agreement.




(F)       The Trust Fund shall be the sole source of payments under the Plan and
the Employer, Plan Administrator and TPA assume no liability or responsibility
for such payments, and each Member, Spouse or Beneficiary who shall claim the
right to any payment under the Plan shall be entitled to look only to the
Trust Fund for such payment.  











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Section 10.2       Top Heavy Provisions




The Plan will be considered a Top Heavy Plan for any Plan Year if it is
determined to be a Top Heavy Plan as of the last day of the preceding Plan
Year.   The provisions of this Section 10.2 shall apply and supersede all
other provisions in the Plan during each Plan Year with respect to which the
Plan is determined to be a Top Heavy Plan.




(A)       For purposes of this Section 10.2, the following terms shall have the
meanings set forth below:




       (1)       "Affiliate"  shall mean any entity affiliated with the Employer within
the meaning of Section 414(b), 414(c) or 414(m) of the Code, or pursuant to
the IRS Regulations under Section 414(o) of the Code, except that for purposes
of applying the provisions hereof with respect to the limitation on
contributions, Section 415(h) of the Code shall apply.




       (2)       "Aggregation Group" shall mean the group composed of each qualified
retirement plan of the Employer or an Affiliate in which a Key Employee is a
member and each other qualified retirement plan of the Employer or an
Affiliate which enables a plan of the Employer or an Affiliate in which a Key
Employee is a member to satisfy Sections 401(a)(4) or 410 of the Code.  In
addition, the TPA, at the direction of the Plan Administrator, may choose to
treat any other qualified retirement plan as a member of the  Aggregation
Group if such Aggregation Group will continue to satisfy Sections 401(a)(4)
and 410 of the Code with such plan being taken into account.




       (3)       "Key Employee" shall mean a "Key Employee" as defined in Sections
416(i)(1) and (5) of the Code and the IRS Regulations thereunder.  For
purposes of Section 416 of the Code and for purposes of determining who is a
Key Employee, an Employer which is not a corporation may have "officers" only
for Plan Years beginning after December 31, 1985.  For purposes of determining
who is a Key Employee pursuant to this Subparagraph (3), compensation shall
have the meaning prescribed in Section 414(s) of the Code, or to the extent
required by the Code or the IRS Regulations, Section 1.415-2(d) of the IRS
Regulations.




       (4)       "Non-Key Employee" shall mean a "Non-Key Employee" as defined in Section
416(i)(2) of the Code and the IRS Regulations thereunder.






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       (5)        "Top Heavy Plan" shall mean a "Top Heavy Plan" as defined in Section
416(g) of the Code and the IRS Regulations thereunder.




(B)       Subject to the provisions of Paragraph (D) below, for each Plan Year
that the Plan is a Top Heavy Plan, the Employer's contribution (including
contributions attributable to salary reduction or similar arrangements)
allocable to each Employee (or to all eligible employees other than Key
Employees at the election of the Employer) who has satisfied the eligibility
requirement(s) of Article II, Section 2, and who is in service at the end of
the Plan Year, shall not be less than the lesser of (i) 3% of such eligible
Employee's compensation (as defined in Section 414(s) of the Code or to the
extent required by the Code or the IRS Regulations, Section 1.415-2(d) of the
Regulations), or (ii) the percentage at which Employer contributions for such
Plan Year are made and allocated on behalf of the Key Employee for whom such
percentage is the highest.  For the purpose of determining the appropriate
percentage under clause (ii), all defined contribution plans required to be
included in an Aggregation Group shall be treated as one plan.  Clause (ii)
shall not apply if the Plan is required to be included in an Aggregation Group
which enables a defined benefit plan also required to be included in said
Aggregation Group to satisfy Sections 401(a)(4) or 410 of the Code. 




(C)       If the Plan is a Top Heavy Plan for any Plan Year and (i) the Employer
has elected a vesting schedule under Article VI for an employer contribution
type which does not satisfy the minimum Top Heavy vesting requirements or (ii)
if the Employer has not elected a vesting schedule for an employer
contribution type,  the vested interest of each Member, who is credited with
at least one Hour of Employment on or after the Plan becomes a Top Heavy Plan,
for each employer contribution type in his Account described in clause (i) or
(ii) above, shall not be less than the percentage determined in accordance
with the following schedule:





	Completed Years of
 Employment
	Vested
Percentage

	Less than 2	0%
	2 but less than 3	20%
	3 but less than 4	40%
	4 but less than 5	60%
	5 but less than 6	80%
	6 or more	100%







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       Notwithstanding the schedule provided above, if the Plan is a Top Heavy
Plan for any Plan Year and if an Employer has elected a cliff vesting
schedule for an employer contribution type described in clause (i) or
(ii) above, the vested interest of each Member, who is credited with at
least one Hour of Employment on or after the Plan becomes a Top Heavy
Plan, for such employer contribution type in his Account, shall not be
less than the percentage determined in accordance with the following
schedule:




	Completed Years of
 Employment
	Vested
Percentage

	Less than 3	0%
	3 or more	100%






              In the event that an Employer elects, in its Adoption Agreement, to use
the hour of service method for determining vesting service, Year of
Service shall be substituted  for Year of Employment for determining
vesting under this Article X.




(D)       The TPA shall, to the maximum extent permitted by the Code and in
accordance with the IRS Regulations, apply the provisions of this Section 10.2
by taking into account the benefits payable and the contributions made under
any other qualified plan maintained by the Employer, to prevent inappropriate
omissions or required duplication of minimum contributions.




Section 10.3       Information and Communications




Each Employer, Member, Spouse and Beneficiary shall be required to furnish the
TPA with such information and data as may be considered necessary by the TPA.
All notices, instructions and other communications with respect to the Plan
shall be in such form as is prescribed from time to time by the TPA, shall be
mailed by first class mail or delivered personally, and shall be deemed to
have been duly given and delivered only upon actual receipt thereof by the
TPA.  All information and data submitted by an Employer or a Member, including
a Member's birth date, marital status, salary and circumstances of his
Employment and termination thereof, may be accepted and relied upon by the
TPA.  All communications from the Employer or the Trustee to a Member, Spouse
or Beneficiary shall be deemed to have been duly given if mailed by first
class mail to the address of such person as last shown on the records of the
Plan.






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Section 10.4       Small Account Balances




Notwithstanding the foregoing provisions of the Plan, and except as provided
in Section 7.3, if the value of all portions of a Member's Account under the
Plan, when aggregated, is equal to or exceeds $500, then the Account will not
be distributed without the consent of the Member prior to age 65 (at the
earliest), but if the aggregate value of all portions of his Account is less
than $500, then his Account will be distributed as soon as practicable
following the termination of Employment by the Member.




Section 10.5       Amounts Payable to Incompetents, Minors or Estates




If the Plan Administrator shall find that any person to whom any amount is
payable under the Plan is unable to care for his affairs because of illness or
accident, or is a minor, or has died,  then any payment due him or his estate
(unless a prior claim therefor has been made by a duly appointed legal
representative) may be paid to his Spouse, relative or any other person deemed
by the Plan Administrator to be a proper recipient on behalf of such person
otherwise entitled to payment.  Any such payment shall be a complete discharge
of the liability of the Trust Fund therefor.




Section 10.6       Non-Alienation of Amounts Payable




Except insofar as may otherwise be required by applicable law, or Article
VIII, or pursuant to the terms of a Qualified Domestic Relations Order, no
amount payable under the Plan shall  be subject  in  any manner to  alienation
by anticipation,  sale,  transfer,  assignment, bankruptcy, pledge,
attachment, charge or encumbrance of any kind, and any attempt to so alienate
shall be void; nor shall the Trust Fund in any manner be liable for or subject
to the debts or liabilities of any person entitled to any such amount payable;
and further, if for any reason any amount payable under the Plan would not
devolve upon such person entitled thereto, then the Employer, in its
discretion, may terminate his interest and hold or apply such amount for the
benefit of such person or his dependents as it may deem proper.  For the
purposes of the Plan, a "Qualified Domestic Relations Order" means any
judgment, decree or order (including approval of a property settlement
agreement) which has been determined by the Plan Administrator, in accordance
with procedures established under the Plan, to constitute a Qualified Domestic
Relations Order within the meaning of Section 414(p)(1) of the Code (or any
domestic relations order entered before January 1, 1985).  No amounts may be


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withdrawn under Article VII, and no loans granted under Article VIII, if the
TPA has received a document which may be determined following its receipt to
be a Qualified Domestic Relations Order prior to completion of review of such
order by the Plan Administrator within the time period prescribed for such
review by the IRS Regulations.




Section 10.7       Unclaimed Amounts Payable




If the TPA cannot ascertain the whereabouts of any person to whom an amount is
payable under the Plan, and if, after 5 years from the date such payment is
due, a notice of such payment due is mailed to the address of such person, as
last shown on the records of the Plan, and within 3 months after such mailing
such person has not filed with the TPA or Plan Administrator written claim
therefor, the Plan Administrator may direct in accordance with ERISA that the
payment (including the amount allocable to the Member's contributions) be
cancelled, and used in abatement of the Plan's administrative expenses,
provided that appropriate provision is made for re-crediting the payment if
such person subsequently makes a claim therefor.




