<PAGE>   1
                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                        PLAN AND TRUST/CUSTODIAL ACCOUNT


                                  Sponsored By

                            WILMINGTON TRUST COMPANY

                              Wilmington, Delaware


                             BASIC PLAN DOCUMENT #04







                                                                    JANUARY 1994



                 COPYRIGHT 1993 THE MCKAY HOCHMAN COMPANY, INC.
<PAGE>   2
     THIS DOCUMENT IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES. USE,
       DUPLICATION OR REPRODUCTION, INCLUDING THE USE OF ELECTRONIC MEANS,
         IS PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
     PARAGRAPH                                                                  PAGE
     ---------                                                                  ----
<S>                      <C>                                                    <C>

                                    ARTICLE I
                                   DEFINITIONS

        1.1              Actual Deferral Percentage                               1
        1.2              Adoption Agreement                                       1
        1.3              Aggregate Limit                                          2
        1.4              Annual Additions                                         2
        1.5              Annuity Starting Date                                    2
        1.6              Applicable Calendar Year                                 3
        1.7              Applicable Life Expectancy                               3
        1.8              Average Contribution Percentage (ACP)                    3
        1.9              Average Deferral Percentage (ADP)                        3
       1.10              Break In Service                                         3
       1.11              Code                                                     3
       1.12              Compensation                                             3
       1.13              Contribution Percentage                                  6
       1.14              Custodian                                                6
       1.15              Defined Benefit Plan                                     7
       1.16              Defined Benefit (Plan) Fraction                          7
       1.17              Defined Contribution Dollar Limitation                   7
       1.18              Defined Contribution Plan                                7
       1.19              Defined Contribution (Plan) Fraction                     7
       1.20              Designated Beneficiary                                   8
       1.21              Disability                                               8
       1.22              Distribution Calendar Year                               8
       1.23              Early Retirement Age                                     8
       1.24              Earned Income                                            8
       1.25              Effective Date                                           8
       1.26              Election Period                                          8
       1.27              Elective Deferral                                        9
       1.28              Eligible Participant                                     9
       1.29              Employee                                                 9
       1.30              Employer                                                 9
       1.31              Entry Date                                               9
       1.32              Excess Aggregate Contributions                          10
       1.33              Excess Amount                                           10
       1.34              Excess Contribution                                     10
       1.35              Excess Elective Deferrals                               10
       1.36              Family Member                                           10
       1.37              First Distribution Calendar Year                        10
       1.38              Fund                                                    11
</TABLE>
<PAGE>   3
<TABLE>
<S>                      <C>                                                    <C>
      1.39               Hardship                                               11
      1.40               Highest Average Compensation                           11
      1.41               Highly Compensated Employee                            11
      1.42               Hour Of Service                                        11
      1.43               Key Employee                                           13
      1.44               Leased Employee                                        13
      1.45               Limitation Year                                        13
      1.46               Master Or Prototype Plan                               13
      1.47               Matching Contribution                                  13
      1.48               Maximum Permissible Amount                             13
      1.49               Net Profit                                             14
      1.50               Normal Retirement Age                                  14
      1.51               Owner-Employee                                         14
      1.52               Paired Plans                                           14
      1.53               Participant                                            14
      1.54               Participant's Benefit                                  14
      1.55               Permissive Aggregation Group                           14
      1.56               Plan                                                   15
      1.57               Plan Administrator                                     15
      1.58               Plan Year                                              15
      1.59               Present Value                                          15
      1.60               Projected Annual Benefit                               15
      1.61               Qualified Deferred Compensation Plan                   15
      1.62               Qualified Domestic Relations Order                     15
      1.63               Qualified Early Retirement Age                         16
      1.64               Qualified Joint And Survivor Annuity                   16
      1.65               Qualified Matching Contribution                        16
      1.66               Qualified Non-Elective Contributions                   16
      1.67               Qualified Voluntary Contribution                       16
      1.68               Required Aggregation Group                             16
      1.69               Required Beginning Date                                17
      1.70               Rollover Contribution                                  17
      1.71               Salary Savings Agreement                               17
      1.72               Self-Employed Individual                               17
      1.73               Service                                                17
      1.74               Shareholder Employee                                   17
      1.75               Simplified Employee Pension Plan                       18
      1.76               Sponsor                                                18
      1.77               Spouse (Surviving Spouse)                              18
      1.78               Super Top-Heavy Plan                                   18
      1.79               Taxable Wage Base                                      18
      1.80               Top-Heavy Determination Date                           18
      1.81               Top-Heavy Plan                                         18
      1.82               Top-Heavy Ratio                                        18
      1.83               Top-Paid Group                                         20
      1.84               Transfer Contribution                                  20
      1.85               Trustee                                                21
      1.86               Valuation Date                                         21
</TABLE>
<PAGE>   4
<TABLE>
<S>                <C>                                                          <C>
      1.87          Vested Account Balance                                      21
      1.88          Voluntary Contribution                                      21
      1.89          Welfare Benefit Fund                                        21
      1.90          Year Of Service                                             21

                                   ARTICLE II
                            ELIGIBILITY REQUIREMENTS

      2.1           Participation                                               21
      2.2           Change In Classification Of Employment                      22
      2.3           Computation Period                                          22
      2.4           Employment Rights                                           22
      2.5           Service With Controlled Groups                              22
      2.6           Owner-Employees                                             22
      2.7           Leased Employees                                            23
      2.8           Thrift Plans                                                23


                                   ARTICLE III
                             EMPLOYER CONTRIBUTIONS

      3.1           Amount                                                      24
      3.2           Expenses And Fees                                           24
      3.3           Responsibility For Contributions                            24
      3.4           Return Of Contributions                                     24

                                   ARTICLE IV
                             EMPLOYEE CONTRIBUTIONS

      4.1           Voluntary Contributions                                     25
      4.2           Qualified Voluntary Contributions                           25
      4.3           Rollover Contribution                                       25
      4.4           Transfer Contribution                                       26
      4.5           Employer Approval Of Transfer Contributions                 27
      4.6           Elective Deferrals                                          27
      4.7           Required Voluntary Contributions                            27
      4.8           Direct Rollover Of Benefits                                 28

                                    ARTICLE V
                              PARTICIPANT ACCOUNTS

      5.1           Separate Accounts                                           28
      5.2           Adjustments To Participant Accounts                         29
      5.3           Allocating Employer Contributions                           29
      5.4           Allocating Investment Earnings And Losses                   30
      5.5           Participant Statements                                      30
</TABLE>
<PAGE>   5
<TABLE>
<S>              <C>                                                           <C>
                                   ARTICLE VI
                      RETIREMENT BENEFITS AND DISTRIBUTIONS

      6.1         Normal Retirement Benefits                                    31
      6.2         Early Retirement Benefits                                     31
      6.3         Benefits On Termination Of Employment                         31
      6.4         Restrictions On Immediate Distributions                       33
      6.5         Normal Form Of Payment                                        34
      6.6         Commencement Of Benefits                                      34
      6.7         Claims Procedures                                             35
      6.8         In-Service Withdrawals                                        36
      6.9         Hardship Withdrawal                                           37


                                   ARTICLE VII
                            DISTRIBUTION REQUIREMENTS

      7.1         Joint And Survivor Annuity Requirements                       39
      7.2         Minimum Distribution Requirements                             39
      7.3         Limits On Distribution Periods                                39
      7.4         Required Distributions On Or After The Required Beginning
                  Date                                                          39
      7.5         Required Beginning Date                                       40
      7.6         Transitional Rule                                             41
      7.7         Designation Of Beneficiary For Death Benefit                  43
      7.8         Nonexistence Of Beneficiary                                   43
      7.9         Distribution Beginning Before Death                           43
      7.10        Distribution Beginning After Death                            43
      7.11        Distribution Of Excess Elective Deferrals                     44
      7.12        Distributions Of Excess Contributions                         45
      7.13        Distribution Of Excess Aggregate Contributions                46


                                  ARTICLE VIII
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

      8.1         Applicability Of Provisions                                   47
      8.2         Payment Of Qualified Joint And Survivor Annuity               47
      8.3         Payment Of Qualified Pre-Retirement Survivor Annuity          47
      8.4         Qualified Election                                            48
      8.5         Notice Requirements For Qualified Joint And Survivor Annuity  48
      8.6         Notice Requirements For Qualified Pre-Retirement
                  Survivor Annuity                                              49
      8.7         Special Safe-Harbor Exception For Certain Profit-Sharing
                  Plans                                                         49
      8.8         Transitional Joint And Survivor Annuity Rules                 50
      8.9         Automatic Joint And Survivor Annuity And Early Survivor
                  Annuity                                                       51
      8.10        Annuity Contracts                                             52
</TABLE>
<PAGE>   6
<TABLE>
<S>                <C>                                                         <C>
                                   ARTICLE IX
                                     VESTING

      9.1           Employee Contributions                                      52
      9.2           Employer Contributions                                      52
      9.3           Computation Period                                          52
      9.4           Requalification Prior To Five Consecutive One-Year
                    Breaks In Service                                           52
      9.5           Requalification After Five Consecutive One-Year
                    Breaks In Service                                           53
      9.6           Calculating Vested Interest                                 53
      9.7           Forfeitures                                                 53
      9.8           Amendment Of Vesting Schedule                               53
      9.9           Service With Controlled Groups                              54


                                    ARTICLE X
            LIMITATIONS ON ALLOCATIONS AND ANTIDISCRIMINATION TESTING

     10.1           Participation In This Plan Only                             54
     10.2           Disposition Of Excess Annual Additions                      55
     10.3           Participation In This Plan And Another Prototype Defined
                    Contribution Plan, Welfare Benefit Fund, Or Other Medical
                    Account Maintained By The Employer                          56
     10.4           Disposition Of Excess Annual Additions Under Two Plans      57
     10.5           Participation In This Plan And Another Defined Contribution
                    Plan Which Is Not A Master Or Prototype Plan                57
     10.6           Participation In This Plan And A Defined Benefit Plan       57
     10.7           Average Deferral Percentage (ADP) Test                      58
     10.8           Special Rules Relating To Application Of ADP Test           58
     10.9           Recharacterization                                          59
     10.10          Average Contribution Percentage (ACP) Test                  60
     10.11          Special Rules Relating To Application Of ACP Test           60


                                   ARTICLE XI
                                 ADMINISTRATION

     11.1           Plan Administrator                                          62
     11.2           Trustee/Custodian                                           62
     11.3           Administrative Fees And Expenses                            64
     11.4           Division Of Duties And Indemnification                      64
</TABLE>
<PAGE>   7
<TABLE>
<S>                      <C>                                                    <C>
                                   ARTICLE XII
                          TRUST FUND/CUSTODIAL ACCOUNT

       12.1         The Fund                                                    65
       12.2         Control Of Plan Assets                                      65
       12.3         Exclusive Benefit Rules                                     65
       12.4         Assignment And Alienation Of Benefits                       66
       12.5         Determination Of Qualified Domestic Relations Order (QDRO)  66

                                  ARTICLE XIII
                                   INVESTMENTS

       13.1         Fiduciary Standards                                         67
       13.2         Funding Arrangement                                         68
       13.3         Investment Alternatives Of The Trustee                      68
       13.4         Duties Of The Custodian                                     69
       13.5         Participant Loans                                           69
       13.6         Insurance Policies                                          71
       13.7         Employer Investment Direction                               74
       13.8         Employee Investment Direction                               74


                                   ARTICLE XIV
                              TOP-HEAVY PROVISIONS

       14.1         Applicability Of Rules                                      76
       14.2         Minimum Contribution                                        76
       14.3         Minimum Vesting                                             77
       14.4         Limitations On Allocations                                  77

                                   ARTICLE XV
                            AMENDMENT AND TERMINATION

       15.1         Amendment By Sponsor                                        77
       15.2         Amendment By Employer                                       78
       15.3         Termination                                                 78
       15.4         Qualification Of Employer's Plan                            78
       15.5         Mergers And Consolidations                                  78
       15.6         Resignation And Removal                                     79
       15.7         Qualification Of Prototype                                  79


                                 ARTICLE XVI
                                GOVERNING LAW                                   79
</TABLE>
<PAGE>   8
               PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND
                             TRUST/CUSTODIAL ACCOUNT

                                  SPONSORED BY

                            WILMINGTON TRUST COMPANY

The Sponsor hereby establishes the following Prototype Retirement Plan and
Trust/Custodial Account for use by those of its customers who qualify and wish
to adopt a qualified retirement program. Any Plan and Trust/Custodial Account
established hereunder shall be administered for the exclusive benefit of
Participants and their beneficiaries under the following terms and conditions:

                                    ARTICLE I

                                   DEFINITIONS

1.1 ACTUAL DEFERRAL PERCENTAGE The ratio (expressed as a percentage and
calculated separately for each Participant) of:

           (a)    the amount of Employer contributions [as defined at (c) and
                  (d)] actually paid over to the Fund on behalf of such
                  Participant for the Plan Year to

           (b)    the Participant's Compensation for such Plan Year.
                  Compensation will only include amounts for the period during
                  which the Employee was eligible to participate.

Employer contributions on behalf of any Participant shall include:

           (c)    any Elective Deferrals made pursuant to the Participant's
                  deferral election, including Excess Elective Deferrals, but
                  excluding Elective Deferrals that are either taken into
                  account in the Contribution Percentage test (provided the ADP
                  test is satisfied both with and without exclusion of these
                  Elective Deferrals) or are returned as excess Annual
                  Additions; and

           (d)    at the election of the Employer, Qualified Non-Elective
                  Contributions and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages, an Employee who would be
a Participant but for the failure to make Elective Deferrals shall be treated as
a Participant on whose behalf no Elective Deferrals are made.

1.2 ADOPTION AGREEMENT The document attached to this Plan by which an Employer
elects to establish a qualified retirement plan and trust/custodial account
under the terms of this Prototype Plan and Trust/Custodial Account.
<PAGE>   9
1.3 AGGREGATE LIMIT   The sum of:

         (a)      125 percent of the greater of the ADP of the non-Highly
                  Compensated Employees for the Plan Year or the ACP of
                  non-Highly Compensated Employees under the Plan subject to
                  Code Section 401(m) for the Plan Year beginning with or within
                  the Plan Year of the cash or deferred arrangement as described
                  in Code Section 401(k) or Code Section 402(h)(1)(B), and

         (b)      the lesser of 200% or two percent plus the lesser of such ADP
                  or ACP.

Alternatively, the aggregate limit can be determined by substituting "the lesser
of 200% or 2 percent plus" for "125% of" in (a) above, and substituting "125%
of" for "the lesser of 200% or 2 percent plus" in (b) above.