Section 10.8       Leaves of Absence




(A)       If the Employer's personnel policies allow leaves of absence for all
similarly situated Employees on a uniformly available basis under the
circumstances described in Paragraphs (B)(1)-(4) below, then contribution
allocations and vesting service will continue to the extent provided in
Paragraphs (B)(1)-(4).




(B)       For purposes of the Plan, there are four types of approved Leaves of
Absence: 




       (1)       Nonmilitary leave granted to a Member for a period not in excess of one
year during which service is recognized for vesting purposes and the Member is
entitled to share in any supplemental contributions under Article III or
forfeitures under Article VI, if any, on a pro-rata basis, determined by the
Salary earned during the Plan Year or Contribution Determination Period; or




       (2)       Nonmilitary leave or layoff granted to a Member for a period not in
excess of one year during which service is recognized for vesting purposes,
but the Member is not entitled to share in any contributions or forfeitures as
defined under (1) above, if any, during the period of the leave; or






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       (3)       To the extent not otherwise required by applicable law, military or
other governmental service leave granted to a Member from which he returns
directly to the service of the Employer.  Under this leave, a Member may not
share in any contributions or forfeitures as defined under (1) above, if any,
during the period of the leave, but vesting service will continue to accrue;
or




       (4)       To the extent not otherwise required by applicable law, a military
leave granted at the option of the Employer to a Member who is
subject to military service pursuant to an involuntary call-up in
the Reserves of the U.S. Armed Services from which he returns to
the service of the Employer within 90 days of his discharge from
such military service.  Under this leave, a Member is entitled to
share in any contributions or forfeitures as defined under (1)
above, if any, and vesting service will continue to accrue.
Notwithstanding any provision of the Plan to the contrary, if a
Member has one or more loans outstanding at the time of this
leave, repayments on such loan(s) may be suspended, if the Member
so elects, until such time as the Member returns to the service of
the Employer or the end of the leave, if earlier.




(C)        Notwithstanding any provision of this Plan to the contrary, effective
December 12, 1994, contribution allocations and vesting service with
respect to qualified military service will be provided in accordance
with Section 414(u) of the Code.  Loan repayments will be suspended
under this Plan as permitted under Section 414(u)(4) of the Code during
such period of qualified military service.




Section 10.9       Return of Contributions to Employer




(A)       In the case of a contribution that is made by an Employer by reason of a
mistake of fact, the Employer may request the return to it of such
contribution within one year after the payment of the contribution, provided
such refund is made within one year after the payment of the contribution.




(B)       In the case of a contribution made by an Employer or a contribution
otherwise deemed to be an Employer contribution under the Code, such
contribution shall be conditioned upon the deductibility of the contribution
by the Employer under Section 404 of the Code.  To the extent the deduction
for such contribution is disallowed, in accordance with IRS Regulations, the
Employer may request the return to it of such contribution within one year
after the disallowance of the deduction.






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(C)       In the event that the IRS determines that the Plan is not initially
qualified under the Code, any contribution 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 the 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.




The contributions returned under (A), (B) or (C) above may not include any
gains on such excess contributions, but must be reduced by any losses.




Section 10.10        Controlling Law




The Plan and all rights thereunder shall be governed by and construed in
accordance with ERISA and the laws of the State of New York, without regard to
the principles of the conflicts of laws thereof.















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ARTICLE XI


AMENDMENT & TERMINATION




Section 11.1       General




While the Plan is intended to be permanent, the Plan may be amended or
terminated completely by the Employer at any time at the discretion of its
Board of Directors.  Except where necessary to qualify the Plan or to maintain
qualification of the Plan, no amendment shall reduce any interest of a Member
existing prior to such amendment.  Subject to the terms of the Adoption
Agreement, written notice of such amendment or termination as resolved by the
Board shall be given to the Trustee, the Plan Administrator and the TPA.  Such
notice shall set forth the effective date of the amendment or termination or
cessation of contributions.




If the Employer's plan fails to attain or retain qualification, such plan will
no longer participate in this master/prototype plan and will be considered an
individually designed plan.




Section 11.2       Termination of Plan and Trust




This Plan and any related Trust Agreement shall in any event terminate
whenever all property held by the Trustee shall have been distributed in
accordance with the terms hereof.




Section 11.3       Liquidation of Trust Assets in the Event of Termination




In the event that the Employer's Board of Directors shall decide to terminate
the Plan, or, in the event of complete cessation of Employer contributions,
the rights of Members to the amounts standing to their credit in their
Accounts shall be deemed fully vested and the Plan Administrator shall direct
the Trustee to either continue the Trust in full force and effect and continue
so much of the Plan in full force and effect as is necessary to carry out the
orderly distribution of benefits to Members and their Beneficiaries upon
retirement, Disability, death or termination of Employment; or (a) reduce to
cash such part or all of the Plan assets as the Plan Administrator may deem
appropriate; (b) pay the liabilities, if any, of the Plan; (c) value the
remaining assets of the Plan as of the date of notification of termination and
proportionately adjust Members' Account balances; (d) distribute such assets
in cash to the credit of their




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respective Accounts as of the notification of the termination date; and (e)
distribute all balances which have been segregated into a separate fund to the
persons entitled thereto; provided that no person in the event of termination
shall be required to accept distribution in any form other than cash.




Section 11.4       Partial Termination




The Employer may terminate the Plan in part without causing a complete
termination of the Plan.  In the event a partial termination occurs, the Plan
Administrator shall determine the portion of the Plan assets attributable to
the Members affected by such partial termination and the provisions of Section
11.3 shall apply with respect to such portion as if it were a separate fund.




Section 11.5       Power to Amend




       (A)       Subject to Section 11.6, the Employer, through its Board of
Directors, shall have the power to amend the Plan in any manner
which it deems desirable, including, but not by way of limitation,
the right to change or modify the method of allocation of
contributions, to change any provision relating to the
distribution of payment, or both, of any of the assets of the
Trust Fund.  Further, the Employer may (i) change the choice of
options in the Adoption Agreement; (ii) 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 (iii) add certain model
amendments published by the IRS 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, will be considered to have an individually designed
plan.


 


       Any amendment shall become effective upon the vote of the Board of
Directors of the Employer, unless such vote of the Board of
Directors of the Employer specifies the effective date of the
amendment.




Such effective date of the amendment may be made retroactive to the vote of
the Board of Directors, to the extent permitted by law.




       (B)       The Employer expressly recognizes the authority of the Sponsor, Pentegra
Services, Inc., to amend the Plan from time to time, except with respect
to elections of the Employer in the Adoption Agreement, and the Employer
shall be




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deemed to have consented to any such amendment.  The Employer shall
receive a written instrument indicating the amendment of the Plan and
such amendment shall become effective as of the date of such instrument.
No such amendment shall in any way impair, reduce or affect any Member's
vested and nonforfeitable rights in the Plan and Trust.




Section 11.6       Solely for Benefit of Members, Terminated Members and their

             Beneficiaries




No changes may be made in the Plan which shall vest in the Employer, directly
or indirectly, any interest, ownership or control in any of the present or
future assets of the Trust Fund.




No part of the funds of the Trust other than such part as may be required to
pay taxes, administration expenses and fees, shall be reduced by any amendment
or be otherwise used for or diverted to purposes other than the exclusive
benefit of Members, retired Members, Former Members, and their Beneficiaries,
except as otherwise provided in Section 10.9 and under applicable law.




No amendment shall become effective which reduces the nonforfeitable
percentage of benefit that would be payable to any Member if his Employment
were to terminate and no amendment which modifies the method of determining
that percentage shall be made effective with respect to any Member with at
least three Years of Service unless such member is permitted to elect, within
a reasonable period after the adoption of such amendment, to have that
percentage determined without regard to such amendment.




Section 11.7       Successor to Business of the Employer




Unless this Plan and the related Trust Agreement be sooner terminated, a
successor to the business of the Employer by whatever form or manner resulting
may continue the Plan and the related Trust Agreement by executing appropriate
supplementary agreements and such successor shall thereupon succeed to all the
rights, powers and duties of the Employer hereunder.  The Employment of any
Employee who has continued in the employ of such successor shall not be deemed
to have terminated or severed for any purpose hereunder if such supplemental
agreement so provides.






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Section 11.8       Merger, Consolidation and Transfer




The Plan shall not be merged or consolidated, in whole or in part, with any
other plan, nor shall any assets or liabilities of the Plan be transferred to
any other plan unless the benefit that would be payable to any affected Member
under such plan if it terminated immediately after the merger, consolidation
or transfer, is equal to or greater than the benefit that would be payable to
the affected Member under this Plan if it terminated immediately before the
merger, consolidation or transfer.