1.4 ANNUAL ADDITIONS The sum of the following amounts credited to a
Participant's account for the Limitation Year:

         (a)      Employer Contributions,

         (b)      Employee Contributions (under Article IV),

         (c)      forfeitures,

         (d)      amounts allocated after March 31, 1984 to an individual
                  medical account, as defined in Code Section 415(1)(2), which
                  is part of a pension or annuity plan maintained by the
                  Employer (these amounts are treated as Annual Additions to a
                  Defined Contribution Plan though they arise under a Defined
                  Benefit Plan), and

         (e)      amounts derived from contributions paid or accrued after 1985,
                  in taxable years ending after 1985, which are either
                  attributable to post-retirement medical benefits allocated to
                  the account of a Key Employee, or to a Welfare Benefit Fund
                  maintained by the Employer, are also treated as Annual
                  Additions to a Defined Contribution Plan. For purposes of this
                  paragraph, an Employee is a Key Employee if he or she meets
                  the requirements of paragraph 1.43 at any time during the Plan
                  Year or any preceding Plan Year. Welfare Benefit Fund is
                  defined at paragraph 1.89.

Excess amounts applied in a Limitation Year to reduce Employer contributions
will be considered Annual Additions for such Limitation Year, pursuant to the
provisions of Article X.

1.5 ANNUITY STARTING DATE The first day of the first period for which an amount
is paid as an annuity or in any other form.


                                       2
<PAGE>   10
1.6 APPLICABLE CALENDAR YEAR The First Distribution Calendar Year, and in the
event of the recalculation of life expectancy, such succeeding calendar year. If
payments commence in accordance with paragraph 7.4(e) before the Required
Beginning Date, the Applicable Calendar Year is the year such payments commence.
If distribution is in the form of an immediate annuity purchased after the
Participant's death with the Participant's remaining interest, the Applicable
Calendar Year is the year of purchase.

1.7 APPLICABLE LIFE EXPECTANCY Used in determining the required minimum
distribution. The life expectancy (or joint and last survivor expectancy)
calculated using the attained age of the Participant (or Designated Beneficiary)
as of the Participant's (or Designated Beneficiary's) birthday in the Applicable
Calendar Year reduced by one for each calendar year which has elapsed since the
date life expectancy was first calculated. If life expectancy is being
recalculated, the Applicable Life Expectancy shall be the life expectancy as so
recalculated. The life expectancy of a non-Spouse Beneficiary may not be
recalculated.

1.8 AVERAGE CONTRIBUTION PERCENTAGE (ACP) The average of the Contribution
Percentages for each Highly Compensated Employee and for each non-Highly
Compensated Employee.

1.9 AVERAGE DEFERRAL PERCENTAGE (ADP) The average of the Actual Deferral
Percentages for each Highly Compensated Employee and for each non-Highly
Compensated Employee.

1.10 BREAK IN SERVICE A 12-consecutive month period during which an Employee
fails to complete more than 500 Hours of Service.

1.11 CODE The Internal Revenue Code of 1986, including any amendments.

1.12 COMPENSATION The Employer may select one of the following three safe-harbor
definitions of Compensation in the Adoption Agreement. Compensation shall only
include amounts earned while a Participant if Plan Year is chosen as the
determination period.

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

         (b)      CODE SECTION 6041 AND 6051 WAGES. Compensation is defined as
                  wages as defined in Code Section 3401(a) and all other
                  payments of compensation to an Employee by the Employer (in
                  the course of the Employer's trade or business) for which the
                  Employer is required to furnish the employee a written
                  statement under Code Section 6041(d) and 6051(a)(3).
                  Compensation must be determined without

                                       3
<PAGE>   11
                  regard to any rules under Code Section 3401(a) that limit the
                  remuneration included in wages based on the nature or location
                  of the employment or the services performed [such as the
                  exception for agricultural labor in Code Section 3401(a)(2)].

         (c)      CODE SECTION 415 COMPENSATION. For purposes of applying the
                  limitations of Article X and Top-Heavy Minimums, the
                  definition of Compensation shall be Code Section 415
                  Compensation defined as follows: a Participant's Earned
                  Income, wages, salaries, and fees for professional services
                  and other amounts received (without regard to whether or not
                  an amount is paid in cash) for personal services actually
                  rendered in the course of employment with the Employer
                  maintaining the Plan to the extent that the amounts are
                  includible in gross income [including, but not limited to,
                  commissions paid salesmen, Compensation for services on the
                  basis of a percentage of profits, commissions on insurance
                  premiums, tips, bonuses, fringe benefits and reimbursements or
                  other expense allowances under a nonaccountable plan (as
                  described in Regulation 1.62-2(c)], and excluding the
                  following:

                  1.       Employer contributions to a Plan of deferred
                           compensation which are not includible in the
                           Employee's gross income for the taxable year in which
                           contributed, or Employer contributions under a
                           Simplified Employee Pension Plan or any distributions
                           from a plan of deferred compensation,

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

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

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

For purposes of applying the limitations of Article X and Top-Heavy Minimums,
the definition of Compensation shall be Code Section 415 Compensation described
in this paragraph 1.12(c). Also, for purposes of applying the limitations of
Article X,


                                        4
<PAGE>   12
Compensation for a Limitation Year is the Compensation actually paid or made
available during such Limitation Year. Notwithstanding the preceding sentence,
Compensation for a Participant in a defined contribution plan who is permanently
and totally disabled [as defined in Code Section 22(e)(3)] is the Compensation
such Participant would have received for the Limitation Year if the Participant
had been paid at the rate of Compensation paid immediately before becoming
permanently and totally disabled. Such imputed Compensation for the disabled
Participant may be taken into account only if the participant is not a Highly
Compensated Employee [as defined in Code Section 414(q)] and contributions made
on behalf of such Participant are nonforfeitable when made.

If the Employer fails to pick the determination period in the Adoption
Agreement, the Plan Year shall be used. Unless otherwise specified by the
Employer in the Adoption Agreement, Compensation shall be determined as provided
in Code Section 3401(a) [as defined in this paragraph 1.12(a)]. In
nonstandardized Adoption Agreement 002, the Employer may choose to eliminate or
exclude categories of Compensation which do not violate the provisions of Code
Sections 401(a)(4), 414(s) the regulations thereunder and Revenue Procedure
89-65.

Beginning with 1989 Plan Years, the annual Compensation of each Participant
which may be taken into account for determining all benefits provided under the
Plan (including benefits under Article XIV) for any year shall not exceed the
limitation as imposed by Code Section 401(a)(17) and as adjusted under Code
Section 41.5(d). In determining the Compensation of a Participant for purposes
of this limitation, the rules of Code Section 414(q)(6) shall apply, except in
applying such rules, the term "family" shall include only the Spouse of the
Participant and any lineal descendants of the Participant who have not attained
age 19 before the end of the Plan year. If, as a result of the application of
such rules the adjusted annual Compensation limitation, as imposed by Code
Section 401(a)(17), is exceeded, then (except for purposes of determining the
portion of Compensation up to the integration level if this Plan provides for
permitted disparity), the limitation shall be prorated among the affected
individuals in proportion to each such individual's Compensation as determined
under this section prior to the application of this limitation.

If a Plan has a Plan Year that contains fewer than 12 calendar months, then the
annual Compensation limit for that period is an amount equal to the limitation
as imposed by Code Section 401(a)(17) as adjusted for the calendar year in which
the Compensation period begins, multiplied by a fraction the numerator of which
is the number of full months in the Short Plan Year and the denominator of which
is 12. If Compensation for any prior Plan Year is taken into account in
determining an Employee's contributions or benefits for the current year, the
Compensation for such prior year is subject to the applicable annual
Compensation limit in effect for that prior year. For this purpose, for years
beginning before January 1, 1990, the applicable annual Compensation limit is
$200,000. For Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Participant taken into account for determining all benefits
provided under the Plan for any Plan Year shall not exceed $150,000, as adjusted
for increases in the cost-of-living in accordance with Code Section 401(a)(17).
The cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year.


                                        5
<PAGE>   13
Compensation shall not include deferred Compensation other than contributions
through a salary reduction agreement to a cash or deferred plan under Code
Section 401(k), a Simplified Employee Pension Plan under Code Section
402(h)(1)(B), a cafeteria plan under Code Section 125 or a tax-deferred annuity
under Code Section 403(b). Unless elected otherwise by the Employer in the
Adoption Agreement, these deferred amounts will be considered as Compensation
for Plan purposes. These deferred amounts are not counted as Compensation for
purposes of Articles X and XIV. When applicable to a Self-Employed Individual,
Compensation shall mean Earned Income.

1.13 CONTRIBUTION PERCENTAGE The ratio (expressed as a percentage and calculated
separately for each Participant) of:

         (a)      the Participant's Contribution Percentage Amounts [as defined
                  at (c)-(f)] for the Plan Year, to

         (b)      the Participant's Compensation for the Plan Year. Compensation
                  will only include amounts for the period during which the
                  Employee was eligible to participate.

Contribution Percentage Amounts on behalf of any Participant shall include:

         (c)      the amount of Employee Voluntary Contributions, Matching
                  Contributions, and Qualified Matching Contributions (to the
                  extent not taken into account for purposes of the ADP test)
                  made under the Plan on behalf of the Participant for the Plan
                  Year,

         (d)      forfeitures of Excess Aggregate Contributions or Matching
                  Contributions allocated to the Participant's account which
                  shall be taken into account in the year in which such
                  forfeiture is allocated,

         (e)      at the election of the Employer, Qualified Non-Elective
                  Contributions, and

         (f)      the Employer also may elect to use Elective Deferrals in the
                  Contribution Percentage Amounts so long as the ADP test is met
                  before the Elective Deferrals are used in the ACP test and
                  continues to be met following the exclusion of those Elective
                  Deferrals that are used to meet the ACP test.

Contribution Percentage Amounts shall not include Matching Contributions,
whether or not Qualified, 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.

1.14 CUSTODIAN The individual or institution appointed by the Employer to have
custody of all or part of the Fund.


                                        6
<PAGE>   14
1.15 DEFINED BENEFIT PLAN A Plan under which a Participant's benefit is
determined by a formula contained in the Plan and no individual accounts are
maintained for Participants.

1.16 DEFINED BENEFIT (PLAN) FRACTION A fraction, the numerator of which is the
sum of the Participant's Projected Annual Benefits under all the Defined Benefit
Plans (whether or not terminated) maintained by the Employer, and the
denominator of which is the lesser of 125 percent of the dollar limitation
determined for the Limitation Year under Code Sections 415(b) and (d) or 140
percent of the Highest Average Compensation, including any adjustments under
Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as of the first
day of the first Limitation Year beginning after 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 Participant had accrued as of the
close of the last Limitation Year beginning before 1987, disregarding any
changes in the terms and conditions of the plan after May 5, 1986. The preceding
sentence applies only if the Defined Benefit Plans individually and in the
aggregate satisfied the requirements of Section 415 for all Limitation Years
beginning before 1987.

1.17 DEFINED CONTRIBUTION DOLLAR LIMITATION Thirty thousand dollars ($30,000) or
if greater, one-fourth of the defined benefit dollar limitation set forth in
Code Section 415(b)(1) as in effect for the Limitation Year.

1.18 DEFINED CONTRIBUTION PLAN A Plan under which individual accounts are
maintained for each Participant to which all contributions, forfeitures,
investment income and gains or losses, and expenses are credited or deducted. A
Participant's benefit under such Plan is based solely on the fair market value
of his or her account balance.

1.19 DEFINED CONTRIBUTION (PLAN) FRACTION A Fraction, the numerator of which is
the sum of the Annual Additions to the Participant's account under all the
Defined Contribution Plans (whether or not terminated) maintained by the
Employer for the current and all prior Limitation Years (including the Annual
Additions attributable to the Participant's nondeductible Employee contributions
to all Defined Benefit Plans, whether or not terminated, maintained by the
Employer, and the Annual Additions attributable to all Welfare Benefit Funds, as
defined in paragraph 1.89 and individual medical accounts, as defined in Code
Section 415(1)(2), 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 the Limitation Year is the lesser of 125 percent of the dollar limitation
determined under Code Sections 415(b) and (d) in effect under Code Section
415(c)(1)(A) or 35 percent of the Participant's Compensation for such year.

If the Employee was a Participant as of the end of the first day of the first
Limitation Year beginning after 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


                                       7
<PAGE>   15
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 1987, and disregarding any changes in the terms and conditions
of the Plan made after May 6, 1986, but using the Section 415 limitation
applicable to the first Limitation Year beginning on or after January 1, 1987.
The Annual Addition for any Limitation Year beginning before 1987, shall not be
re-computed to treat all Employee Contributions as Annual Additions.

1.20 DESIGNATED BENEFICIARY The individual who is designated as the beneficiary
under the Plan in accordance with Code Section 401(a)(9) and the regulations
thereunder.

1.21 DISABILITY An illness or injury of a potentially permanent nature, expected
to last for a continuous period of not less than 12 months, certified by a
physician selected by or satisfactory to the Employer, which prevents the
Employee from engaging in any occupation for wage or profit for which the
Employee is reasonably fitted by training, education or experience.

1.22 DISTRIBUTION CALENDAR YEAR A calendar year for which a minimum distribution
is required.

1.23 EARLY RETIREMENT AGE The age set by the Employer in the Adoption Agreement
(but not less than 55), which is the earliest age at which a Participant may
retire and receive his or her benefits under the Plan.

1.24 EARNED INCOME Net earnings from self-employment in the trade or business
with respect to which the Plan is established, determined without regard to
items not included in gross income and the deductions allocable to such items,
provided that personal services of the individual are a material
income-producing factor. Earned income shall be reduced by contributions made by
an Employer to a qualified plan to the extent deductible under Code Section 404.
For tax years beginning after 1989, net earnings shall be determined taking into
account the deduction for one-half of self-employment taxes allowed to the
Employer under Code Section 164(f) to the extent deductible.

1.25 EFFECTIVE DATE The date on which the Employer's retirement plan or
amendment to such plan becomes effective. For amendments reflecting statutory
and regulatory changes post Tax Reform Act of 1986, the Effective Date will be
the earlier of the date upon which such amendment is first administratively
applied or the first day of the Plan Year following the date of adoption of such
amendment.

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


                                       8
<PAGE>   16
1.27 ELECTIVE DEFERRAL Employer contributions made to the Plan at the election
of the Participant, in lieu of cash Compensation. Elective Deferrals shall also
include contributions made pursuant to a Salary Savings Agreement or other
deferral mechanism, such as a cash option contribution. With respect to any
taxable year, a Participant's Elective Deferral is the sum of all Employer
contributions made on behalf of such Participant pursuant to an election to
defer under any qualified cash or deferred arrangement as described in Code
Section 401(k), any simplified employee pension cash or deferred arrangement as
described in Code Section 402(h)(1)(B), any eligible deferred compensation plan
under Code Section 457, any plan as described under Code Section 501(c)(18), and
any Employer contributions made on the behalf of a Participant for the purchase
of an annuity contract under Code Section 403(b) pursuant to a Salary Savings
Agreement. Elective Deferrals shall not include any deferrals properly
distributed as Excess Annual Additions.