Section 11.9       Revocability




This Plan is based upon the condition precedent that it shall be approved by
the Internal Revenue Service as qualified under Section 401(a) of the Code and
exempt from taxation under Section 501(a) of the Code.  Accordingly,
notwithstanding anything herein to the contrary, if a final ruling shall be
received in writing from the IRS that the Plan does not initially qualify
under the terms of Sections 401(a) and 501(a) of the Code, there shall be no
vesting in any Member of assets contributed by the Employer and held by the
Trustee under the Plan.  Upon receipt of notification from the IRS that the
Plan fails to qualify as aforesaid, the Employer reserves the right, at its
option, to either amend the Plan in such manner as may be necessary or
advisable so that the Plan may so qualify, or to withdraw and terminate the
Plan.




Upon the event of withdrawal and termination, the Employer shall notify the
Trustee and provide the Trustee with a copy of such ruling and the Trustee
shall transfer, and in accordance with applicable law, pay over to the
Employer (or, as applicable and to the extent attributable to Member after-tax
contributions, 401(k) deferrals or rollover amounts, to the Members) all of
the net assets under the Plan which remain after deducting the proper expense
of termination and the Trust Agreement shall thereupon terminate.  For
purposes of this Article XI, "final ruling" shall mean either (1) the initial
letter ruling from the District Director in response to the Employer's
original application for such a ruling, or (2) if such letter ruling is
unfavorable and a written appeal is taken or protest filed within 60 days of
the date of such letter ruling, it shall mean the ruling received in response
to such appeal or protest.






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If the Plan is terminated, the Plan Administrator shall promptly notify the
IRS and such other appropriate governmental authority as applicable law may
require.  Neither the Employer nor its Employees shall make any further
contributions under the Plan after the termination date, except that the
Employer shall remit to the TPA a reasonable administrative fee to be
determined by the TPA for each Member with a balance in his Account to defray
the cost of implementing its termination.  Where the Employer has terminated
the Plan pursuant to this Article, the Employer may elect to transfer assets
from the Plan to a successor plan qualified under Section 401(a) of the Code
in which event the Employer shall remit to the TPA an additional
administrative fee to be determined by the TPA to defray the cost of such
transfer transaction.















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TRUSTS ESTABLISHED UNDER THE PLAN




Assets of the Plan are held in trust under separate Trust Agreements with the
Trustee or Trustees.  Any eligible Employee or Member may obtain a copy of
these Trust Agreements from the Plan Administrator.




IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the Plan by
the Employer, the Employer has caused these presents to be executed on its
behalf and its corporate seal to be hereunder affixed as of the ____________________ day
of _______________________________________, 20_____.






ATTEST:




	 
Clerk	 	By
 
 
Name
 
Title	 
 
 
 




































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108 Corporate Park Drive

White Plains, NY  10603-3805

Tel:   800-872-3473

Fax:  914-694-9384




































ADOPTION AGREEMENT

For HeritageBank of the South

Employees' Savings & Profit Sharing Plan and Trust

Client No. DA1





















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ADOPTION AGREEMENT
FOR
HERITAGEBANK OF THE SOUTH
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST





	Name of Employer:	HeritageBank of the South
 
	Address:	200 Loftus Drive, Albany, GA 31705-2949
 
	Telephone Number:	(229) 883-5701
 
	Contact Person:	Ms. Sandy Driver
 
	Name of Plan:	HeritageBank of the South Employees' Savings & Profit
Sharing Plan and Trust







THIS ADOPTION AGREEMENT, upon execution by the Employer and the Trustee, with
the  Employees' Savings & Profit Sharing Plan and Trust Agreement (the
"Agreement"), shall constitute the HeritageBank of the South Employees'
Savings & Profit Sharing Plan and Trust (the "Plan").  The terms and
provisions of the Agreement are hereby incorporated herein by this reference;
provided, however, that if there is any conflict between the Adoption
Agreement and the Agreement, this Adoption Agreement shall control.




The elections hereinafter made by the Employer in this Adoption Agreement may
be changed by the Employer from time to time by written instrument executed by
a duly authorized representative thereof.  Notwithstanding the foregoing, no
amendment of this Adoption Agreement or of the Agreement shall increase the
duties or responsibilities of the Trustee without the written consent thereof.














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       I.       Effect of Execution of Adoption Agreement




       The Employer, upon execution of this Adoption Agreement by a duly
authorized representative thereof, (choose 1 or 2):




       1.                        Establishes as a new plan the [  Name of Employer  ]
Employees' Savings & Profit Sharing Plan and Trust,
effective ______________________________, ___________ (the "Effective Date").




       2.           X           Amends its existing defined contribution plan and
trust



              (HeritageBank of the South Profit Sharing 401(k) Plan)
dated August 19, 2003, in its entirety into the
HeritageBank of the South Employees' Savings & Profit
Sharing Plan and Trust, effective May 1, 2005 , except
as otherwise provided herein or in the Agreement (the
"Effective Date").




       II.       Definitions




       A.       "Compliance Testing Method" means the prior year testing
method unless the Employer elects to use current year
testing for determining the actual deferral percentages and
actual contribution percentages by checking this line ___________.




              Note:       Whichever testing method is selected (prior year
testing or current year testing), it must apply to
both the actual deferral percentage test and the
actual contribution percentage test.




       B.       Employer




              1.       "Employer," for purposes of the Plan, shall mean:       


                                   HeritageBank of the South                     




              2.       The Employer is (indicate whichever may apply):




              a)                        A member of a controlled group of
corporations under Section 414(b) of the
Code.


              b)                        A member of a group of entities under
common control under Section 414(c) of the
Code.


              c)                        A member of an affiliated service group
under Section 414(m) of the Code.


              d)            X          A corporation.


              e)                        A sole proprietorship or partnership.


              f)                        A Subchapter S corporation.


              g)                        Other ___________________________________.






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              3.       Employer's Taxable Year Ends on   December 31   .




              4.       Employer's Federal Taxpayer Identification Number is  
58 - 0679647 .




              5.       The Plan Number for the Plan is (enter 3-digit number)
  002  .




       C.       "Entry Date" means the first day of the (choose 1 or 2):




              1.          X          Calendar month coinciding with or next following
the date the Employee satisfies the Eligibility
requirements described in Section V.


              2.                      Calendar quarter (January 1, April 1, July 1,
October 1) coinciding with or next following the
date the Employee satisfies the Eligibility
requirements described in Section V.




              D.        "Limitation Year means the twelve (12) consecutive month
period ending on


               ___________________________________ (month/day).  Note:  If no 12
month period is selected, the Limitation Year shall be the
Plan Year.




       E.       "Member" means an Employee enrolled in the membership of the
Plan.




       F.       "Normal Retirement Age" means (choose 1 or 2):




              1.          X          Attainment of age 65   (select an age not less
than 55 and not greater than 65).



              2.                      Later of:  (i) attainment of age 65 or (ii) the
fifth anniversary of the date the Member
commenced participation in the Plan.




       G.       "Normal Retirement Date" means the first day of the first
calendar month coincident with or next following the date
upon which a Member attains his or her Normal Retirement
Age.




       H.       "Plan Year" means the twelve (12) consecutive month period
ending on December 31   (month/day).




       I.       "Salary" for benefit purposes under the Plan means (choose
1, 2 or 3):




              1.                      Total taxable compensation as reported on Form
W-2 (exclusive of any compensation deferred from
a prior year).





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              2.                      Basic Salary only.



              3.          X          Basic Salary plus one or more of the following
(if 3 is chosen, then choose (a) or (b), and/or
(c) or (d), whichever shall apply):



                     a)          X          Commissions not in excess of $_________________________



                     b)                      Commissions to the extent that Basic
Salary plus Commissions do not
exceed $ __________________________



                     c)                      Overtime



                     d)          X          Overtime and bonuses



              Note:       Member pre-tax contributions to a Section 401(k) plan
are always included in Plan Salary.



       III.       Salary Adjustment       




       A.       Cafeteria Plan (Section 125) Salary Adjustment.


              Member pre-tax contributions to a Section 125 cafeteria plan
are to be included in Plan Salary, unless the Employer
elects to exclude such amounts by checking this line __________.




       B.       Transportation Fringe Benefit (Section 132(f) Adjustment).




              Member pre-tax contributions for qualified transportation
fringe benefits under Code Section 132(f) are to be included
in Plan Salary, unless the Employer elects to exclude such
amounts by checking this line __________.




       IV.       Highly Compensated Employee Elections  




       A.       Top Paid Group Election:


       


              In determining who is a Highly Compensated Employee, the
Employer makes the Top Paid Group election by checking this
line __________. The effect of this election is that an
Employee (who is not a 5% owner at any time during the
determination year or the look-back year) with compensation
in excess of $80,000 (as adjusted) for the look-back year is
a Highly Compensated Employee only if the Employee was in
the top-paid group (i.e., the top 20% of Employees ranked on
the basis of compensation paid by the Employer) for the
look-back year. 






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       B.       Calendar Year Data Election:




              For determining which Employees are Highly Compensated
Employees, the look-back year will be the 12 month period
immediately preceding the determination year, except that,
for non-calendar year plans, the look-back year will be the
calendar year ending within the Plan Year by checking this
line __________.




       V.       Eligibility Requirements




       A.       All Employees shall be eligible to participate in the Plan
in accordance with the provisions of Article II of the Plan,
except the following Employees shall be excluded (choose
whichever shall apply):




              1.          X          Employees who have not attained age 20  (Insert
an age from 18 to 21).


              2.          X          Employees who have not completed 3   (1-11, 12
or 24) consecutive months of service.




                     Note:       Employers which permit Members to make
pre-tax elective deferrals to the Plan
(see VII.A.3.) may not elect a 24 month
eligibility period.




              3.                      Employees included in a unit of Employees
covered by a collective bargaining agreement, if
retirement benefits were the subject of good
faith bargaining between the Employer and
Employee representatives.








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              4.                      Employees who are nonresident aliens and who
receive no earned income from the Employer which
constitutes income from sources within the
United States.




              5.          X          Employees included in the following job
classifications:




                     a)                      Hourly Employees.


                     b)                      Salaried Employees.




                     c)                      Flex staff employees (i.e.; any
Employee who is not a regular full-time or part-time Employee).




                     d)           X          Short-term Employees ( i.e.;
employees who are hired under a
written agreement which precludes
membership in the Plan and provides
for a specific period of employment
not in excess of one year).




                     e)                      Leased Employees.




              6.                      Employees of the following employers which are
aggregated under Section 414(b), 414(c) or
414(m) of the Code:




__________________________________________________________


__________________________________________________________


__________________________________________________________




              Note:       If no entries are made above, all Employees
shall be eligible to participate in the Plan on
the later of:  (i) the Effective Date or (ii)
the first day of the calendar month or calendar
quarter (as designated by the Employer in
Section II.C.) coinciding with or immediately
following the Employee's Date of Employment or,
as applicable, Date of Reemployment.





       B.       Such eligibility computation period established in Section
V(A) above shall be applicable to  (choose 1 or 2):





              1.          X          Both present and future Employees.




              2.                      Future Employees only.






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       C.       Such Eligibility requirements established above shall be
(choose 1 or 2):




              1.          X          Applied to the designated Employee group on and
after the Effective Date of the Plan.




              2.                      Waived for the       consecutive month period
(may not exceed 12) beginning on the Effective
Date of the Plan.




       D.       Service Crediting Method for Eligibility (Choose 1, 2 or 3):




              1.                      Not applicable. There is no service required for
eligibility.




              2.        X    Hour of service method (Choose a or b):




                     a)          X          The actual number of Hours of
Employment.




                     b)                      190 Hours of Employment for each
month in which the Employee
completes at least one hour of
Employment.




              3.              Elapsed time method.




       E.        Requirements to Commence Receipt of Employer Contributions.


       


                     1.       Employer Contributions shall be allocated to Member's
Accounts in accordance with Article III of the Plan,
except that the following Member's will not be
entitled to Employer contributions (choose (a) or (b)
and/or (c)): 




              a)          X          No additional requirements apply. (The
eligibility requirements under  Section V
above apply to Employer Contributions); or




              b)                    Members who have not attained age 
    (Insert an age from    18-21);
and/or 




              c)                      Member's who have not completed        (1
- 12) consecutive months of service.




              2.       The requirement to commence receipt of Employer
Contributions established in this Section E shall
apply to all Employer Contributions provided under
Section 3.4 of the Plan except:





              a)                      Matching contributions


              b)                      Basic contributions


              c)                      Safe harbor CODA contributions


              d)                      Supplemental contributions


              e)              Profit sharing contributions


              f)              Qualified non-elective contribution






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              Note:   If an Employer contribution type is selected
in 2 above, Member's will receive Employer
contributions based upon the eligibility requirements
under Section V above and the provisions of the Plan
document for such Employer contribution type.




       VI.       Prior Employment Credit


       


       A.       Prior Employment Credit:




                           Employment with the following entity or entities
shall be included for eligibility and vesting
purposes:


_________________________________________________________


_________________________________________________________




              Note:       If this Plan is a continuation of a Predecessor Plan,
service under the Predecessor Plan shall be counted
under this Plan.




       VII.       Contributions




       Note:       Annual Member pre-tax elective deferrals, Employer matching
contributions, Employer safe harbor CODA contributions,
Employer basic contributions, Employer supplemental
contributions, Employer profit sharing contributions and
Employer qualified non-elective contributions, in the
aggregate, may not exceed 15% of all Members' Salary
(excluding from Salary Member pre-tax elective deferrals).




       A.       Employee Contributions (fill in 1 and/or 6 if applicable;
choose 2 or 3; 4 or 5):


       


              1.          X          The maximum amount of monthly contributions a
Member may make to the Plan (both pre-tax
deferrals and after-tax contributions) is   75
% (1-75) of the Member's monthly Salary.




              2.          X          (Choose a and/ or b):




                     a)           X          A Member may make pre-tax elective
deferrals to the Plan, based on
multiples of 1% of monthly Salary,
or 




                     b)                       A Member may make pre-tax elective
deferrals to the Plan based on a
specified dollar amount.   




              3.                      A Member may not make pre-tax elective deferrals
to the Plan.





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              4.                      A Member may make after-tax contributions to the
Plan, based on multiples of 1% of monthly
Salary.




              5.          X          A Member may not make after-tax contributions to
the Plan.




              6.          X          An Employee may allocate a rollover contribution
to the Plan prior to satisfying the Eligibility
requirements described above.




       B.       A Member may change his or her contribution rate with
respect to, if made available, pre-tax deferrals and after-tax contributions (choose 1, 2 or 3):




              1.                      1 time per pay period.


              2.                      1 time per calendar month.


              3.          X          1 time per calendar quarter.




       C.       Employer Matching Contributions (fill in 1 or 6 as
applicable; and if you select 1, then choose 2, 3, 4 or 5):




              1.       The Employer matching contributions under 2, 3, 4 or 5
below shall be based on the Member's contributions
(both pre-tax deferrals and after-tax contributions)
not in excess of    4  % (1-20 but not in excess of
the percentage specified in A.1. above) of the
Member's Salary.




              2.          X          The Employer shall allocate to each contributing
Member's Account an amount equal to  50  % (not
to exceed 200%) of the Member's contributions
(both pre-tax deferrals and after-tax
contributions) for the Plan Year (as otherwise
limited in accordance with C.1. above).




              3.                      The Employer shall allocate to each contributing
Member's Account an amount based on the Member's
contributions for the month (as otherwise
limited in accordance with C.1. above) and
determined in accordance with the following
schedule:




	Matching %
	Years of Employment

	Less than 3

At least 3, but less than 5

5 or more	50%
75%
100%








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              4.                      The Employer shall allocate to each contributing
Member's Account an amount based on the Member's
contributions for the month (as otherwise
limited in accordance with C.1. above) and
determined in accordance with the following
schedule:





	Matching %
	Years of Employment

	Less than 3

At least 3, but less than 5

5 or more	100%
150%
200%







              5.                      The Employer shall allocate to each contributing
Member's Account an amount equal to __________% on
the first __________% of the Member's monthly
contributions plus  __________% on the next 
% of the Member's monthly contributions.




              6.                      No Employer matching contributions will be made
to the Plan. 






       D.       Safe Harbor CODA Contributions (Actual Deferral Percentage
Test Safe Harbor Contributions) (Complete 1, or 2 below):




              1.                      The Employer shall make a safe harbor Basic
Matching Contribution to the Plan on behalf of
each Member (i.e.; 100% of the Member's 401(k)
Deferrals that do not exceed 3% percent of the
Member's Salary plus 50% of the Member's 401(k)
Deferrals that  exceed 3% percent of the
Member's Salary but that do not exceed 5% of the
Member's Plan Salary).




                     2.                      In lieu of safe harbor Basic Matching
Contributions, the Employer will make the
following contributions for the Plan Year
(complete (a) and/or (b)):




                     a)       Enhanced Matching Contributions (complete
1, 2 or 3 below):


  


                            (1)                    The Employer shall make
Matching Contributions
to the Account of each
Member in an amount
equal to the sum of:








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                            (i)       the Member's 401(k) Deferrals
that do not exceed __________
percent of the Member's Salary
plus


                            (ii)        __________ percent of the
Member's 401(k)
Deferrals that exceed 
   percent of the
Member's Salary and that
do not exceed       
percent of the Member's
Salary.