1.28 ELIGIBLE PARTICIPANT Any Employee who is eligible to make a Voluntary
Contribution, or an Elective Deferral (if the Employer takes such contributions
into account in the calculation of the Contribution Percentage), or to receive a
Matching Contribution (including forfeitures) or a Qualified Matching
Contribution. If a Voluntary Contribution or Elective Deferral is required as a
condition of participation in the Plan, any Employee who would be a Participant
in the Plan if such Employee made such a contribution shall be treated as an
Eligible Participant even though no Voluntary Contributions or Elective
Deferrals are made.

1.29 EMPLOYEE Any person employed by the Employer (including Self-Employed
Individuals and partners), all Employees of a member of an affiliated service
group [as defined in Code Section 414(m)], Employees of a controlled group of
corporations [as defined in Code Section 414(b)], all Employees of any
incorporated or unincorporated trade or business which is under common control
[as defined in Code Section 414(c)], Leased Employees [as defined in Code
Section 414(n)] and any Employee required to be aggregated by Code Section
414(o). All such Employees shall be treated as employed by a single Employer.

1.30 EMPLOYER The Self-Employed Individual, partnership, corporation or other
organization which adopts this Plan including any firm that succeeds the
Employer and adopts this Plan. For purposes of Article X, Limitations on
Allocations, Employer shall mean the Employer that adopts this Plan, and all
members of a controlled group of corporations [as defined in Code Section 414(b)
as modified by Code Section 415(h)], all commonly controlled trades or
businesses [as defined in Code Section 414(c) as modified by Code Section
415(h)] or affiliated service groups [as defined in Code Section 414(m)] of
which the adopting Employer is a part, and any other entity required to be
aggregated with the Employer pursuant to regulations under Code Section 414(o).

1.31 ENTRY DATE The date on which an Employee commences participation in the
Plan as determined by the Employer in the Adoption Agreement.


                                       9
<PAGE>   17
1.32 EXCESS AGGREGATE CONTRIBUTIONS The excess, with respect to any Plan Year,
of:

         (a)    The aggregate Contribution Percentage Amounts taken into account
                in computing the numerator of the Contribution Percentage
                actually made on behalf of Highly Compensated Employees for such
                Plan Year, over

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

Such determination shall be made after first determining Excess Elective
Deferrals pursuant to paragraph 1.35 and then determining Excess Contributions
pursuant to paragraph 1.34.

1.33 EXCESS AMOUNT The excess of the Participant's Annual Additions for the
Limitation Year over the Maximum Permissible Amount.

1.34 EXCESS CONTRIBUTION With respect to any Plan Year, the excess of:

         (a)      The aggregate amount of Employer contributions actually taken
                  into account in computing the ADP of Highly Compensated
                  Employees for such Plan Year, over

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

1.35 EXCESS ELECTIVE DEFERRALS Those Elective Deferrals that are includible in a
Participant's gross income under Code Section 402(g) to the extent such
Participant's Elective Deferrals for a taxable year exceed the dollar limitation
under such Code Section. Excess Elective Deferrals shall be treated as Annual
Additions under the Plan, unless such amounts are distributed no later than the
first April 15th following the close of the Participant's taxable year.

1.36 FAMILY MEMBER The Employee's Spouse, any lineal descendants and ascendants
and the Spouse of such lineal descendants and ascendants.

1.37 FIRST DISTRIBUTION CALENDAR YEAR For distributions beginning before the
Participant's death, the First Distribution Calendar Year is the calendar year
immediately preceding the calendar year which contains the Participant's
Required Beginning Date. For distributions beginning after the Participant's
death, the First Distribution Calendar Year is the calendar year in which
distributions are required to begin pursuant to paragraph 7.10.


                                       10
<PAGE>   18
1.38 FUND All contributions received by the Trustee/Custodian under this Plan
and Trust/Custodial Account, investments thereof and earnings and appreciation
thereon.

1.39 HARDSHIP An immediate and heavy financial need of the Employee where such
Employee lacks other available resources.

1.40 HIGHEST AVERAGE COMPENSATION The average Compensation for the three
consecutive Years of Service with the Employer that produces the highest
average. A Year of Service with the Employer is the 12-consecutive month period
defined in the Adoption Agreement.

1.41 HIGHLY COMPENSATED EMPLOYEE Any Employee who performs service for the
Employer during the determination year and who, during the immediate prior year:

         (a)      received Compensation from the Employer in excess of $75,000
                  [as adjusted pursuant to Code Section 415(d)]; or

         (b)      received Compensation from the Employer in excess of $50,000
                  [as adjusted pursuant to Code Section 415(d)] and was a member
                  of the Top-Paid Group for such year; or

         (c)      was an officer of the Employer and received Compensation
                  during such year that is greater than 50 percent of the dollar
                  limitation in effect under Code Section 415(b)(1)(A).

Notwithstanding (a), (b) and (c), an Employee who was not Highly Compensated
during the preceding Plan Year shall not be treated as a Highly Compensated
Employee with respect to the current Plan Year unless such Employee is a member
of the 100 Employees paid the greatest Compensation during the year for which
such determination is being made.

         (d)      Employees who are five percent (5%) Owners at any time during
                  the immediate prior year or determination year.

Highly Compensated Employee includes Highly compensated active Employees and
Highly Compensated former Employees.

1.42 HOUR OF SERVICE

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

         (b)      Each hour for which an Employee is paid, or entitled to
                  payment, by the Employer on account of a period of time during
                  which no duties are performed (irrespective of whether the
                  employment relationship has terminated) due to vacation,
                  holiday, illness,


                                       11
<PAGE>   19
                  incapacity (including disability), layoff, jury duty, military
                  duty or leave of absence. No more than 501 Hours of Service
                  shall be credited under this paragraph for any single
                  continuous period (whether or not such period occurs in a
                  single computation period). Hours under this paragraph shall
                  be calculated and credited pursuant to Section 2530.200b-2 of
                  the Department of Labor Regulations; which are incorporated
                  herein by this reference; and

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

         (d)      Hours of Service shall be credited for employment with thc
                  Employer and with other members of an affiliated service group
                  [as defined in Code Section 414(m)], a controlled group of
                  corporations [as defined in Code Section 414(b)], or a group
                  of trades or businesses under common control [as defined in
                  Code Section 414(c)] of which the adopting Employer is a
                  member, and any other entity required to be aggregated with
                  the Employer pursuant to Code Section 414(o) and the
                  regulations thereunder. Hours of Service shall also be
                  credited for any individual considered an Employee for
                  purposes of this Plan under Code Section 414(n) or Code
                  Section 414(o) and the regulations thereunder.

         (e)      Solely for purposes of determining whether a Break in Service,
                  as defined in paragraph 1.10, for participation and vesting
                  purposes has occurred in a computation period, an individual
                  who is absent from work for maternity or paternity reasons
                  shall receive credit for the Hours of Service which would
                  otherwise have been credited to such individual but for such
                  absence, or in any case in which such hours cannot be
                  determined, 8 Hours of Service per day of such absence. For
                  purposes of this paragraph, an absence from work for maternity
                  or paternity reasons means an absence by reason of the
                  pregnancy of the individual, by reason of a birth of a child
                  of the individual, by reason of the placement of a child with
                  the individual in connection with the adoption of such child
                  by such individual, or for purposes of caring for such child
                  for a period beginning immediately following such birth or
                  placement. The Hours of Service credited under this paragraph
                  shall be credited in the computation period in which the
                  absence begins, if the crediting is necessary to prevent a
                  Break in Service in that period, or in all other cases, in the
                  following computation period. No more man 501 hours will be
                  credited under this paragraph.


                                       12
<PAGE>   20
         (f)      Hours of Service shall be determined on the basis of the
                  method selected in the Adoption Agreement.

1.43 KEY EMPLOYEE Any Employee or former Employee (and the beneficiaries of such
employee) who at any time during the determination period was an officer of the
Employer if such individual's annual compensation exceeds 50% of the dollar
limitation under Code Section 415(b)(1)(A) (the defined benefit maximum annual
benefit), an owner (or considered an owner under Code Section 318) of one of the
ten largest interests in the employer if such individual's compensation exceeds
100% of the dollar limitation under Code Section 415(c)(1)(A), a 5% owner of the
Employer, or a 1% owner of the Employer who has an annual compensation of more
than $150,000. For purposes of determining who is a Key Employee, annual
compensation shall mean Compensation as defined for Article X, but including
amounts deferred through a salary reduction agreement to a cash or deferred plan
under Code Section 401(k), a Simplified Employee Pension Plan under Code Section
408(k), a cafeteria plan under Code Section 125 or a tax-deferred annuity under
Code Section 403(b). The determination period is the Plan Year containing the
Determination Date and the four preceding Plan Years. The determination of who
is a Key Employee will be made in accordance with Code Section 4160(i)(1) and
the regulations thereunder.

1.44 LEASED EMPLOYEE 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 Code Section 414(n)(6)] on a
substantially full-time basis for a period of at least one year, and such
services are of a type historically performed by Employees in the business field
of the recipient Employer.

1.45 LIMITATION YEAR The calendar year or such other 12-consecutive month period
designated by the Employer in the Adoption Agreement for purposes of determining
the maximum Annual Addition to a Participant's account. 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.

1.46 MASTER OR PROTOTYPE PLAN A plan, the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.

1.47 MATCHING CONTRIBUTION An Employer contribution made to this or any other
defined contribution plan on behalf of a Participant on account of an Employee
Voluntary Contribution made by such Participant, or on account of a
Participant's Elective Deferral, under a Plan maintained by the Employer.

1.48 MAXIMUM PERMISSIBLE AMOUNT The maximum Annual Addition that may be
contributed or allocated to a Participant's account under the plan for any
Limitation Year shall not exceed the lesser of:

         (a)      the Defined Contribution Dollar Limitation, or


                                       13
<PAGE>   21
         (b)      25% of the Participant's Compensation for the Limitation Year.

The compensation limitation referred to in (b) shall not apply to any
contribution for medical benefits [within the meaning of Code Section 401(h) or
Code Section 419A(f)(2)] which is otherwise treated as an Annual Addition under
Code Section 415(1)(1) or 419(d)(2). If a short Limitation Year is created
because of an amendment changing the Limitation Year to a different
12-consecutive month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by the following fraction:
Number of months in the short Limitation Year divided by 12.

1.49 NET PROFIT The current and accumulated operating earnings of the Employer
before Federal and State income taxes, excluding nonrecurring or unusual items
of income, and before contributions to this and any other qualified plan of the
Employer. Alternatively, the Employer may fix another definition in the Adoption
Agreement.

1.50 NORMAL RETIREMENT AGE The age, set by the Employer in the Adoption
Agreement, at which a Participant may retire and receive his or her benefits
under the Plan.

1.51 OWNER-EMPLOYEE A sole proprietor, or a partner owning more than 10% of
either the capital or profits interest of the partnership.

1.52 PAIRED PLANS Two or more Plans maintained by the Sponsor designed so that a
single or any combination of Plans adopted by an Employer will meet the
anti-discrimination rules, the contribution and benefit limitations, and the
Top-Heavy provisions of the Code.

1.53 PARTICIPANT Any Employee who has met the eligibility requirements and is
participating in the Plan.

1.54 PARTICIPANT'S BENEFIT 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 the dates in the valuation
calendar year after the Valuation Date and decreased by distributions made in
the valuation calendar year after the Valuation Date. A special exception exists
for the second distribution Calendar Year. For purposes of this paragraph, 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.

1.55 PERMISSIVE AGGREGATION GROUP Used for Top-Heavy testing purposes, it is the
Required Aggregation Group of plans plus any other plan or plans of the Employer
which, when considered as a group with the Required Aggregation Group, would
continue to satisfy the requirements of Code Sections 401(a)(4) and 410.


                                       14
<PAGE>   22
1.56 PLAN The Employer's retirement plan as embodied herein and in the Adoption
Agreement.

1.57 PLAN ADMINISTRATOR The Employer.

1.58 PLAN YEAR The 12-consecutive month period designated by the Employer in the
Adoption Agreement.

1.59 PRESENT VALUE Used for Top-Heavy test and determination purposes, when
determining the Present Value of accrued benefits, with respect to any Defined
Benefit Plan maintained by the Employer, interest and mortality rates shall be
determined in accordance with the provisions of the respective plan. If
applicable, interest and mortality assumptions will be specified in Section 11
of the Adoption Agreement.

1.60 PROJECTED ANNUAL BENEFIT Used to test the maximum benefit which may be
obtained from a combination of retirement plans, it is the annual retirement
benefit (adjusted to an actuarial equivalent straight life annuity if such
benefit is expressed in a form other than a straight life annuity or Qualified
Joint and Survivor Annuity) to which the Participant would be entitled under the
terms of a Defined Benefit Plan or plans, assuming:

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

         (b)      the Participant's Compensation for the current Limitation Year
                  and all other relevant factors used to determine benefits
                  under the plan will remain constant for all future Limitation
                  Years.

1.61 QUALIFIED DEFERRED COMPENSATION PLAN Any pension, profit-sharing, stock
bonus, or other plan which meets the requirements of Code Section 401 and
includes a trust exempt from tax under Code Section 501(a) or any annuity plan
described in Code Section 403(a).

An Eligible Retirement Plan is an individual retirement account (IRA) as
described in Code Section 408(a), an individual retirement annuity (IRA) as
described in Code Section 408(b), an annuity plan as described in Code Section
403(a), or a qualified trust as described in Code Section 401(a), which accepts
Eligible Rollover Distributions. However in the case of an Eligible Rollover
Distribution to a Surviving Spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.

1.62 QUALIFIED DOMESTIC RELATIONS ORDER A QDRO is a signed Domestic Relations
Order issued by a State Court which creates, recognizes or assigns to an
alternate payee(s) the right to receive all or part of a Participant's Plan
benefit and which meets the requirements of Code Section 414(p). An alternate
payee is a Spouse, former Spouse, child, or other dependent who is treated as a
beneficiary under the Plan as a result of the QDRO.


                                       15
<PAGE>   23
1.63 QUALIFIED EARLY RETIREMENT AGE For purposes of paragraph 8.9, Qualified
Early Retirement Age is the latest of:

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

         (b)      the first flay of the 120th month beginning before the
                  Participant reaches Normal Retirement Age, or

         (c)      the date the Participant begins participation.

1.64 QUALIFIED JOINT AND SURVIVOR ANNUITY An immediate annuity for the life of
the Participant with a survivor annuity for the life of the Participant's Spouse
which is at least one-half of but not more than the amount of the annuity
payable during the joint lives of the Participant and the Participant's Spouse.
The exact amount of the Survivor Annuity is to be specified by the Employer in
the Adoption Agreement. If not designated by the Employer, the Survivor Annuity
will be 1/2 of the amount paid to the Participant during his or her lifetime.
The Qualified Joint and Survivor Annuity will be the amount of benefit which can
be provided by the Participant's Vested Account Balance.

1.65 QUALIFIED MATCHING CONTRIBUTION Matching Contributions which when made are
subject to the distribution and nonforfeitability requirements under Code
Section 401(k).

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

1.67 QUALIFIED VOLUNTARY CONTRIBUTION A tax-deductible voluntary Employee
contribution. These contributions may no longer be made to the Plan.