                     Note:       In the blank in (i) and the second
blank in (ii), insert a number that
is 3 or greater but not greater than
6.  The first and last blanks in
(ii) must be completed so that at
any rate of 401(k) Deferrals, the
Matching Contribution is at least
equal to the Matching Contribution
receivable if the Employer were
making Basic Matching Contributions,
but the rate of match cannot
increase as deferrals increase.  For
example, if "4" is inserted in the
blank in (i), (ii) need not be
completed.






                                   (2)                      150% of the
Member's
contributions not
to exceed 
(Enter 3% or 4%)
of the Member's
Plan Salary; or 




                            (3)                       200% of the
Member's
contributions not
to exceed       
(Enter 2% or 3%)
of the Member's
Plan Salary.




                     b)                      Safe Harbor Nonelective
Contributions: 




              The Employer will make a Safe Harbor Nonelective
Contribution to the Account of each Member in an
amount equal to 3 percent of the Member's Salary for
the Plan Year, unless the Employer inserts a greater
percentage here   __________.




       E.       Employer Basic Contributions (choose 1 or 2):




              1.                      The Employer shall allocate an amount equal to 
    % (based on 1% increments not to exceed 15%)
of Member's Salary for the month to (choose (a)
or (b)):








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                     a)                      The Accounts of all Members


                     b)                      The Accounts of all Members
who were employed with the
Employer on the last day of
such month.


       


              2.          X          No Employer basic contributions will be made to
the Plan.




       F.       Employer Supplemental Contributions:




              The Employer may make supplemental contributions for any
Plan Year in accordance with Section 3.7 of the Plan.




       G.       Employer Profit Sharing Contributions (Choose 1, 2, 3, 4, or
5):




              1.          X          No Employer Profit Sharing Contributions will be
made to the Plan. 




              Non-Integrated Formula




              2.                      Profit sharing contributions shall be allocated
to each Member's Account in the same ratio as
each eligible Member's Salary during such
Contribution Determination Period bears to the
total of such Salary of all eligible Members. 




              3.                      Profit sharing contributions shall be allocated
to each eligible Member's Account in the same
ratio as each eligible Member's Salary for the
portion of the Contribution Determination Period
during which the Member satisfied the Employer's
eligibility requirement(s) bears to the total of
such Salary of all eligible Members.











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              Integrated Formula


              4.                      Profit sharing contributions shall be allocated
to each eligible Member's Account in a uniform
percentage (specified by the Employer as 
%) of each Member's Salary during the
Contribution Determination Period ("Base
Contribution Percentage") for the Plan Year that
includes such Contribution Determination Period, plus a uniform percentage (specified by the
Employer as __________%, but not in excess of the
lesser of (i) the Base Contribution Percentage
and (ii) the greater of (1) 5.7% or (2) the
percentage equal to the portion of the Code
Section 3111(a) tax imposed on employers under
the Federal Insurance Contributions Act (as in
effect as of the beginning of the Plan Year)
which is attributable to old-age insurance) of
each Member's Salary for the Contribution
Determination Period in excess of the Social
Security Taxable Wage Base ("Excess Salary") for
the Plan Year that includes such Contribution
Determination Period, in accordance with Article
III of the Plan.




              5.                      Profit sharing contributions shall be allocated
to each eligible Member's Account in a uniform
percentage (specified by the Employer as 
%) of each Member's Salary for the portion of
the Contribution Determination Period during
which the Member satisfied the Employer's
eligibility requirement(s), if any, plus a
uniform percentage (specified by the Employer as
__________%, but not in excess of the lesser of (i)
the Base Contribution Percentage and (ii) the
greater of (1) 5.7% or (2) the percentage equal
to the portion of the Code Section 3111(a) tax
imposed on employers under the Federal Insurance
Contributions Act (as in effect as of the
beginning of the Plan Year) which is
attributable to old-age insurance) of each
Member's  Excess Salary for the portion of the
Contribution Determination Period during which
the Member satisfied the Employer's eligibility
requirement(s) in accordance with Article III of
the Plan.








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       H.       Allocation of Employer Profit Sharing Contributions:




              In accordance with Section VII, G above, a Member shall be
eligible to share in Employer Profit Sharing Contributions,
if any, as follows (choose 1 or 2):




              1.                      A Member shall be eligible for an allocation of
Employer Profit Sharing Contributions for a
Contribution Determination Period if he or she
is eligible to participate in the Plan for the
Plan Year to which the Profit Sharing
Contributions relates.




              2.                      A Member shall be eligible for an allocation of
Employer Profit Sharing Contributions for a
Contribution Determination Period only if he or
she (choose (a), (b) or (c) whichever shall
apply):


                     a)                      is employed on the last day of the
Contribution Determination Period,
or retired, died or became totally
and permanently disabled prior to
the last day of the Contribution
Determination Period. 




                     b)                      completed 1,000 Hours of Employment
if the  Contribution Determination
Period is a period of 12 months (250
Hours of Employment if the
Contribution Determination Period is
a period of 3 months), or retired,
died or became totally and
permanently disabled prior to the
last day of the Contribution
Determination Period.


                     c)                      is employed on the last day of the
Contribution Determination Period
and, if such period is 12 months,
completed 1,000 Hours of Employment
(250 Hours of Employment if the
Contribution Determination Period is
a period of 3 months), or retired,
died or became totally and
permanently disabled prior to the
last day of the Contribution
Determination Period. 




       I.       "Contribution Determination Period" for purposes of
determining and allocating Employer profit sharing
contributions means (choose 1,2, 3 or 4):




              1.                      The Plan Year.




              2.                      The Employer's Fiscal Year (defined as the
Plan's "limitation year") being the twelve (12)
consecutive month period commencing _____________________________ (month/day) and ending ___________________________ (month/day).








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              3.                      The three (3) consecutive month periods that
comprise each of the Plan Year quarters.




              4.                      The three (3) consecutive monthly periods that
comprise each of the Employer's Fiscal Year
quarters.  (Employer's Fiscal Year is the twelve
(12) consecutive month period commencing 
                           (month/day) and
ending                                    
(month/day).)




       J.       Employer Qualified Nonelective Contributions:




              The Employer may make qualified nonelective contributions
for any Plan Year in accordance with Section 3.9 of the
Plan.




       K.       Top Heavy Contributions:




              If the Plan is determined to be Top Heavy and if Top Heavy
Contributions will be made to the Plan, Top Heavy
Contributions will be allocated to: (choose 1 or 2 below):




              1.        X         Only Members who are Non-Key Employees.




              2.                   All Members.


















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       VIII.       Investments 




       The Employer hereby appoints Barclays Global Investors, N.A. to
serve as Investment Manager under the Plan.  The Employer hereby
selects the following Investments to be made available under the
Plan (choose whichever shall apply) and consents to the lending of
securities by such funds to brokers and other borrowers.  The
Employer agrees and acknowledges that the selection of Investments
made in this Section VIII is solely its responsibility, and no
other person, including the Sponsor or Investment Manager, has any
discretionary authority or control with respect to such selection
process.  The Employer hereby holds the Investment Manager
harmless from, and indemnifies it against, any liability
Investment Manager may incur with respect to such Investments so
long as Investment Manager is not negligent and has not breached
its fiduciary duties.


       


        1.          X          Money Market Fund




        2.          X          Stable Value Fund


        3.          X          Government Bond Fund


        4.          X          S&P 500 Stock Fund


        5.          X          S&P 500/Value Stock Fund


        6.          X          S&P 500/Growth Stock Fund


        7.          X          S&P MidCap Stock Fund


        8.          X          Russell 2000 Stock Fund


        9.          X          International Stock Fund


       10.          X          Asset Allocation Funds (3)


               X   Income Plus


               X   Growth & Income


               X   Growth


       11.                      (Name of Employer) Stock Fund (the "Employer Stock
Fund)


       12.                      (Name of Employer) Certificate of Deposit Fund




       13.          X          NASDAQ 100 Index Fund




       14.                      Self-directed Brokerage Account








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       IX.       Employer Securities




       A.       If the Employer makes available an Employer Stock Fund
pursuant to Section VIII of this Adoption Agreement, then
voting and tender offer rights with respect to Employer
Stock shall be delegated and exercised as follows (choose 1
or 2):






              1.                      Each Member shall be entitled to direct the Plan
Administrator as to the voting and tender or
exchange offer rights involving Employer Stock
held in such Member's Account, and the Plan
Administrator shall follow or cause the Trustee
to follow such directions.  If a Member fails to
provide the Plan Administrator with directions
as to voting or tender or exchange offer rights,
the Plan Administrator shall exercise those
rights as it determines in its discretion and
shall direct the Trustee accordingly.




              2.                    The Plan Administrator shall direct the
Trustee as to the voting of all Employer
Stock and as to all rights in the event of
a tender or exchange offer involving such
Employer Stock.




       X.       Investment Direction


       


       A.       Members shall be entitled to designate what percentage of
employee contributions and employer contributions made on
their behalf will be invested in the various Investment
Funds offered by the Employer as specified in Section VIII
of this Adoption Agreement except; 




              1.       The following portions of a Member's Account will be
invested at the Employer's direction (choose whichever
shall apply):




              a)                      Employer Profit Sharing Contributions 


                     Shall be invested in:


                                    Employer Stock Fund.


                                    Employer Certificate of Deposit
Fund.


                                  Any Investment Fund or Funds
offered by the Employer. 


              b)                      Employer Matching Contributions


                     Shall be invested in:       


                                    Employer Stock Fund.


                                    Employer Certificate of Deposit
Fund.


                                    Any Investment Fund or Funds offered
by the Employer. 




              c)                      Employer Basic Contributions


           


                     Shall be invested in:


                                    Employer Stock Fund


                                    Employer Certificate of Deposit Fund


                                  Any Investment Fund or Funds
offered by the Employer




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              d)                      Employer Supplemental Contributions


        


                     Shall be invested in:


     


                                    Employer Stock Fund


                                  Employer Certificate of
Deposit Fund


                                  Any Investment Fund or Funds
offered by the Employer


                            




              e)                      Employer Qualified Nonelective
Contributions




                     Shall be invested in:


                


                                    Employer Stock Fund             


                                    Employer Certificate of Deposit Fund


                                    Any Investment Fund or Funds offered
by the Employer


          


              f)                      Employer Safe Harbor CODA Contributions
under Section 3.14 of the Plan


                                          Shall be invested in:




                                    Employer Stock Fund




                                    Employer Certificate of Deposit Fund




                                    Any Investment Fund or Funds offered
by the Employer




              2.                    Amounts invested at the Employer's
direction may not be transferred by the
Member to any other Investment Fund.




              3.                    Notwithstanding this election in 2, a
Member may transfer such amounts to any
other Investment Fund upon (choose
whichever may apply):




                     a)                      the attainment of age __________
(insert 45 or greater)


                     b)                      the completion of __________ (insert 10
or greater) Years of Employment


                     c)                      the attainment of age plus Years of
Employment equal to __________ (insert
55 or greater)


       B.       A Member may change his or her investment direction (choose
1,2, or 3):




              1.          X          1 time per business day.


              2.                      1 time per calendar month.


              3.                      1 time per calendar quarter.










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       C.       If a Member or Beneficiary (or the Employer, if applicable)
fails to make an effective investment direction, the
Member's contributions and Employer contributions made on
the Member's behalf shall be invested in  Money Market Fund
 (insert one of the Investments selected in Section VIII of
this Adoption Agreement).








       D.       Effective as of ___________________, the following
additional provisions shall apply to the Employer's Stock
Fund (Check all that apply):




              1.                      No additional Employee contributions may be made
to the Employer Stock Fund; 


                     


              2.                      No additional Employer contributions may be made
to the Employer Stock Fund;


       


              3.                      No investment fund transfers may be made to the
Employer Stock Fund; and/or




              4.                      No investment fund transfers may be made from
the Employer Stock Fund.


                     




       XI.       Vesting Schedules       






       A.       (Choose 1, 2, 3, 4, 5, 6 or 7)                                                              


                                    Schedule       Years of
Employment                       Vested % 


       1.                      Immediate       Upon Enrollment       100%




       2.                      2-6 Year Graded       Less than 2       0%


                            2 but less than 3         20%


                            3 but less than 4         40%


                            4 but less than 5         60%


                            5 but less than 6         80%


                            6 or more       100%




       3.                      5-Year Cliff       Less than 5       0%


                            5 or more       100%




       4.                      3-Year Cliff       Less than 3       0%


                            3 or more       100%








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                                Schedule       Years of Employment       
    Vested % 


       5.                      4-Year Graded       Less than 1           0%


                            1 but less than 2       25%


                            2 but less than 3       50%


                            3 but less than 4       75%


                            4 or more       100%




       6.                      3-7 Year Graded       Less than 3       0%


                            3 but less than 4       20%


                            4 but less than 5       40%


                            5 but less than 6       60%


                            6 but less than 7       80%


                            7 or more       100%




       7.          X          Other       Less than 1         0%


                             1   but less than 2            20 %


                             2   but less than 3             40 %


                             3   but less than 4             60 %


                             4   but less than 5             80 %


                             5   or more       100%




       B.       With respect to the schedules listed above, the Employer elects
(choose 1, 2, 3, 4 or 5):




       1.       Schedule         solely with respect to Employer matching
contributions. 


       2.       Schedule         solely with respect to Employer basic
contributions. 


       3.       Schedule         solely with respect to Employer
supplemental contributions. 


       4.       Schedule         solely with respect to Employer profit
sharing contributions. 


       5.       Schedule    7    with respect to all Employer contributions.




       NOTE:   Notwithstanding any election by the Employer to the
contrary, each Member shall acquire a 100% vested interest in his
Account attributable to all Employer contributions made to the
Plan upon the earlier of (i) attainment of Normal Retirement Age,
(ii) approval for disability or (iii) death.  In addition, a
Member shall at all times have a 100% vested interest in; the
Employer Qualified Non-Elective Contributions, if any;  Safe
Harbor CODA contributions, if any;  and in the pre-tax elective
deferrals and nondeductible after-tax Member Contributions. Also,
if a Plan is determined to be Top Heavy, a different vesting
schedule, other than the schedule elected above, may apply.





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       C.       Years of Employment Excluded for Vesting Purposes




       The following Years of Employment shall be disregarded for vesting
purposes (choose whichever shall apply):




       1.                      Years of Employment during any period in which neither
the Plan nor any predecessor plan was maintained by
the Employer.




       2.                      Years of Employment of a Member prior to attaining age
18.




       D.        Service Crediting Method for Vesting (Choose 1, 2, or 3):




       1.                      Not Applicable.  Plan provides 100% vesting for all
contributions.




       2.          X          Hour of service method (if elected, Years of Service
will be substituted for Years of Employment for
purposes of this Section XI) (Choose a or b):


                     a)          X          The actual number of Hours of
Employment.


                     b)                      190 Hours of Employment for each
month in which the Employee
completes at least one Hour of
Employment.




              3.                      Elapsed time method.






XII.       Withdrawal Provisions




       A.       The following portions of a Member's Account will be eligible for
in-service withdrawals, subject to the provisions of Article VII
of the Plan (choose whichever shall apply):




       1.                      Employee after-tax contributions and the earnings
thereon.


                     In-service withdrawals permitted only in the
event of (choose whichever shall apply):


                     a)                      Hardship.


                     b)                      Attainment of age 591⁄2.




       2.          X          Employee pre-tax elective deferrals and the earnings
thereon.






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                     Note:       In-service withdrawals of all employee
pre-tax elective deferrals and earnings
thereon as of December 31, 1988 are
permitted only in the event of hardship or
attainment of age 591⁄2.  In-service
withdrawals of earnings after December 31,
1988 are permitted only in the event of
attainment of age 591⁄2.
























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       3.          X          Employee rollover contributions and the earnings
thereon.


                     In-service withdrawals permitted only in the
event of (choose whichever shall apply):


                     a)                      Hardship.


                     b)                      Attainment of age 591⁄2.




       4.          X          Employer matching contributions and the earnings
thereon.


                     In-service withdrawals permitted only in the
event of (choose whichever shall apply):


                     a)                      Hardship.


                     b)          X          Attainment of age 591⁄2.




       5.                      Employer basic contributions and the earnings thereon.


                     In-service withdrawals permitted only in the
event of (choose whichever shall apply):


                     a)                      Hardship.


                     b)                      Attainment of age 591⁄2.


       


       6.          X          Employer supplemental contributions and the earnings
thereon.


                     In-service withdrawals permitted only in the
event of (choose whichever shall apply):


                     a)                      Hardship.


                     b)          X          Attainment of age 591⁄2.


              


       7.          X          Employer profit sharing contributions and the earnings
thereon.


                     In-service withdrawals permitted only in the
event of (choose whichever shall apply):


                     a)                      Hardship.


                     b)          X          Attainment of age 591⁄2.




       8.                      Employer qualified nonelective contributions and
earnings thereon.


                     Note:       In-service withdrawals of all employer
qualified nonelective contributions and
earnings thereon are permitted only in the
event of  attainment of age 591⁄2.






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       9.                      Employer safe harbor CODA contributions and earnings
thereon.


                     Note:       In-service withdrawals of employer safe
harbor CODA contributions and earnings
thereon are permitted only in the event of
attainment of age 591⁄2.




       10.                      No in-service withdrawals shall be allowed.




       B.       Notwithstanding any elections made in Subsection A of this Section
XII above, the following portions of a Member's Account shall be
excluded from eligibility for in-service withdrawals (choose
whichever shall apply):




       1.                      Employer contributions, and the earnings thereon,
credited to the Employer Stock Fund.




       2.                      Employer contributions, and the earnings thereon,
credited to the Employer Certificate of Deposit Fund.