1.68 REQUIRED AGGREGATION GROUP Used for Top-Heavy testing purposes, it consists
of:

         (a)      each qualified plan of the Employer in which at least one Key
                  Employee participates or participated at any time during the
                  determination period (regardless of whether the plan has
                  terminated), and

         (b)      any other qualified plan of the Employer which enables a plan
                  described in (a) to meet the requirements of Code Sections
                  401(a)(4) or 410.


                                       16
<PAGE>   24
1.69 REQUIRED BEGINNING DATE The date on which a Participant is required to take
his or her first minimum distribution under the Plan. The rules are set forth at
paragraph 7.5.

1.70 ROLLOVER CONTRIBUTION A contribution made by a Participant of an amount
distributed to such Participant from another Qualified Deferred Compensation
Plan in accordance with Code Sections 402(a)(5), (6), and (7).

An Eligible Rollover Distribution is any distribution of all or any portion of
the balance to the credit of the Participant except that an Eligible Rollover
Distribution does not include:

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

         (b)      any distribution to the extent such distribution is required
                  under Code Section 401(a)(9); and

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

A Direct Rollover is a payment by the plan to the Eligible Retirement Plan
specified by the Participant.

1.71 SALARY SAVINGS AGREEMENT An agreement between the Employer and a
participating Employee where the Employee authorizes the Employer to withhold a
specified percentage of his or her Compensation for deposit to the Plan on
behalf of such Employee.

1.72 SELF-EMPLOYED INDIVIDUAL An individual who has Earned Income for the
taxable year from the trade or business for which the Plan is established
including an individual who would have had Earned Income but for the fact that
the trade or business had no Net Profit for the taxable year.

1.73 SERVICE The period of current or prior employment with the Employer. If the
Employer maintains a plan of a predecessor employer, Service for such
predecessor shall be treated as Service for the Employer.

1.74 SHAREHOLDER EMPLOYEE An Employee or Officer who owns [or is considered as
owning within the meaning of Code Section 318(a)(1)], on any day during the
taxable year of an electing small business corporation (S Corporation), more
than 5% of such corporation's outstanding stock.


                                       17
<PAGE>   25
1.75 SIMPLIFIED EMPLOYEE PENSION PLAN An individual retirement account which
meets the requirements of Code Section 408(k), and to which the Employer makes
contributions pursuant to a written formula. These plans are considered for
contribution limitation and Top-Heavy testing purposes.

1.76 SPONSOR Wilmington Trust Company, or any successor(s) or assign(s).

1.77 SPOUSE (SURVIVING SPOUSE) The Spouse or Surviving Spouse of the
Participant, provided that a former Spouse will be treated as the Spouse or
Surviving Spouse and a current Spouse will not be treated as the Spouse or
Surviving Spouse to the extent provided under a Qualified Domestic Relations
Order as described in Code Section 414(p).

1.78 SUPER TOP-HEAVY PLAN A Plan described at paragraph 1.81 under which the
Top-Heavy Ratio [as defined at paragraph 1.82] exceeds 90%.

1.79 TAXABLE WAGE BASE For plans with an allocation formula which takes into
account the Employer's contribution under the Federal Insurance Contributions
Act (FICA), the maximum amount of earnings which may be considered wages for
such Plan Year under the Social Security Act [Code Section 3121(a)(1)], or the
amount elected by the Employer in the Adoption Agreement.

1.80 TOP-HEAVY DETERMINATION DATE For any Plan Year subsequent to the first Plan
Year, the last day of the preceding Plan Year. For the first Plan Year of the
Plan, the last day of that year.

1.81 TOP-HEAVY PLAN For any Plan Year beginning after 1983, the Employer's Plan
is top-heavy if any of the following conditions exist:

         (a)      If the Top-Heavy Ratio for the Employer's Plan exceeds 60% and
                  this Plan is not part of any required Aggregation Group or
                  Permissive Aggregation Group of Plans.

         (b)      If the Employer's plan is a part of a Required Aggregation
                  Group of plans but not part of a Permissive Aggregation Group
                  and the Top-Heavy Ratio for the group of plans exceeds 60%.

         (c)      If the Employer's plan is a part of a Required Aggregation
                  Group and part of a Permissive Aggregation Group of plans and
                  the Top-Heavy Ratio for the Permissive Aggregation Group
                  exceeds 60%.

1.82 TOP-HEAVY RATIO

         (a)      (If the Employer maintains one or more Defined Contribution
                  plans (including any Simplified Employee Pension Plan) and the
                  Employer has not maintained any Defined Benefit Plan which
                  during the 5-year period ending on the Determination Date(s)
                  has or has had accrued benefits, the Top-Heavy Ratio for this
                  Plan


                                       18
<PAGE>   26
                  alone, or for the Required or Permissive Aggregation Group as
                  appropriate, is a fraction,

                  (1)      the numerator of which is the sum of the account
                           balances of all Key Employees as of the Determination
                           Date(s) [including any part of any account balance
                           distributed in the 5-year period ending on the
                           Determination Date(s)], and

                  (2)      the denominator of which is the sum of all account
                           balances [including any part of any account balance
                           distributed in the 5 year period ending on the
                           Determination Date(s)], both computed in accordance
                           with Code Section 416 and the regulations thereunder.

                  Both the numerator and denominator of the Top-Heavy Ratio are
                  increased to reflect any contribution not actually made as of
                  the Determination Date, but which is required to be taken into
                  account on that date under Code Section 416 and the
                  regulations thereunder.

         (b)      If the Employer maintains one or more Defined Contribution
                  Plan (including any Simplified Employee Pension Plan) and the
                  Employer maintains or has maintained one or more Defined
                  Benefit Plans which during the 5-year period ending on the
                  Determination Date(s) has or has had any accrued benefits, the
                  Top-Heavy Ratio for any Required or Permissive Aggregation
                  Group as appropriate is a fraction, the numerator of which is
                  the sum of account balances under the aggregated defined
                  Contribution Plan or Plans for all Key Employees, determined
                  in accordance with (a) above, and the Present Value of accrued
                  benefits under the aggregated Defined Benefit Plan or Plans
                  for all Key Employees as of the Determination Date(s), and the
                  denominator of which is the sum of the account balances under
                  the aggregated Defined Contribution Plan or Plans for all
                  Participants, determined in accordance with above, and the
                  Present Value of accrued benefits under the Defined Benefit
                  Plan or Plans for all Participants as of the Determination
                  Date(s), all determined in accordance with Code Section 416
                  and the regulations thereunder. The accrued benefits under a
                  Defined Benefit Plan in both the numerator and denominator of
                  the Top-Heavy Ratio are increased for any distribution of an
                  accrued benefit made in the 5-year period ending on the
                  Determination Date.

         (c)      For purposes of (a) and (b) above, the value of account
                  balances and the Present Value of accrued benefits will be
                  determined as of the most recent Valuation Date that falls
                  within or ends with the 12-month period ending on the
                  Determination Date, except as


                                       19
<PAGE>   27
                  provided in Code Section 416 and the regulations thereunder
                  for the first and second plan years of a Defined Benefit Plan.
                  The account balances and accrued benefits of a participant (1)
                  who is not a Key Employee but who was a Key Employee in a
                  prior year, or (2) who has not been credited with at least one
                  hour of service with any Employer maintaining the Plan at any
                  time during the 5-year period ending on the Determination
                  Date, will be disregarded. The calculation of the Top-Heavy
                  Ratio, and the extent to which distributions, rollovers, and
                  transfers are taken into account will be made in accordance
                  with Code Section 416 and the regulations thereunder.
                  Qualified Voluntary Employee Contributions will not be taken
                  into account for purposes of computing the Top-Heavy Ratio.
                  When aggregating plans the value of account balances and
                  accrued benefits will be calculated with reference to the
                  Determination Dates that fall within the same calendar year.
                  The accrued benefit of a Participant other than a Key Employee
                  shall be determined under (1) the method, if any, that
                  uniformly applies for accrual purposes under all Defined
                  Benefit Plans maintained by the Employer, or (2) if there is
                  no such method, as if such benefit accrued not more rapidly
                  than the slowest accrual rate permitted under the fractional
                  rule of Code Section 41l(b)(1)(C).

1.83 TOP-PAID GROUP The group consisting of the top 20% of Employees when ranked
on the basis of Compensation paid during such year. For purposes of determining
the number of Employees in the group (but not who is in it), the following
Employees shall be excluded:

         (a)      Employees who have not completed 6 months of Service.

         (b)      Employees who normally work less than 17-1/2 hours per week.

         (c)      Employees who normally do not work more than 6 months during
                  any year.

         (d)      Employees who have not attained age 21.

         (e)      Employees included in a collective bargaining unit, covered by
                  an agreement between employee representatives and the
                  Employer, where retirement benefits were the subject of good
                  faith bargaining and provided that 90% or more of the
                  Employer's Employees are covered by the agreement.

         (f)      Employees who are nonresident aliens and who receive no earned
                  income which constitutes income from sources within the United
                  States.

1.84 TRANSFER CONTRIBUTION A non-taxable transfer of a Participant's benefit
directly from a Qualified Deferred Compensation Plan to this Plan.


                                       20
<PAGE>   28
1.85 TRUSTEE The individual(s) or institution appointed by the Employer to
invest the Fund.

1.86 VALUATION DATE The last day of the Plan Year or such other date as agreed
to by the Employer and the Trustee/Custodian on which Participant accounts are
revalued in accordance with Article V hereof. For Top-Heavy purposes, the date
selected by the Employer as of which the Top-Heavy Ratio is calculated.

1.87 VESTED ACCOUNT BALANCE The aggregate value of the Participant's Vested
Account Balances derived from Employer and Employee contributions (including
Rollovers), whether vested before or upon death, including the proceeds of
insurance contracts, if any, on the Participant's life. The provisions of
Article VIII shall apply to a Participant who is vested in amounts attributable
to Employer contributions, Employee contributions (or both) at the time of death
or distribution.

1.88 VOLUNTARY CONTRIBUTION An Employee contribution made to the Plan by or on
behalf of a Participant that is included in the Participant's gross income in
the year in which made and that is maintained under a separate account to which
earnings and losses are allocated.

1.89 WELFARE BENEFIT FUND Any fund that is part of a plan of the Employer, or
has the effect of a plan, through which the Employer provides welfare benefits
to Employees or their beneficiaries. For these purposes, Welfare Benefits means
any benefit other than those with respect to which Code Section 83(h) (relating
to transfers of property in connection with the performance of services), Code
Section 404 (relating to deductions for contributions to an Employee's trust or
annuity and Compensation under a deferred payment plan), Code Section 404A
(relating to certain foreign deferred compensation plans) apply. A "Fund" is any
social club, voluntary employee benefit association, supplemental unemployment
benefit trust or qualified group legal service organization described in Code
Section 501(c)(7), (9), (17) or (20); any trust, corporation, or other
organization not exempt from income tax, or to the extent provided in
regulations, any account held for an Employer by any person.

1.90 YEAR OF SERVICE A 12-consecutive month period during which an Employee is
credited with not less than 1,000 (or such lesser number as specified by the
Employer in the Adoption Agreement) Hours of Service.


                                   ARTICLE II

                            ELIGIBILITY REQUIREMENTS

2.1 PARTICIPATION Employees who meet the eligibility requirements in the
Adoption Agreement on the Effective Date of the Plan shall become Participants
as of the Effective Date of the Plan. If so elected in the Adoption Agreement,
all Employees employed on the Effective Date of the Plan may participate, even
if they have not satisfied the Plan's specified eligibility requirements. Other
Employees shall become Participants on the


                                       21
<PAGE>   29
Entry Date coinciding with or immediately following the date on which they meet
the eligibility requirements. The Employee must satisfy the eligibility
requirements specified in the Adoption Agreement and be employed on the Entry
Date to become a Participant in the Plan. In the event an Employee who is not a
member of the eligible class of Employees becomes a member of the eligible
class, such Employee shall participate immediately if such Employee has
satisfied the minimum age and service requirements and would have previously
become a Participant had he or she been in the eligible class. A former
Participant shall again become a Participant upon returning to the employ of the
Employer at the next Entry Date or if earlier, the next Valuation Date. For this
purpose, Participant's Compensation and Service shall be considered from date of
rehire.

2.2 CHANGE IN CLASSIFICATION OF EMPLOYMENT In the event a Participant becomes
ineligible to participate because he or she is no longer a member of an eligible
class of Employees, such Employee shall participate upon his or her return to an
eligible class of Employees.

2.3 COMPUTATION PERIOD To determine Years of Service and Breaks in Service for
purposes of eligibility, the 12-consecutive month period shall commence on the
date on which an Employee first performs an Hour of Service for the Employer and
each anniversary thereof, such that the succeeding 12-consecutive month period
commences with the employee's first anniversary of employment and so on. If,
however, the period so specified is one year or less, the succeeding
12-consecutive month period shall commence on the first day of the Plan Year
prior to the anniversary of the date they first performed an Hour of Service
regardless of whether the Employee is entitled to be credited with 1,000 (or
such lesser number as specified by the Employer in the Adoption Agreement) Hours
of Service during their first employment year.

2.4 EMPLOYMENT RIGHTS Participation in the Plan shall not confer upon a
Participant any employment rights, nor shall it interfere with the Employer's
right to terminate the employment of any Employee at any time.

2.5 SERVICE WITH CONTROLLED GROUPS All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)], trades or
businesses under common control [as defined in Code Section 414(c)], or members
of an affiliated service group [as defined in Code Section 414(m)] shall be
credited for purposes of determining an Employee's eligibility to participate.

2.6 OWNER-EMPLOYEES If this Plan provides contributions or benefits for one or
more Owner-Employees who control both the business for which this Plan is
established and one or more other trades or businesses, this Plan and the Plan
established for other trades or businesses must, when looked at as a single
Plan, satisfy Code Sections 401(a) and (d) for the Employees of this and all
other trades or businesses.

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


                                       22
<PAGE>   30
If an individual is covered as an Owner-Employee under the plans of two or more
trades or businesses which are not controlled, and the individual controls a
trade or business, then the contributions or benefits of the Employees under the
plan of the trades or businesses which are controlled must be as favorable as
those provided for him or her under the most favorable plan of the trade or
business which is not controlled.

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

         (a)      own the entire interest in an unincorporated trade or
                  business, or

         (b)      in the case of a partnership, own more than 50% of either the
                  capital interest or the profits interest in the partnership.

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

2.7 LEASED EMPLOYEES Any Leased Employee shall be treated as an Employee of the
recipient Employer; however, contributions or benefits provided 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 such Employee
is covered by a money purchase pension plan providing:

         (a)      a non-integrated Employer contribution rate of at least 10% of
                  Compensation, [as defined in Code Section 415(c)(3) but
                  including amounts contributed by the Employee pursuant to a
                  salary reduction agreement, which are excludable from the
                  Employee's gross income under a cafeteria plan covered by Code
                  Section 125, a cash or deferred profit-sharing plan under
                  Section 401(k) of the Code, a Simplified Employee Pension Plan
                  under Code Section 402(h)(1)(B) and a tax-sheltered annuity
                  under Code Section 403(b)],

           (b)    immediate participation, and

           (c)    full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more than
twenty percent (20%) of the recipient's non-highly compensated work force.