       3.                      All contributions and deferrals, and the earnings
thereon, credited to the Employer Stock Fund.




       4.                    All contributions and deferrals, and the
earnings thereon, credited to the Employer
Certificate of Deposit Fund.




       5.                      Other:  
                                           




       Note:       A Member's Account will be available for in-service
withdrawals upon attaining age 701⁄2 notwithstanding any
provisions of this Section XII to the contrary.




       XIII.       Distribution Option (choose whichever shall apply)




       1.                      Lump Sum and partial lump sum payments only.




       2.          X          Lump Sum and partial lump sum payments plus one or
more of the following (choose (a) and /or (b)):




                     a)          X          Installment payments. 


                     b)                      Annuity payments.




       3.                      Distributions in kind of Employer Stock.




       XIV.       Loan Program (choose 1, 2, 3 or 4, if applicable)




       1.                      No loans will be permitted from the Plan.






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       2.          X          Loans will be permitted from the Member's Account.




       3.                      Loans will be permitted from the Member's Account,
excluding (choose whichever shall apply):




                      (1)                      Employer Profit sharing
contributions and the earnings
thereon.


                      (2)                      Employer matching contributions and
the earnings thereon.


                      (3)                      Employer basic contributions and the
earnings thereon.


                      (4)                      Employer supplemental contributions
and the earnings thereon.


                      (5)                      Employee after-tax contributions and
the earnings thereon.


                      (6)                      Employee pre-tax elective deferrals
and the earnings thereon.


                      (7)                      Employee rollover contributions and
the earnings thereon.


                      (8)                      Employer qualified nonelective
contributions and the earnings thereon.


                      (9)                       Employer safe harbor CODA
contributions and the earnings
thereon.


                     (10)                      Any amounts to the extent invested
in the Employer Stock Fund.




                     (11)                      Any amounts to the extent invested
in the Employer Certificate of
Deposit Fund.




       4.                      Loans will only be permitted from the Member's Account
in the case of  hardship or financial necessity as
defined under Section 8.1 of the Plan.




       XV.       Additional Information




       If additional space is needed to select or describe an elective
feature of the Plan, the Employer should attach additional pages
and use the following format:




       The following is hereby made a part of Section --- of the Adoption
Agreement and is thus incorporated into and made a part of the
[Plan Name]






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       Signature of Employer's Authorized Representative 







       Signature of Trustee






       Supplementary Page _____________ of [total number of pages]. 






XVI.       Plan Administrator




       The Named Plan Administrator under the Plan shall be the (choose
1, 2, 3 or 4):




       Note:       Pentegra Services, Inc. may not be appointed Plan
Administrator.




              1.          X          Employer




              2.                      Employer's Board of Directors




              3.                      Plan's Administrative Committee




              4.                      Other (if chosen, then provide the following
information)




                     Name:  ___________________________________________________________________________________


                     Address:  ___________________________________________________________________________________


                     Tel No:  ___________________________________________________________________________________


                     Contact:  ___________________________________________________________________________________




       Note:       If no Named Plan Administrator is designated above, the
Employer shall be deemed the Named Plan Administrator.




       XVII.       Trustee




       The Employer hereby appoints The Bank of New York to serve as
Trustee for all Investment Funds under the Plan except the
Employer Stock Fund.




       The Employer hereby appoints the following person(s) or entity to
serve as Trustee under the Plan for the Employer Stock Fund.*








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       Name:  ___________________________________________________________________________________


       Address:  ___________________________________________________________________________________


       Telephone No: ___________________________________________________________________________________


Contact:  ___________________________________________________________________________________






                                    ___________________________________________________________________________________


                                                 
      Signature of
Trustee


                                   (Required only if
the Employer is
serving as its own
Trustee)






*       Subject to approval by The Bank of New York, if The Bank of New York is
appointed as Trustee for the Employer Stock Fund.




       The Employer hereby appoints The Bank of New York to serve as Custodian
under the Plan for the Employer Stock Fund in the event The Bank of New
York does not serve as Trustee for such Fund. 















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EXECUTION OF ADOPTION AGREEMENT





By execution of this Adoption Agreement by a duly authorized representative of
the Employer, the Employer acknowledges that it has established or, as the
case may be, amended a tax-qualified retirement plan into the HeritageBank of
the South Employees' Savings & Profit Sharing Plan and Trust (the "Plan").
The Employer hereby represents and agrees that it will assume full fiduciary
responsibility for the operation of the Plan and for complying with all duties
and requirements imposed under applicable law, including, but not limited to,
the Employee Retirement Income Security Act of 1974, as amended, and the
Internal Revenue Code of 1986, as amended.  In addition, the Employer
represents and agrees that it will accept full responsibility for complying
with any applicable requirements of federal or state securities law as such
laws may apply to the Plan and to any investments thereunder. 




IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed by its duly authorized officer this _______________________________ day of __________________________, 20_____________.






	 	HERITAGEBANK OF THE SOUTH
		By:	 

		Name:	 

		Title:	 





















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Addendum to Adoption Agreement



for



The Economic Growth And Tax Relief Reconciliation Act of 2001



("EGTRRA")





Name of Employer:    HeritageBank of the South
                  


Name of Plan:   HeritageBank of the South Employees' Savings & Profit Sharing
  




            Plan and Trust           
                     


Employer Number:    DA1    




       In accordance with EGTRRA and Amendment Number One to the Pentegra
Services, Inc. Employees' Savings & Profit Sharing Plan Basic Plan Document,
effective for plan years beginning on or after January 1, 2005, the Adoption
Agreement for   HeritageBank of the South Employees' Savings & Profit Sharing
Plan and Trust shall include the following Sections VII L. and XI E.:




Section VII.       Contributions




       Catch-up Contributions




          X       A Member who meets the requirements to make catch-up
contributions under Section 414(v) of the Code shall be eligible
to make catch-up contributions under the Plan.




Section XI.       Vesting Schedules






       E.       EGTRRA Vesting 


The Employer understands that if the vesting schedule elected in Section  XI
of the Adoption Agreement does not satisfy the requirements of the Internal
Revenue Code, as amended by EGTRRA with respect to Employer matching
contributions (including supplemental (Formula 1) contributions), then
effective January 1, 2002, such contributions shall vest under vesting
schedule            (Insert the number of the vesting schedule you wish to
elect as provided in Section XI A. of the Adoption Agreement.  Note: you may
not elect vesting schedule 3 or vesting schedule 6 under this Section XI E.)






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By checking this box  , the Employer provides that the EGTRRA vesting
schedule elected above with respect to Employer matching contributions
(including supplemental (Formula 1) contributions) shall be applied on a
prospective basis only.  








       By execution of this Addendum to the Adoption Agreement by a duly
authorized representative of the Employer, such Addendum shall hereby be made
a part of the Employer's Adoption Agreement and is thus incorporated into and
made a part of the Plan. 




       IN WITNESS WHEREOF, the Employer has caused this Addendum to the
Adoption Agreement to be executed by its duly authorized officer this ____________________________  day of

__________________________________________, 200______.






	 	HERITAGEBANK OF THE SOUTH
		By:	 

		Name:	 

		Title:	 



















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AMENDMENT NUMBER TWO TO THE 


HERITAGEBANK OF THE SOUTH


EMPLOYEES' SAVINGS & PROFIT SHARING PLAN & TRUST






WHEREAS, HeritageBank of the South Employees' Savings & Profit Sharing Plan
and Trust as embodied in the Pentegra Services, Inc. Employees' Savings and
Profit Sharing Plan Basic Plan Document and the applicable Adoption Agreement
(herein referred to as the "Plan") is hereby amended by adding the following
Section 7.7 to the Plan:




Section 7.7. MINIMUM REQUIRED DISTRIBUTIONS)




A)  General Rules




(1)  Effective Date.  Section 7.7 Minimum Required Distributions applies for
purposes of determining required minimum distributions for distribution
calendar years beginning with the 2005 calendar year.




(2)  Precedence.  The requirements of this Section will take precedence over
any inconsistent provisions of the Plan.




(3)  Requirements of Treasury Regulations Incorporated.  All distributions
required under this Section 7.7 will be determined and made in accordance with
the Treasury Regulations under Section 401(a)(9) of the Internal Revenue Code
of 1986, as amended (the Code).




(4)  TEFRA Section 242(b)(2) Elections.  Notwithstanding the other provisions
of this Section 7.7, distributions may be made under a designation made before
January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and
Fiscal Responsibility Act of 1982 (TEFRA) and the provisions of the Plan that
relate to Section 242(b)(2) of TEFRA.




B)  Time and Manner of Distribution




(1)  Required Beginning Date.  The Member's entire interest will be
distributed, or begin to be distributed, to the Member no later than the
Members required beginning date.




(2)  Death of Member Before Distributions Begin.  If the Member dies before
distributions begin, the Member's entire interest will be distributed, or
begin to be distributed, no later than as follows:




(a)  If the Member's surviving spouse is the Member's sole designated
beneficiary,  distributions to the surviving spouse will begin by December 31
of the calendar year immediately following the calendar year in which the
Member died, or by December 31 of the calendar year in which the Member would
have attained age 70, if later.