2.8 THRIFT PLANS If the Employer makes an election in the Adoption Agreement to
require Voluntary Contributions to participate in this Plan, the Employer shall
notify


                                       23
<PAGE>   31
each eligible Employee in writing of his or her eligibility for participation at
least 30 days prior to the appropriate Entry Date. The Employee shall indicate
his or her intention to join the Plan by authorizing the Employer to withhold a
percentage of his or her Compensation as provided in the Plan. Such
authorization shall be returned to the Employer at least 10 days prior to the
Employee's Entry Date. The Employee may decline participation by so indicating
on the enrollment form or by failure to return the enrollment form to the
Employer prior to the Employee's Entry Date. If the Employee declines to
participate, such Employee shall be given the opportunity to join the Plan on
the next Entry Date. The taking of a Hardship Withdrawal under the provisions of
paragraph 6.9 will impact the Participant's ability to make these contributions.

                                   ARTICLE III

                             EMPLOYER CONTRIBUTIONS

3.1 AMOUNT The Employer intends to make periodic contributions to the Plan in
accordance with the formula or formulas selected in the Adoption Agreement.
However, the Employees contribution for any Plan Year shall be subject to the
limitations on allocation contained in Article X.

3.2 EXPENSES AND FEES The Employer shall also be authorized to reimburse the
Fund for all expenses and fees incurred in the administration of the Plan or
Trust/Custodial Account and paid out of the assets of the Fund. Such expenses
shall include, but shall not be limited to, fees for professional services,
printing and postage. Brokerage commissions may not be reimbursed.

3.3 RESPONSIBILITY FOR CONTRIBUTIONS Neither the Trustee/Custodian nor the
Sponsor shall be required to determine if the Employer has made a contribution
or if the amount contributed is in accordance with the Adoption Agreement or the
Code. The Employer shall have sole responsibility in this regard. The
Trustee/Custodian shall be accountable sole for contributions actually received
by it, within the limits of Article XI.

3.4 RETURN OF CONTRIBUTIONS Contributions made to the Fund by the employer shall
be irrevocable except as provided below:

         (a)      Any contribution forwarded to the Trustee/Custodian because of
                  a mistake of fact, provided that the contribution is returned
                  to the Employer within one year of the contribution.

         (b)      In the event that the Commissioner of Internal Revenue
                  determines that the Plan is not initially qualified under the
                  Internal Revenue 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.


                                       24
<PAGE>   32
         (c)      Contributions forwarded to the Trustee/Custodian are presumed
                  to be deductible and are conditioned on their deductibility.
                  Contributions which are determined to not be deductible will
                  be returned to the Employer.


                                   ARTICLE IV

                             EMPLOYEE CONTRIBUTIONS

4.1 VOLUNTARY CONTRIBUTIONS An Employee may make Voluntary Contributions to the
Plan established hereunder if so authorized by the Employer in a uniform and
nondiscriminatory manner. Such contributions are subject to the limitations on
Annual Additions and are subject to antidiscrimination testing.

4.2 QUALIFIED VOLUNTARY CONTRIBUTIONS A Participant may no longer make Qualified
Voluntary contributions to the Plan. Amounts already contributed may remain in
the Trust Fund/Custodial Account until distributed to the Participant. Such
amounts will be maintained in a separate account which will be nonforfeitable at
all times. The account will share in the gains and losses of the Trust in the
same manner as described at paragraph 5.4 of the Plan. No part of the Qualified
Voluntary Contribution account will be used to purchase life insurance. Subject
to Article VIII, Joint and Survivor Annuity Requirements (if applicable), the
Participant may withdraw any part of the Qualified Voluntary Contribution
account by making a written application to the Plan Administrator.

4.3 ROLLOVER CONTRIBUTION Unless provided otherwise in the Adoption Agreement, a
Participant may make a Rollover Contribution to any Defined Contribution Plan
established hereunder of all or any part of an amount distributed or
distributable to him or her from a Qualified Deferred Compensation Plan
provided:

         (a)      the amount distributed to the Participant is deposited to the
                  Plan no later than the sixtieth day after such distribution
                  was received by the Participant,

         (b)      the amount distributed is not one of a series of substantially
                  equal periodic payments made for the life (or life expectancy)
                  of the Participant or the joint lives (or joint life
                  expectancies) of the Participant and the Participant's
                  Designated Beneficiary, or for a specified period of ten years
                  or more;

         (c)      the amount distributed is not required under Code Section
                  401(a)(9);

         (d)      if the amount distributed included property such property is
                  rolled over, or if sold the proceeds of such property may be
                  rolled over,


                                       25
<PAGE>   33
         (e)      the amount distributed is not includible in gross income
                  (determined without regard to the exclusion for net unrealized
                  appreciation with respect to employer securities).

In addition, if the Adoption Agreement allows Rollover Contributions, the Plan
will also accept any Eligible Rollover Distribution (as defined at paragraph
1.70) directly to the Plan.

Rollover Contributions, which relate to distributions prior to January 1, 1993,
must be made in accordance with paragraphs (a) through (e) and additionally meet
the requirements of paragraph (f):

         (f)      The distribution from the Qualified Deferred Compensation Plan
                  constituted the Participant's entire interest in such Plan and
                  was distributed within one taxable year to the Participant:

                  (1)      on account of separation from Service, a Plan
                           termination, or in the case of a profit-sharing or
                           stock bonus plan, a complete discontinuance of
                           contributions under such plan within the meaning of
                           Code Section 402(a)(6)(A), or

                  (2)      in one or more distributions which constitute a
                           qualified lump sum distribution within the meaning of
                           Code Section 402(e)(4)(A), determined without
                           reference to subparagraphs (B) and (H).

Such Rollover Contribution may also be made through an individual retirement
account qualified under Code Section 408 where the IRA was used as a conduit
from the Qualified Deferred Compensation Plan, the Rollover Contribution is made
in accordance with the rules provided under paragraphs (a) through (e) and the
Rollover Contribution does not include any regular IRA contributions, or
earnings; thereon, which the Participation may have made to the IRA. Rollover
Contributions, which relate to distributions prior to January 1, 1993, may be
made through an IRA in accordance with paragraphs (a) through (f) and additional
requirements as provided in the previous sentence. The Trustee/Custodian shall
not be held responsible for determining the tax-free status of any Rollover
Contribution made under this Plan.

4.4 TRANSFER CONTRIBUTION Unless provided otherwise in the Adoption Agreement a
Participant may, subject to the provisions of paragraph 4.5, also arrange for
the direct transfer of his or her benefit from a Qualified Deferred Compensation
Plan to this Plan. For accounting and record keeping purposes, Transfer
Contributions shall be treated in the same manner as Rollover Contributions.

In the event the Employer accepts a Transfer Contribution from a Plan in which
the Employee was directing the investments of his or her account, the Employer
may continue to permit the Employee to direct his or her investments in
accordance with paragraph 13.7 with respect only to such Transfer Contribution.
Notwithstanding the


                                       26
<PAGE>   34
above, the Employer may refuse to accept such Transfer Contributions.

4.5 EMPLOYER APPROVAL OF TRANSFER CONTRIBUTIONS The Employer maintaining a
Safe-Harbor Profit-Sharing Plan in accordance with the provisions of paragraph
8.7, acting in a nondiscriminatory manner, may in its sole discretion refuse to
allow Transfer Contributions to its profit-sharing plan, if such contributions
are directly or indirectly being transferred from a defined benefit plan, a
money purchase pension plan (including a target benefit plan), a stock bonus
plan, or another profit-sharing plan which would otherwise provide for a life
annuity form of payment to the Participant.

4.6 ELECTIVE DEFERRALS A Participant may enter into a Salary Savings Agreement
with the Employer authorizing the Employer to withhold a portion of such
Participant's Compensation not to exceed $7,000 per calendar year as adjusted
under Code Section 415(d) or, if lesser, the percentage of Compensation
specified in the Adoption Agreement and to deposit such amount to the Plan. No
Participant shall be permitted to have Elective Deferrals made under this Plan
or any other qualified plan maintained by the Employer, during any taxable year,
in excess of the dollar limitation contained in Code Section 402(g) in effect at
the beginning of such taxable year. Thus, the $7,000 limit may be reduced if a
Participant contributes pre-tax contributions to qualified plans of this or
other Employers. Any such contribution shall be credited to the Employee's
Salary Savings Account. Unless otherwise specified in the Adoption Agreement, a
Participant may amend his or her Salary Savings Agreement to increase, decrease
or terminate the percentage upon 30 days written notice to the Employer. If a
Participant terminates his or her agreement, such Participant shall not be
permitted to put a new Salary Savings Agreement into effect until the first pay
period in the next Plan Year, unless otherwise stated in the Adoption Agreement.
The Employer may also amend or terminate said agreement on written notice to the
Participant. If a Participant has not authorized the Employer to withhold at the
maximum rate and desires to increase the total withheld for a Plan Year, such
Participant may authorize the Employer upon 30 days notice to withhold a
supplemental amount up to 100% of his or her Compensation for one or more pay
periods. In no event may the sum of the amounts withheld under the Salary
Savings Agreement plus the supplemental withholding exceed 25% of a
Participant's Compensation for a Plan Year. The Employer may also recharacterize
as after-tax Voluntary Contributions all or any portion of amounts previously
withheld under any Salary Savings Agreement within the Plan Year as provided for
at paragraph 10.9. This may be done to insure that the Plan will meet one of the
antidiscrimination tests under Code Section 401(k). Elective Deferrals shall be
deposited in the Trust within 30 days after being withheld from the
Participant's pay.

4.7 REQUIRED VOLUNTARY CONTRIBUTIONS If the Employer makes a thrift election in
the Adoption Agreement, each eligible Participant shall be required to make
Voluntary Contributions to the Plan for credit to his or her account as provided
in the Adoption Agreement. Such Voluntary Contributions shall be withheld from
the Employee's Compensation and shall be transmitted by the Employer to the
Trustee/Custodian as agreed between the Employer and Trustee/Custodian. A
Participant may discontinue participation or change his or her Voluntary
Contribution percentage by so advising the Employer at least 10 days prior to
the date on which such discontinuance or change is to be effective. If a
Participant discontinues his or her Voluntary Contributions, such


                                       27
<PAGE>   35
Participant may not again authorize Voluntary Contributions for a period of one
year from the date of discontinuance. A Participant may voluntarily change his
or her Voluntary Contribution percentage once during any Plan Year and may also
agree to have a reduction in his or her contribution, if required to satisfy the
requirements of the ACP test.

4.8 DIRECT ROLLOVER OF BENEFITS Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Participant's election under this
paragraph, for distributions made on or after January 1, 1993, a Participant may
elect, at the time and in the manner prescribed by the Plan Administrator, to
have any portion of an eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Participant in a Direct Rollover. Any
portion of a distribution which is not paid directly to an Eligible Retirement
Plan shall be distributed to the Participant. For purposes of this paragraph, a
Surviving Spouse or a Spouse or former Spouse who is an alternate payee under a
Qualified Domestic Relations Order as defined in Code Section 414(p), will be
permitted to elect to have any Eligible Rollover Distribution paid directly to
an individual retirement account (IRA) or an individual retirement annuity
(IRA).

The plan provisions otherwise applicable to distributions continue to apply to
Rollover and Transfer Contributions.

                                    ARTICLE V

                              PARTICIPANT ACCOUNTS

5.1 SEPARATE ACCOUNTS The Employer shall establish a separate bookkeeping
account for each Participant showing the total value of his or her interest in
the Fund. Each Participant's account shall be separated for bookkeeping purposes
into the following sub-accounts:

         (a)      Employer contributions.

                  (1)      Matching Contributions.

                  (2)      Qualified Matching Contributions.

                  (3)      Qualified Non-Elective Contributions.

                  (4)      Discretionary Contributions

                  (5)      Elective Deferrals.

         (b)      Voluntary Contributions (and additional amounts including
                  required contributions and, if applicable, either repayments
                  of loans previously defaulted on and treated as "deemed
                  distributions" on which a tax report has been issued, and
                  amounts paid out upon a separation from service which have
                  been included in income and which are repaid after being
                  re-hired by the Employer).


                                       28
<PAGE>   36
         (c)      Qualified Voluntary Contributions (if the Plan previously
                  accepted these).

         (d)      Rollover Contributions and Transfer Contributions.

5.2 ADJUSTMENTS TO PARTICIPANT ACCOUNTS As of each Valuation Date of the Plan,
the Employer shall add to each account:

         (a)      the Participant's share of the Employer's contribution and
                  forfeitures as determined in the Adoption Agreement,

         (b)      any Elective Deferrals, Voluntary, Rollover or Transfer
                  Contributions made by the Participant,

         (c)      any repayment of amounts previously paid out to a Participant
                  upon a separation from Service and repaid by the Participant
                  since the last Valuation Date, and

         (d)      the Participant's proportionate share of any investment
                  earnings and increase in the fair market value of the Fund
                  since the last Valuation Date, as determined at paragraph 5.4.

The Employer shall deduct from each account:

         (e)      any withdrawal or payments made from the Participant's account
                  since the last Valuation Date, and

         (f)      the Participant's proportionate share of any decrease in the
                  fair market value of the Fund since the last Valuation Date,
                  as determined at paragraph 5.4.

5.3 ALLOCATING EMPLOYER CONTRIBUTIONS The Employer's contribution shall be
allocated to Participants in accordance with the allocation formula selected by
the Employer in the Adoption Agreement, and the minimum contribution and
allocation Requirements for Top-Heavy Plans. Beginning with the 1990 Plan Year
and thereafter, for plans on Standardized Adoption Agreement 001, Participants
who are credited with more than 500 Hours of Service or are employed on the last
day of the Plan Year must receive a full allocation of Employer contributions,
in Nonstandardized Adoption Agreement 002, Employer contributions shall be
allocated to the accounts of Participants employed by the Employer on the last
day of the Plan Year unless indicated otherwise in the Adoption Agreement. In
the case of a non-Top-Heavy, Nonstandardized Plan, Participants must also have
completed a Year of Service unless otherwise specified in the Adoption
Agreement. For Nonstandardized Adoption Agreement 002, the Employer may only
apply the last day of the Plan Year and Year of Service requirements if the Plan
satisfies the requirement of Code Sections 401(a)(26) and 410(b) and the
regulations thereunder including the exception for 401(k) plans. If, when
applying the last day and Year of Service requirements, the Plan fails to
satisfy the aforementioned requirement additional Participants will be eligible
to receive an allocation of Employer Contributions


                                       29
<PAGE>   37
until the requirements are satisfied. Participants who are credited with a Year
of Service, but not employed at Plan Year end, are the first category of
additional Participant eligible to receive an allocation. If the requirements
are still not satisfied, Participants credited with more than 500 Hours of
Service and employed at Plan Year end are the next category of Participants
eligible to receive an allocation. Finally, if necessary to satisfy the said
requirements, any Participant credited with more than 500 Hours of Service will
be eligible for an allocation of Employer Contributions. The Service requirement
is not applicable with respect to any Plan Year during which the Employer's Plan
is Top-Heavy.

5.4 ALLOCATING INVESTMENT EARNINGS AND LOSSES A Participant's share of
investment earnings and any increase or decrease in the fair market value of the
Fund shall be based on the proportionate value of all active accounts (other
than accounts with segregated investments) as of the last Valuation Date less
withdrawal since the last Valuation Date. If Employer contributions are made
monthly, quarterly, or on some other systematic basis, the adjusted value of
such accounts for allocation of investment income and gains or losses may
include one-half the Employer contributions for such period. If Employer
contributions are not made on a systematic basis, it is assumed that they are
made at the end of the valuation period and therefore will not receive an
allocation of investment earnings and gains or losses for such period. Account
balances not yet forfeited shall receive an allocation of earnings and/or
losses. Accounts with segregated investments shall receive only the income or
loss on such segregated investments.

Alternatively, at the Plan Administrator's option, all Employer contributions
will be credited with an allocation of the actual investment earnings and gains
and losses from the actual date of deposit of each such contribution until the
end of the period. Accounts with segregated investments shall receive only the
income or loss on such segregated investments. In no event shall the selection
of a method of allocating gains and losses be used to discriminate in favor of
the Highly Compensated Employees.

At the Plan Administrator's discretion and if so established in the
administrative procedures of the Plan, the Plan Administrator may prescribe the
method of allocating investment earnings and gains and losses based on the
specific type of investment option available under the Plan. In establishing
such an administrative procedure, the Plan Administrator is limited to the two
above referenced methods. The earnings allocation method chosen will apply to
the type of investment in a uniform manner for all Participants investing in
such type of investment under the Plan in a non-discriminatory manner. The
investment options must be specified by name, and the corresponding earnings
allocation formulas defined in the Plan's administrative procedures, if
applicable, or must be designated in an Employer resolution discussing this
administrative procedure of the Plan. In no event shall such designation be used
to discriminate in favor of the Highly Compensated Employees or be altered more
frequently the semi-annually.

5.5 PARTICIPANT STATEMENTS Upon completing the allocations described above for
the Valuation Date coinciding with the end of the Plan Year, the Employer shall
prepare a statement for each Participant showing the additions to and
subtractions from his or her account since the last such statement and the fair
market value of his or


                                       30
<PAGE>   38
her account as of the current Valuation Date. Employers so choosing may prepare
Participant statements for each Valuation Date.


                                   ARTICLE VI

                      RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1 NORMAL RETIREMENT BENEFITS A Participant shall be entitled to receive the
balance held in his or her account from Employer contributions upon attaining
Normal Retirement Age or at such earlier dates as the provisions of this Article
VI may allow. If the Participant elects to continue working past his or her
Normal Retirement Age, he or she will continue as an active Plan Participant and
no distribution shall be made to such Participant until his or her actual
retirement date unless the employer elects otherwise in the Adoption Agreement,
or a minimum distribution is required by law. Settlement shall be made in the
normal form, or if elected, in one of the optional forms of payment provided
below.

6.2 EARLY RETIREMENT BENEFITS If the Employer so provides in the Adoption
Agreement, an Early Retirement Benefit will be available to individuals who meet
the age and Service requirements. An individual who meets the Early Retirement
Age requirements and separates from Service, will become fully vested,
regardless of any vesting schedule which otherwise might apply. If a Participant
separates from Service before satisfying the age requirements, but after having
satisfied the Service requirement, the Participant will be entitled to elect an
Early Retirement benefit upon satisfaction of the age requirement.

6.3 BENEFITS ON TERMINATION OF EMPLOYMENT

         (a)      If a Participant terminates employment prior to Normal
                  Retirement Age, such Participant shall be entitled to receive
                  the vested balance held in his or her account payable at
                  Normal Retirement Age in the normal form, or if elected, in
                  one of the optional forms of payment provided hereunder. If
                  applicable, the Early Retirement Benefit provisions may be
                  elected. Notwithstanding the preceding sentence, a former
                  Participant may, if allowed in the Adoption Agreement, make
                  application to the Employer requesting early payment of any
                  deferred, vested and nonforfeitable benefit due.

         (b)      If a Participant terminates employment, and the value of that
                  Participant's Vested Account Balance derived from Employer and
                  Employee contributions is not greater than $3,500, the
                  Participant may receive a lump sum distribution of the value
                  of the entire vested portion of such account balance and the
                  non-vested portion will be treated as a forfeiture. The
                  Employer shall continue to follow their consistent policy, as
                  may be established, regarding immediate cash-outs of Vested
                  Account Balances of $3,500 or less.


                                       31
<PAGE>   39
                  For purposes of this Article, if the value of a Participant
                  Vested Account Balance is zero, the Participant shall be
                  deemed to have received a distribution of such Vested Account
                  Balance immediately following termination. Likewise, if the
                  Participant is reemployed prior to incurring 5 consecutive
                  1-year Breaks in Service they will be deemed to have
                  immediately repaid such distribution. For Plan Years beginning
                  prior to 1989, a Participant's Vested Account Balance shall
                  not include Qualified Voluntary Contributions. Notwithstanding
                  the above, if the Employer maintains or has maintained a
                  policy of not distributing any amounts until the Participant's
                  Normal Retirement Age, the Employer can continue to uniformly
                  apply such policy.

         (c)      If a Participant terminates employment with a Vested Account
                  Balance derived from Employer and Employee contributions in
                  excess of $3,500, and elects (with his or her Spouse's
                  consent, if required) to receive 100% of the value of his or
                  her Vested Account Balance in a lump sum, the non-vested
                  portion will be treated as a forfeiture. The Participant (and
                  his or her Spouse, if required) must consent to any
                  distribution, when the Vested Account Balance described above
                  exceeds $3,500 or if at the time of any prior distribution it
                  exceeded $3,500. For purposes of this paragraph, for Plan
                  Years beginning prior to 1989, a Participant's Vested Account
                  Balance shall not include Qualified Voluntary Contributions.

         (d)      Distribution of less than 100% of the Participant's Vested
                  Account Balance shall only be permitted if the Participant is
                  fully vested upon termination of employment.

         (e)      If a Participant who is not 100% vested receives or is deemed
                  to receive a distribution pursuant to this paragraph and
                  resumes employment covered under this Plan, the Participant
                  shall have the right to repay to the Plan the full amount of
                  the distribution attributable to Employer contributions on or
                  before the earlier of the date that the Participant incurs 5
                  consecutive 1-year Breaks in Service following the date of
                  distribution or five years after the first date on which the
                  Participant is subsequently reemployed. In such event, the
                  Participant's account shall be restored to the value thereof
                  at the time the distribution was made and may further be
                  increased by the Plan's income and investment gains and/or
                  losses on the undistributed amount from the date of
                  distribution to the date of repayment.

         (f)      A Participant shall also have the option, to postpone payment
                  of his or her Plan benefits until the first day of April
                  following the calendar year in which he or she attains age
                  70-1/2. Any balance of a Participant's account resulting from
                  his or her Employee


                                       32
<PAGE>   40
                  contributions not previously withdrawn, if any, may be
                  withdrawn by the Participant immediately following separation
                  from Service.

         (g)      If a Participant ceases to be an active Employee as a result
                  of a Disability as defined at paragraph 1.21, such Participant
                  shall be able to make an application for a disability
                  retirement benefit payment. The Participant's account balance
                  will be deemed "immediately distributable" as set forth in
                  paragraph 6.4, and will be fully vested pursuant to paragraph
                  9.2.

6.4  RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

         (a)      An account balance is immediately distributable if any part of
                  the account balance could be distributed to the Participant
                  (or Surviving Spouse) before the Participant attains (or would
                  have attained if not deceased) the later of the Normal
                  Retirement Age or age 62.

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

         (c)      Notwithstanding the foregoing, only the Participant need
                  consent to the commencement of a distribution in the form of
                  qualified Joint and Survivor Annuity while the account balance
                  is immediately distributable. Furthermore, if payment in the
                  form of a Qualified Joint and Survivor Annuity is not required
                  with respect to the Participant pursuant to paragraph 8.7 of
                  the Plan, only the Participant need consent to the
                  distribution of an account balance that is immediately
                  distributable. Neither the consent of the Participant nor the
                  Participant's Spouse shall be required to the extent that a
                  distribution is required to satisfy Code Section 401(a)(9) or
                  Code Section 415. In addition, upon termination of


                                       33
<PAGE>   41
                  this Plan if the Plan does not offer an annuity option
                  (purchased from a commercial provider), the Participant's
                  account balance may, without the Participant's consent, be
                  distributed to the Participant or transferred to another
                  Defined Contribution Plan [other than an employee stock
                  ownership plan as defined in Code Section 4975(e)(7)] within
                  the same controlled group.

         (d)      For purposes of determining the applicability of the foregoing
                  consent requirements to distributions made before the first
                  day of the first Plan Year beginning after 1998, the
                  Participant's Vested Account Balance shall not include amounts
                  attributable to Qualified Voluntary Contributions.

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

                  (1)      the Participant is clearly informed of his or her
                           right to a period of at least 30 days after receiving
                           the notice to consider the decision of whether or not
                           to elect a distribution (and, if applicable, a
                           particular distribution option), and

                  (2)      the Participant, after receiving the notice,
                           affirmatively elects to receive a distribution.

6.5 NORMAL FORM OF PAYMENT The normal form of payment for a profit-sharing plan
satisfying the requirements of paragraph 8.7 hereof shall be a lump sum with no
option for annuity payments. For all other plans, the normal form of payment
hereunder shall be a Qualified Joint and Survivor Annuity as provided under
Article VIII. A Participant whose Vested Account Balance derived from Employer
and Employee contributions exceeds $3,500, or if at the time of any prior
distribution it exceeded $3,500, shall (with the consent of his or her Spouse)
have the right to receive his or her benefit in a lump sum or in monthly,
quarterly, semi-annual or annual payments from the Fund over any period not
extending beyond the life expectancy of the Participant and his or her
Beneficiary. For purposes of this paragraph, for Plan Years prior to 1989, a
Participant's Vested Account Balance shall not include Qualified Voluntary
Contributions. The normal form of payment shall be automatic, unless the
Participant files a written request with the Employer prior to the date on which
the benefit is automatically payable, electing a lump sum or installment payment
option. No amendment to the Plan may eliminate one of the optional distribution
forms listed above.

6.6  COMMENCEMENT OF BENEFITS

         (a)      Unless the Participant elects otherwise, distribution of
                  benefits will begin no later than the 60th day after the close
                  of the Plan Year in which the latest of the following events
                  occurs:


                                       34
<PAGE>   42
                  (1)      the Participant attains age 65 (or normal retirement
                           age if earlier),

                  (2)      the 10th anniversary of the year in which the
                           Participant commenced participation in the Plan, or

                  (3)      the Participant terminates Service with the Employer.

         (b)      Notwithstanding the foregoing, the failure of a Participant
                  and Spouse (if necessary) to consent to a distribution while a
                  benefit is immediately distributable, within the meaning of
                  paragraph 6.4 hereof, shall be deemed an election to defer
                  commencement of payment of any benefit sufficient to satisfy
                  this paragraph.

6.7 CLAIMS PROCEDURES Upon retirement, death, or other severance of employment,
the Participant or his or her representative may make application to the
Employer requesting payment of benefits due and the manner of payment. If no
application for benefits is made, the Employer shall automatically pay any
vested benefit due hereunder in the normal form at the time prescribed at
paragraph 6.4. If an application for benefits is made, the Employer shall
accept, reject, or modify such request and shall notify the Participant in
writing setting forth the response of the Employer and in the case of a denial
or modification the Employer shall:

         (a)      state the specific reason or reasons for the denial,

         (b)      provide specific reference to pertinent Plan provisions on
                  which the denial is based,

         (c)      provide a description of any additional material or
                  information necessary for the Participant or his
                  representative to perfect the claim and an explanation of why
                  such material or information is necessary, and

         (d)      explain the Plan's claim review procedure as contained in this
                  Plan.

In the event the request is rejected or modified, the Participant or his or her
representative may within 60 days following receipt by the Participant or
representative of such rejection or modification, submit a written request for
review by the Employer of its initial decision. Within 60 days following such
request for review, the Employer shall render its final decision in writing to
the Participant or representative stating specific reasons for such decision. If
the Participant or representative is not satisfied with the Employer's final
decision, the Participant or representative can institute an action in a federal
court of competent jurisdiction; for this purpose, process would be served on
the Employer.


                                       35
<PAGE>   43
6.8 IN-SERVICE WITHDRAWALS An Employee may withdraw all or any part of the fair
market value of his or her Mandatory Contributions, Voluntary Contributions,
Qualified Voluntary Contributions, or Rollover Contributions, upon written
request to the Employer. Transfer Contributions, which originate from a Plan
meeting the safe-harbor provisions of paragraph 8.7, may also be withdrawn by an
Employee upon written request to the Employer. Transfer Contributions not
meeting the safe-harbor provisions may only be withdrawn upon retirement, death,
Disability, termination or termination of the Plan, and will be subject to
Spousal consent requirements contained in Code Sections 411(a)(11) and 417. No
such withdrawals are permitted from a money purchase plan until the participant
reaches Normal Retirement Age. Such request shall include the Participant's
address, social security number, birthdate, and amount of the withdrawal. If at
the time a distribution of Qualified Voluntary Contributions is received the
Participant has not attained age 59-1/2 and is not disabled, as defined at Code
Section 22(e)(3), the Participant will be subject to a federal income tax
penalty, unless the distribution is rolled over to a qualified plan or
individual retirement plan within 60 days of the date of distribution. A
Participant may withdraw all or any part of the fair market value of his or her
pre-1987 Voluntary Contributions with or without withdrawing the earnings
attributed thereto. Post-1986 Voluntary Contributions may only be withdrawn
along with a portion of the earnings thereon. The amount of the earnings to be
withdrawn is determined by using the formula: DA[1-(V / V + E)], where DA is the
distribution amount, V is the amount of Voluntary Contributions and V + E is the
amount of Voluntary Contributions plus the earnings attributable thereto. A
Participant withdrawing his or her other contributions prior to attaining age
59-1/2, will be subject to a federal tax penalty to the extent that the
withdrawn amounts are includible in income. The Employer may provide in the
Adoption Agreement, that certain Participants in profit-sharing plans may
withdraw all or any part of the fair market value of any of such contributions,
plus the investment earnings thereon, without separation from Service. Such
distributions shall not be eligible for redeposit to the Fund. A withdrawal
under this paragraph shall not prohibit such Participant from sharing in any
future Employer Contribution he or she would otherwise be eligible to share in.
A request to withdraw amounts pursuant to this paragraph must if applicable, be
consented to by the Participant's Spouse. The consent shall comply with the
requirements of paragraph 6.4 relating to immediate distributions.