(b)  If the Member's surviving spouse is not the Member's sole designated
beneficiary, distributions to the designated beneficiary will begin by
December 31 of the calendar year immediately following the calendar year in
which the Member died.




(c)  If there is no designated beneficiary as of September 30 of the year
following the year of the Member's death, the Member's entire interest will be
distributed by December 31 of the calendar year containing the fifth
anniversary of the Member's death.




(d)  If the Member's surviving spouse is the Member's sole designated
beneficiary and the surviving spouse dies after the Member but before
distributions to the surviving spouse begin, this paragraph (B)(2), other than
paragraph (B)(2)(a), will apply as if the surviving spouse were the Member.






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For purposes of this paragraph (B)(2) and paragraph (D) below, unless
paragraph (B)(2)(d) applies, distributions are considered to begin on the
Member's Required Beginning Date.  If paragraph (B)(2)(d) applies,
distributions are considered to begin on the date distributions are required
to begin to the surviving spouse under paragraph (B)(2)(a).  If distributions
under an annuity purchased from an insurance company irrevocably commence to
the Member before the Member's Required Beginning Date (or to the Member's
surviving spouse before the date distributions are required to begin to the
surviving spouse under paragraph (B)(2)(a)), the date distributions are
considered to begin is the date distributions actually commence.




(3)  Forms of Distributions.  Unless the Member's interest is distributed in
the form of an annuity purchased from an insurance company or in a single sum
on or before the Required Beginning Date, as of the first distribution
calendar year distributions will be made in accordance with paragraphs (C) and
(D) of this Section 7.7.  If the Member's interest is distributed in the form
of an annuity purchased from an insurance company, distributions thereunder
will be made in accordance with the requirements of Section 401(a)(9) of the
Code and the Treasury Regulations.




C)  Required Minimum Distributions During Member's Lifetime.




(1)  Amount of Required Minimum Distribution For Each Distribution Calendar
Year.  During the Member's lifetime, the minimum amount that will be
distributed for each distribution calendar year is the lesser of:




(a)  the quotient obtained by dividing the Member's account balance by the
distribution period in the Uniform Lifetime Table set forth in Section
1.401(a)(9)-9 of the Treasury Regulations, using the Member's age as of the
Member's birthday in the distribution calendar year; or




(b)  if the Member's sole designated beneficiary for the distribution calendar
year is the Member's spouse, the quotient obtained by dividing the Member's
account balance by the number in the Joint and Last Survivor Table set forth
in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Member's and
spouse's attained ages as of the Member's and spouse's birthdays in the
distribution calendar year.




(2)  Lifetime Required Minimum Distributions Continue Through Year of Member's
Death.  Required minimum distributions will be determined under this paragraph
(C) beginning with the first distribution calendar year and up to and
including the distribution calendar year that includes the Member's date of
death.




D)  Required Minimum Distributions After Member's Death.




(1)  Death On or After Date Distributions Begin.




(a)  Member Survived by Designated Beneficiary.  If the Member dies on or
after the date distributions begin and there is a designated beneficiary, the
minimum amount that will be distributed for each distribution calendar year
after the year of the Member's death is the quotient obtained by dividing the
Member's account balance by the longer of the remaining life expectancy of the
Member or the remaining life expectancy of the Member's designated
beneficiary, determined as follows:




(1)  The Member's remaining life expectancy is calculated using the age of the
Member in the year of death, reduced by one for each subsequent year.






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(2)  If the Member's surviving spouse is the Member's sole designated
beneficiary, the remaining life expectancy of the surviving spouse is
calculated for each distribution calendar year after the year of the Member's
death using the surviving spouse's age as of the spouse's birthday in that
year.  For distribution calendar years after the year of the surviving
spouse's death, the remaining life expectancy of the surviving spouse is
calculated using the age of the surviving spouse as of the spouse's birthday
in the calendar year of the spouse's death, reduced by one for each subsequent
calendar year.




(3)  If the Member's surviving spouse is not the Member's sole designated
beneficiary, the designated beneficiary's remaining life expectancy is
calculated using the age of the beneficiary in the year following the year of
the Member's death, reduced by one for each subsequent year.




(b)  No Designated Beneficiary.  If the Member dies on or after the date
distributions begin and there is no designated beneficiary as of  September 30
of the year after the year of the Member's death, the minimum amount that will
be distributed for each distribution calendar year after the year of the
Member's death is the quotient obtained by dividing the Member's account
balance by the Member's remaining life expectancy calculated using the age of
the Member in the year of death, reduced by one for each subsequent year.




(2)  Death Before Date Distributions Begin.




(a)  Member Survived by Designated Beneficiary.  If the Member dies before the
date distributions begin and there is a designated beneficiary, the minimum
amount that will be distributed for each distribution calendar year after the
year of the Member's death is the quotient obtained by dividing the Member's
account balance by the remaining life expectancy of the Member's designated
beneficiary, determined as provided in paragraph (D)(1).




(b)  No Designated Beneficiary.  If the Member dies before the date
distributions begin and there is no designated beneficiary as of September 30
of the year following the year of the Member's death, distribution of the
Member's entire interest will be completed by December 31 of the calendar year
containing the fifth anniversary of the Member's death.




(c)  Death of Surviving Spouse Before Distributions to Surviving Spouse Are
Required to Begin.  If the Member dies before the date distributions begin,
the Member's surviving spouse is the Member's sole designated beneficiary, and
the surviving spouse dies before distributions are required to begin to the
surviving spouse under paragraph (B)(2)(a), this paragraph (D)(2) will apply
as if the surviving spouse were the Member.




E)  Election to Allow Members or Beneficiaries to Elect 5-Year Rule.




Members or beneficiaries may elect on an individual basis whether the 5-year
rule or the life expectancy rule in paragraphs (B)(2) and (D)(2) applies to
distributions after the death of a Member who has a designated beneficiary.
The election must be made no later than the earlier of September 30 of the
calendar year in which distribution would be required to begin under paragraph
(B)(2)  or by September 30 of the calendar year which contains the fifth
anniversary of the Member's (or, if applicable, surviving spouse's) death.  If
neither the Member nor beneficiary makes an election under this paragraph,
distributions will be made in accordance with paragraphs (B)(2) and (D)(2)
and, if applicable, the elections in paragraph (B) above.






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F)  Election to Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule to Elect Life Expectancy Distributions.




A designated beneficiary who is receiving payments under the 5-year rule may
make a new election to receive payments under the life expectancy rule until
December 31, 2003, provided that all amounts that would have been required to
be distributed under the life expectancy rule for all distribution calendar
years before 2004 are distributed by the earlier of December 31, 2003 or the
end of the 5-year period.




G)  Definitions




(1)  Designated beneficiary.  The individual who is designated as the
beneficiary under the Plan and is the designated beneficiary under Section
401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury
Regulations.




(2)  Distribution calendar year.  A calendar year for which a minimum
distribution is required.  For distributions beginning before the Member's
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the Member's Required Beginning
Date.  For distributions beginning after the Member's death, the first
distribution calendar year is the calendar year in which distributions are
required to begin under paragraph (B)(2).  The required minimum distribution
for the Member's first distribution calendar year will be made on or before
the Member's Required Beginning Date.  The required minimum distribution for
other distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the Member's Required Beginning
Date occurs, will be made on or before December 31 of that distribution
calendar year.


(3)  Life expectancy.  Life expectancy as computed by the use of the Single
Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.




(4)  Member's account balance.  The account balance as of the last valuation
date in the calendar year immediately preceding the distribution calendar year
(valuation calendar year) increased by the amount of any contributions made
and allocated or forfeitures allocated to the account balance as of dates in
the valuation calendar year after the valuation date and decreased by
distributions made in the valuation calendar year after the valuation date.
The account balance for the valuation calendar year includes any amounts
rolled over or transferred to the Plan either in the valuation calendar year
or in the distribution calendar year if distributed or transferred in the
valuation calendar year.




(5)  Required Beginning Date.  The date specified in Section 7.6 of the Plan.








IN WITNESS WHEREOF, this Amendment has been executed this ________________ day
of ______________, 2005.






                     HERITAGEBANK OF THE SOUTH






By__________________________________


    Signature of Authorized Officer




           _________________________________ 


      Name of Authorized Officer




















































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SUPPLEMENTAL ELECTION 


to the ADOPTION AGREEMENT


for the 


HeritageBank of the South


Employees' savings & Profit Sharing Plan and Trust (the "Plan")










Effective May 1, 2005, the following investment fund is hereby made part of
the Section of the Plan's Adoption Agreement entitled Investments and is thus
incorporated into and made a part of the Plan:




     X                     U.S. REIT Index Fund






__________________________


Signature of Authorized Officer




__________________________


Name of Authorized Officer




__________________________


Date    
















End.