Elective Deferrals, Qualified Non-elective Contributions, and Qualified Matching
Contributions, and income allocable to each are not distributable to a
Participant or his or her Beneficiary or Beneficiaries, in accordance with such
Participant's or Beneficiary's or Beneficiaries' election, earlier than upon
separation from Service, death, or Disability. Such amounts may also be
distributed upon:

         (a)      Termination of the Plan without the establishment of another
                  Defined Contribution Plan.

         (b)      The disposition by a corporation to an unrelated corporation
                  of substantially all of the assets [within the meaning of Code
                  Section 409(d)(2)] 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


                                       36
<PAGE>   44
                  corporation acquiring such assets.

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

         (d)      The attainment of age 59-1/2.

         (e)      The Hardship of the Participant as described in paragraph 6.9.

All distributions that may be made pursuant to one or more of the foregoing
distributable events are subject to the Spousal and Participant consent
requirements, if applicable, contained in Code Sections 401(a)(11) and 417.

6.9 HARDSHIP WITHDRAWAL If permitted by the Trustee/Custodian and the Employer
in the Adoption Agreement, a Participant may request a Hardship withdrawal prior
to attaining age 59-1/2. If the Participant has not attained age 59-1/2, the
Participant may be subject to a federal income tax penalty. Such request shall
be in writing to the Employer who shall have sole authority to authorize a
Hardship withdrawal, pursuant to the rules below. Hardship withdrawals may
include Elective Deferrals regardless of when contributed and any earnings
accrued and credited thereon as of the last day of the Plan Year ending before
July 1, 1989 and Employer related contributions, including but not limited to
Employer Matching Contributions, plus the investment earnings thereon to the
extent vested. Qualified Matching Contributions, Qualified Non-Elective
Contributions and Elective Deferrals reclassified as Voluntary Contributions
plus the investment earnings thereon are only available for Hardship withdrawal
prior to age 59-1/2 to the extent that they were credited to the Participant's
Account as of the last day of the Plan Year ending prior to July 1, 1989. The
Plan Administrator may limit withdrawals to Elective Deferrals and the earnings
thereon as stipulated above. Hardship withdrawals are subject to the Spousal
consent requirements contained in Code Sections 401(a)(11) and 417. Only the
following reasons are valid to obtain Hardship withdrawal:

         (a)      medical expenses [within the meaning of Code section 213(d)]
                  incurred or necessary for the medical care of the Participant,
                  his or her spouse, children and other dependents,

         (b)      the purchase (excluding mortgage payments) of the principal
                  residence for the Participant,

         (c)      payment of tuition and related educational expenses for the
                  next twelve (12) months of post-secondary education for the
                  Participant, his or her Spouse, children or other dependents,
                  or

         (d)      the need to prevent eviction of the Employee from or a
                  foreclosure on the mortgage of the Employee's principal
                  residence.


                                       37
<PAGE>   45
Furthermore, the following conditions must be met in order for a withdrawal to
be authorized:

         (e)      the Participant has obtained all distributions other than
                  hardship distributions, and all nontaxable loans under all
                  plans maintained by the Employer

         (f)      all plans maintained by the Employer, other than flexible
                  benefit plans under Code Section 125 providing for current
                  benefits, provide that the Employee's Elective Deferrals and
                  Voluntary Contributions will be suspended for twelve months
                  after receipt of the Hardship distribution,

         (g)      the distribution is not in excess of the amount of the
                  immediate and heavy financial need [(a) through (d) above],
                  including amounts necessary, to pay any federal, state or
                  local income tax or penalties reasonably anticipated to result
                  from the distribution, and

         (h)      all plans maintained by the Employer that an Employee may not
                  make Elective Deferrals for the Employee's taxable year
                  immediately following the taxable year of the Hardship
                  distribution in excess of the applicable limit under Code
                  Section 402(g) for such taxable year, less the amount of such
                  Employee's pre-tax contributions for the taxable year of the
                  Hardship distribution.

If a distribution is made at a time when a Participant has a nonforfeitable
right to less than 100% of the account balance derived from Employer
contributions and the Participant may increase the nonforfeitable percentage in
the account:

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

         (b)      At any relevant time the Participant's nonforfeitable portion
                  of the separate account will be equal to an amount ("X")
                  determined by the formula:

                          X = P[AB + (R X D)] - (R X D)

For purposes of applying the formula: "P" is the nonforfeitable percentage at
the relevant time, "AB" is the account balance at the relevant time, "D" is the
amount of the distribution and "R" is the ratio of the account balance at the
relevant time to the account balance after distribution.


                                       38
<PAGE>   46
                                   ARTICLE VII

                           DISTRIBUTIONS REQUIREMENTS

7.1 JOINT AND SURVIVOR ANNUITY REQUIREMENTS All distributions made under the
terms of the Plan must comply with the provisions of Article VIII including, if
applicable, the safe harbor provisions thereunder.

7.2 MINIMUM DISTRIBUTION REQUIREMENTS All distributions required under this
Article shall be determined and made in accordance with the minimum distribution
requirements of Code Section 401(a)(9) and the regulations thereunder, including
the minimum distribution incidental benefit rules found at Regulations Section
1.401(a)(9)-2. The entire interest of a Participant must be distributed or begin
to be distributed no later than the Participant's Required Beginning Date. Life
expectancy and joint and last survivor life expectancy are computed by using the
expected return multiples found in Tables V and VI of Regulations Section
1.72-9.

7.3 LIMITS ON DISTRIBUTION PERIODS As of the first Distribution Calendar Year,
distributions if not made in a single-sum, may only be made over one of the
following periods (or a combination thereof):

         (a)      the life of the Participant,

         (b)      the life the Participant and a Designated Beneficiary,

         (c)      a period certain not extending beyond the life expectancy of
                  the Participant, or

         (d)      a period certain not extending beyond the joint and last
                  survivor expectancy of the Participant and a designated
                  beneficiary

7.4  REQUIRED DISTRIBUTION ON OR AFTER THE REQUIRED BEGINNING DATE

         (a)      if a Participant's benefit is to be distributed over (1) a
                  period not extending beyond the life expectancy of the
                  Participant or the joint life and last survivor expectancy of
                  the Participant and the Participant's Designated Beneficiary
                  or (2) a period not extending beyond the life expectancy of
                  the Designated Beneficiary, the amount required to be
                  distributed for each calendar year beginning with
                  distributions for the First Distribution Calendar Year, must
                  at least equal the quotient obtained by dividing the
                  Participant's benefits by the Applicable Life Expectancy.

         (b)      For calendar years beginning before 1989, if the Participant's
                  Spouse is not the Designated Beneficiary, the method of
                  distribution selected must have assured that at least 50% of
                  the Present Value of the amount available for distribution was
                  to be paid within the life expectancy of the Participant.


                                       39
<PAGE>   47
         (c)      For calendar years beginning after 1988, the amount to be
                  distributed each year, beginning with distributions for the
                  First Distribution Calendar Year shall not be less than the
                  quotient obtained by dividing the Participant's benefit by the
                  lesser of (1) the Applicable Life Expectancy or (2) if the
                  Participant's Spouse is not the Designated Beneficiary, the
                  applicable divisor determined from the table set forth in
                  Q&A-4 of Regulations Section 1.401(a)(9)-2. Distributions
                  after the death of the Participant shall be distributed using
                  the Applicable Life Expectancy as the relevant divisor without
                  regard to Regulations Section 1.401(a)(9)-2.

         (d)      The minimum distribution required for the Participant's First
                  Distribution Calendar Year must be made on or before the
                  Participant's Required Beginning Date. The minimum
                  distribution for other calendar years, including the minimum
                  distribution for the Distribution Calendar Year in which the
                  Participant's Required Beginning Date occurs, must be made on
                  or before December 31 of that Distribution Calendar Year.

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

         (f)      For purposes of determining the amount of the required
                  distribution for each Distribution Calendar Year, the account
                  balance to be used is the account balance determined as of the
                  last evaluation preceding the Distribution Calendar Year. This
                  balance will be increased by the amount of any contributions
                  or forfeitures allocated to the account balance after the
                  valuation date in such preceding calendar year. Such balance
                  will also be decreased by distributions made after the
                  Valuation Date in such preceding Calendar Year.

         (g)      For purposes of subparagraph 7.4(f), 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.

 7.5 REQUIRED BEGINNING DATE

         (a)      General Rule. The Required Beginning Date of a Participant is
                  the first day of April of the calendar year following the
                  calendar year in which the Participant attains age 70-1/2.


                                       40
<PAGE>   48
         (b)      Transitional Rules. The Required Beginning Date of a
                  Participant who attains age 70-1/2 before 1988, shall be
                  determined in accordance with (1) or (2) below:

                  (1)      Non-5-percent owners. The Required Beginning Date of
                           a Participant who is not a 5-percent owner is the
                           first day of April of the calendar year following the
                           calendar year in which the later of retirement or
                           attainment of age 70-1/2 occurs. In the case of a
                           Participant which is not a 5 percent owner who
                           attains age 70-1/2 during 1988 and who has not
                           retired as of January 1, 1989, the Required Beginning
                           Date is April 1, 1990.

                  (2)      5-percent owners. The Required Beginning Date of a
                           Participant who is a 5-percent owner during any year
                           beginning after 1979, is the first day of April
                           following the later of:

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

                           (ii)     the earlier of the calendar year with or
                                    within which ends the plan year in which the
                                    Participant becomes a 5-percent owner, or
                                    the calendar year in which the Participant
                                    retires.

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

         (d)      Once distributions have begun to a 5-percent owner under this
                  paragraph they must continue to be distributed, even if the
                  Participant ceases to be a 5-percent owner in a subsequent
                  year.

 7.6 TRANSITIONAL RULE

         (a)      Notwithstanding the other requirement of this Article and
                  subject to the requirements of Article VIII, Joint and
                  Survivor Annuity Requirements, distribution on behalf of any
                  Employee, including a 5-percent owner, may be made in
                  accordance with all of the following requirements (regardless
                  of when such distribution commences):


                                       41
<PAGE>   49
                  (1)      The distribution by the Trust is one which would not
                           have disqualified such Trust under Code Section
                           401(a)(9) as in effect prior to amendment by the
                           Deficit Reduction Act of 1984.

                  (2)      The distribution is in accordance with a method of
                           distribution designated by the Employee whose
                           interest in the Trust is being distributed or, if the
                           Trust is being distributed or, if the Employee is
                           deceased, by a beneficiary of such Employee.

                  (3)      Such designation was in writing, was signed by the
                           Employee or the beneficiary, and was made before
                           1984.

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

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

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

         (c)      For any distribution which commences before 1984, but
                  continues after 1983, the Employee or the beneficiary, to whom
                  such distribution is being made, will be presumed to have
                  designated the method of distribution under which the
                  distribution is being made if the method of distribution was
                  specified in writing and the distribution satisfies the
                  requirements in subparagraphs (a)(1) and (5) above.

         (d)      If a designation is revoked, any subsequent distribution must
                  satisfy the requirements of Code Section 401(a)(9) and the
                  regulations thereunder. If a designation is revoked subsequent
                  to the date distributions are required to begin, the Trust
                  must distribute by the end of the calendar year following the
                  calendar year in which the revocation occurs the total amount
                  not yet distributed which would have been required to have
                  been distributed to satisfy Code Section 401(a)(9) and the
                  regulations thereunder, but for the section 242(b)(2) election
                  of the Tax Equity and Fiscal Responsibility Act


                                       42
<PAGE>   50
                  of 1982. For calendar years beginning after 1988, such
                  distributions must meet the minimum distribution incidental
                  benefit requirements in section 1.401(a)(9)-2 of the Income
                  Tax Regulations. Any changes in the designation will be
                  considered to be a revocation of the designation. However, the
                  mere substitution or addition of another beneficiary (one not
                  named in the designation) under the designation will not be
                  considered to be a revocation of the designation, so long as
                  such substitution or addition does not alter the period over
                  which distributions are to be made under the designation,
                  directly or indirectly (for example, by altering the relevant
                  measuring life). In the case in which an amount is transferred
                  or rolled over from one plan to another plan, the rules in Q&A
                  J-2 and Q&A J-3 of the regulations shall apply.

7.7 DESIGNATION OF BENEFICIARY FOR DEATH BENEFIT Each Participant shall file a
written designation of beneficiary with the Employer upon qualifying for
participation in this Plan. Such designation shall remain in force until revoked
by the Participant by filing a new beneficiary form with the Employer. The
Participant may elect to have a portion of his or her account balance invested
in an insurance contract. If an insurance contract is purchased under the Plan,
the Trustee must be named as Beneficiary under the terms of the contract.
However, the Participant shall designate a Beneficiary to receive the proceeds
of the contract after settlement is received by the Trustee. Under a
profit-sharing plan satisfying the requirements of paragraph 8.7, the Designated
Beneficiary shall be the Participant's Surviving Spouse, if any, unless such
Spouse properly consents otherwise.

7.8 NONEXISTENCE OF BENEFICIARY Any portion of the amount payable hereunder
which is not disposed of because of the Participant's or former Participant's
failure to designate a beneficiary, or because all the Designated Beneficiaries
predeceased the Participant, shall be paid to his or her Spouse. If the
Participant had no Spouse at the time of death, payment shall be made to the
personal representative of his or her estate in a lump sum.

7.9 DISTRIBUTION BEGINNING BEFORE DEATH If the Participant dies after
distribution of his or her interest has begun, the remaining portion of such
interest will continue to be distributed at least as rapidly as under the method
of distribution being used prior to the Participant's death.

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

           (a)      If any portion of the Participant's interest is payable to a
                    Designated Beneficiary, distributions may be made over the
                    life or over a period certain not greater than the life
                    expectancy of the Designated Beneficiary commencing on or
                    before December 31


                                       43
<PAGE>   51
                    of the calendar year immediately following the calendar year
                    in which the Participant died;

           (b)      If the Designated Beneficiary is the Participant's surviving
                    Spouse, the date distributions are required to begin in
                    accordance with (a) above shall no be earlier than the later
                    of (1) December 31 of the calendar year immediately
                    following the calendar year in which the participant died or
                    (2) December 31 of the calendar year in which the
                    Participant would have attained age 70-1/2 .

If the Participant has not made an election pursuant to this paragraph 7.10 by
the time of his or her death, the Participant's Designated Beneficiary must
elect the method of distribution no later than the earlier of (1) December 31 of
the calendar year in which distributions would be required to begin under this
section, or (2) December 31 of the calendar year which contains the fifth
anniversary of the date of death of the participant. If the Participant has no
Designated Beneficiary, or if the Designated Beneficiary does not elect a method
of distribution, then distribution of the Participant's entire interest must be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participant's death.

For purposes of this paragraph if the Surviving Spouse dies after the
Participant, but before payments to such Spouse begin, the provisions of this
paragraph with the exception of paragraph (b) therein, shall be applied as if
the Surviving Spouse were the Participant. For the purposes of this paragraph
and paragraph 7.9, distribution of a Participant's interest is considered to
begin on the Participant's Required Beginning Date (or, if the preceding
sentence is applicable, the date distribution is required to begin to the
Surviving Spouse). If distribution in the form of an annuity described in
paragraph 7.4(e) irrevocably commences to the Participant before the Required
Beginning Date, the date distribution is considered to begin is the date
distribution actually commences.

For purposes of paragraph 7.9 and this paragraph, if an amount is payable to
either a minor or an individual who has been declared incompetent, the benefits
shall be paid to the legally appointed guardian for the benefit of said minor or
incompetent individual, unless the court which appointed the guardian has
ordered otherwise.

7.11     DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

         (a)      Notwithstanding any other provision of the Plan, Excess
                  Elective Deferrals plus any income and minus any loss
                  allocable thereto, shall be distributed no later than April
                  15, 1988, and each April 15 thereafter, to Participants to
                  whose accounts Excess Elective Deferrals were allocated for
                  the preceding taxable year, and who claim Excess Elective
                  Deferrals for such taxable year. Excess Elective Deferrals
                  shall be treated as Annual Additions under the Plan, unless
                  such amounts are distributed no later than the first April
                  15th following the close of the Participant's taxable year. A
                  Participant is deemed to notify the Plan Administrator of any
                  Excess Elective Deferrals that arise by taking into account
                  only


                                       44
<PAGE>   52
                  those Elective Deferrals made to this Plan and any other plans
                  of this Employer.

         (b)      Furthermore, a Participant who participates in another plan
                  allowing Elective Deferrals may assign to this Plan any Excess
                  Elective Deferrals made during a taxable year of the
                  Participant, by notifying the Plan Administrator of the amount
                  of the Excess Elective Deferrals to be assigned. The
                  Participant's claim shall be in writing; shall be submitted to
                  the Plan Administrator not later than March 1 of each year;
                  shall specify the amount of the Participant's Excess Elective
                  Deferrals for the preceding taxable year; and shall be
                  accompanied by the Participant's written statement that if
                  such amounts are not distributed, such Excess Elective
                  Deferrals, when added to amounts deferred under other plans or
                  arrangements described in Code Sections 401(k), 408(k)
                  [Simplified Employee Pensions], or 403(b) [annuity programs
                  for public schools and charitable organizations] will exceed
                  the $7,000 limit as adjusted under Code Section 415(d) imposed
                  on the Participant by Code Section 402(g) for the year in
                  which the deferral occurred.

         (c)      Excess Elective Deferrals shall be adjusted for any income or
                  loss up to the end of the taxable year, during which such
                  excess was deferred. Income or loss will be calculated under
                  the method used to calculate investment earnings and losses
                  elsewhere in the Plan.

         (d)      If the Participant receives a return of his or her Elective
                  Deferrals, the amount of such contributions which are returned
                  must be brought into the Employee's taxable income.

  7.12   DISTRIBUTIONS OF EXCESS CONTRIBUTIONS

         (a)      Notwithstanding any other revision of this Plan, Excess
                  Contributions, plus any income and minus any 1oss allocable
                  thereto, shall be distributed no later than the last day of
                  each Plan year to Participants to whose accounts such Excess
                  Contributions were allocated for the preceding Plan Year. If
                  such excess amounts are distributed more than 2-1/2 months
                  after the last day of the Plan Year in which such excess
                  amounts arose, a ten (10) percent excise tax will be imposed
                  on the Employer maintaining the Plan with respect to such
                  amounts. Such distributions shall be made to Highly
                  Compensated Employees on the basis of the respective portions
                  of the Excess Contributions attributable to each of such
                  Employees. Excess Contributions of Participants who are
                  subject to the Family Member aggregation rules of Code Section
                  414(q)(6) shall be allocated among the Family Member in
                  proportion to the Elective Deferrals (and amounts treated as
                  Elective Deferrals) of each Family Member that is combined to
                  determine the Average Deferral Percentage.


                                       45
<PAGE>   53
         (b)      Excess Contributions (including the amounts recharacterized)
                  shall be treated as Annual Additions under the Plan.

         (c)      Excess Contributions shall be adjusted for any income or loss
                  up to the end of the Plan Year. Income or loss will be
                  calculated under the method used to calculate investment
                  earnings and losses elsewhere in the Plan.

         (d)      Excess Contributions shall be distributed from the
                  Participant's Elective Deferral account and Qualified Matching
                  Contribution account (if applicable) in proportion to the
                  Participant's Executive Deferrals and Qualified Matching
                  Contribution (to the extent used in the ADP test) for the Plan
                  Year. Excess Contribution shall be distributed from the
                  Participant's Qualified Non-Elective Contribution account
                  only to the extent that such Excess Contributions exceed the
                  balance in the Participant's Elective Deferral account and
                  Qualified Matching Contribution account.

7.13 DISTRIBUTION OF EXCESS AGGREGATED CONTRIBUTIONS

         (a)      Notwithstanding any other provision of this Plan, Excess
                  Aggregate Contributions, plus any income and minus any loss
                  allocable thereto, shall be forfeited, if forfeitable, or if
                  not forfeitable, distributed no later than the last day of
                  each Plan Year to Participants to whose accounts such Excess
                  Aggregate Contributions were allocated for the preceding Plan
                  Year. Excess Aggregate Contributions shall be allocated to
                  Participants who are subject to the Family Member aggregation
                  rules of Code Section 414(q)(6) in the manner prescribed by
                  the regulations.

                  If such Excess Aggregate Contributions are distributed more
                  than 2-1/2 months after the last day of the Plan Year in which
                  such excess amounts arose, a ten (10) percent excise tax will
                  be imposed on the Employer maintaining the Plan with respect
                  to those amounts. Excess Aggregate Contributions shall be
                  treated as Annual Additions under the plan.

         (b)      Excess Aggregate Contributions shall be adjusted for any
                  income or loss up to the end of the Plan Year. The income or
                  loss allocable to Excess Aggregate Contributions is the sum of
                  income or loss for the Plan Year allocable to the
                  Participant's Voluntary Contribution account, Matching
                  Contribution account (if any, and if all amounts therein are
                  not used in the ADP test) and, if applicable, Qualified
                  Non-Election Contribution account and Elective Deferral
                  account. Income or loss will be calculated under the method
                  used to calculate investment earnings and losses elsewhere in
                  the Plan.


                                       46
<PAGE>   54
         (c)      Forfeitures of Excess Aggregate Contributions may either be
                  reallocated to the accounts of non-highly Compensated
                  Employees or applied to reduce Employer contributions, as
                  elected by the employer in the Adoption Agreement.

         (d)      Excess Aggregate Contributions shall be forfeited if such
                  amount is not vested. If vested, such excess shall be
                  distributed on a pro-rata basis from the Participant's
                  Voluntary Contribution account (and, if applicable, the
                  Participant's Qualified Non-Elective Contribution account,
                  Matching Contribution account, Qualified Matching Contribution
                  account, or Elective Deferral account, or both).


                                  ARTICLE VIII

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1 APPLICABILITY OF PROVISIONS The provisions of this Article shall apply to
any Participant who is credited with at least one Hour of Service with the
Employer on or after August 23, 1984 and such other Participants as provided in
paragraph 8.8.

8.2 PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY Unless an optional form of
benefit is selected pursuant to a Qualified Election within the 90-day period
ending on the Annuity Starting Date, a married Participant's Vested Account
Balance will be paid in the form of a Qualified Joint and Survivor Annuity and
an unmarried Participant's Vested Account Balance will be paid in the form of a
life annuity. The Participant may elect to have such annuity distributed upon
attainment of the Early Retirement under the Plan.

8.3 PAYMENT OF QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY Unless an optional form
of benefit has been selected within the Election Period pursuant to a Qualified
Election, if a Participant dies before benefits have commenced then the
Participant's Vested Account Balance shall be paid in the form of an annuity for
the life of the Surviving Spouse. The Surviving Spouse may elect to have such
annuity distributed within a reasonable period after the Participant's death.

A Participant who does not meet the age 35 requirement set forth in the Election
Period as of the end of any current Plan Year may make a special qualified
election to waive the qualified Pre-retirement Survivor Annuity for the period
beginning on the date of such election and ending on the first day of the Plan
Year in which the Participant will attain age 35. Such election shall not be
valid unless the Participant receives a written explanation of the Qualified
Pre-retirement Survivor Annuity in such terms as are comparable to the
explanation required under paragraph 8.5. Qualified Pre-retirement Survivor
Annuity coverage will be automatically reinstated as of the first day of the
Plan Year in which the Participant attains age 35. Any new waiver on or after
such date shall be subject to the full requirements of this Article.


                                       47
<PAGE>   55
8.4 QUALIFIED ELECTION A Qualified Election is an election to either waive a
Qualified Joint and Survivor Annuity or a qualified pre-retirement survivor
annuity. Any such election shall not be effective unless:

         (a)      the Participant's Spouse consents in writing to the election;

         (b)      the election designates a specific beneficiary, including any
                  class beneficiaries or any contingent beneficiaries, which may
                  not be changed without spousal consent (or the Spouse
                  expressly permits designations by the Participant without any
                  further spousal consent);

         (c)      the Spouse's consent acknowledges the effect of the election;
                  and

         (d)      the Spouse's consent is witnessed by a Plan representative or
                  notary public.

Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election designates a form of benefit payment
which may not be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further spousal consent). If
it is established to the satisfaction of the Plan Administrator that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified
Election. Any consent by a Spouse obtained under this provision (or
establishment that the consent of a Spouse may not be obtained) shall be
effective only with respect to such Spouse. A consent that permits designations
by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific
beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights. A
revocation of a prior waiver may be made by a Participant without the consent of
the Spouse at any time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under this provision shall
be valid unless the Participant has received notice as provided in paragraphs
8.5 and 8.6 below.

8.5 NOTICE REQUIREMENTS FOR QUALIFIED JOINT AND SURVIVOR ANNUITY In the case of
a Qualified Joint and Survivor Annuity, the Plan Administrator shall, no less
than 30 days and no more than 90 days prior to the Annuity Starting date,
provide each Participant a written explanation of:

         (a)      the terms and conditions of a Qualified Joint and Survivor
                  Annuity;

         (b)      the Participant's right to make and the effect of an election
                  to waive the Qualified Joint and Survivor Annuity form of
                  benefit;

         (c)      the rights of a Participant's Spouse; and

         (d)      the right to make, and the effect of, a revocation of a
                  previous election to waive the Qualified Joint and Survivor
                  Annuity.

                                       48
<PAGE>   56
8.6 NOTICE REQUIREMENTS FOR QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY In the
case of a qualified pre-retirement survivor annuity as described in paragraph
8.3, the Plan Administrator shall provide each Participant within the applicable
period for such Participant a written explanation of the qualified
pre-retirement survivor annuity in such terms and in such manner as would be
comparable to the explanation provided for meeting the requirements of paragraph
8.5 applicable to a Qualified Joint and Survivor Annuity. The applicable period
for a Participant is whichever of the following periods ends last:

         (a)      the period beginning with the first day of the Plan Year in
                  which the Participant attains age 32 and ending with the close
                  of the Plan Year preceding the Plan Year in which the
                  Participant attains age 35;

         (b)      a reasonable period ending after the individual becomes a
                  Participant;

         (c)      a reasonable period ending after this Article first applies to
                  the Participant. Notwithstanding the foregoing, notice must be
                  provided within a reasonable period ending after separation
                  from Service in the case of a Participant who separates from
                  Service before attaining age 35.

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

8.7  SPECIAL SAFE-HARBOR EXCEPTION FOR CERTAIN PROFIT-SHARING PLANS

         (a)      This paragraph shall apply to a Participant in a
                  profit-sharing plan, and to any distribution, made on or after
                  the first day of the first plan year beginning after 1988,
                  from or under a separate account attributable solely to
                  Qualified Voluntary contributions, as maintained on behalf of
                  a Participant in a money purchase pension plan, (including a
                  target benefit plan) if the following conditions are
                  satisfied:

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

                  (2)      on the death of a Participant, the Participant's
                           vested Account Balance will be paid to the
                           Participant's


                                       49
<PAGE>   57
                           Surviving Spouse but if there is no Surviving Spouse,
                           or if the Surviving Spouse has consented in a manner
                           conforming to a Qualified Election, then to the
                           Participant's Designated Beneficiary.

                  The Surviving Spouse may elect to have distribution of the
                  Vested Account Balance commence within the 90-day period
                  following the date of the Participant's death. The account
                  balance shall be adjusted for gains or losses occurring after
                  the Participant's death in accordance with the provisions of
                  the Plan governing the adjustment of account balances for
                  other types of distributions. These safe-harbor rules shall
                  not be operative with respect to a Participant in a
                  profit-sharing plan if that plan is a direct or indirect
                  transferee of a Defined Benefit Plan, money purchase plan, a
                  target benefit plan, stock bonus plan, or profit-sharing plan
                  which is subject to the survivor annuity requirements of Code
                  Section 401(a)(11) and Code Section 417, and would therefore
                  have a Qualified Joint and Survivor Annuity as its normal form
                  of benefit.

         (b)      The Participant may waive the spousal death benefit described
                  in this paragraph at any time provided that no such waiver
                  shall be effective unless it satisfies the conditions
                  (described in paragraph 8.4) that would apply to the
                  Participant's waiver of the Qualified Pre-Retirement Survivor
                  Annuity.

         (c)     If this paragraph 8.7 is operative, then all other provisions
                 of this Article other than paragraph 8.8 are inoperative.

8.8 TRANSITIONAL JOINT AND SURVIVOR ANNUITY RULES Special transition rules apply
to Participants who were not receiving benefits on August 23, 1984.

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

         (b)      Any living Participant not receiving benefits on August 23,
                  1984, who was credited with at least one Hour of Service under
                  this Plan or a predecessor Plan on or after September 2, 1974,
                  and who is not otherwise credited with any Service in a Plan
                  Year beginning on or after January 1, 1976, must be given the
                  opportunity to have his or her benefits paid in accordance
                  with paragraph 8.9.


                                       50
<PAGE>   58
         (c)      The respective opportunities to elect [as described in (a) and
                  (b) above] must be afforded to the appropriate Participants
                  during the period commencing on August 23, 1984 and ending on
                  the date benefits would otherwise commence to said
                  Participants.

8.9  AUTOMATIC JOINT AND SURVIVOR ANNUITY AND EARLY SURVIVOR ANNUITY Any
Participant who has elected pursuant to paragraph 8.8(b) and any Participant who
does not elect under paragraph 8.8(a) or who meets the requirements of paragraph
8.8(a), except that such Participant does not have at least 10 years of vesting
Service when he or she separates from Service, shall have his or her benefits
distributed in accordance with all of the following requirements if benefits
would have been payable in the form of a life annuity.

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

                  (1)      begins to receive payments under the Plan on or after
                           Normal Retirement Age, or

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

                  (3)      begins to receive payments on or after the Qualified
                           Early Retirement Age, or

                  (4)      separates from Service on or after attaining Normal
                           Retirement (or the Qualified Early Retirement Age)
                           and after satisfying the eligibility requirements for
                           the payment of benefits under the Plan and thereafter
                           dies before beginning to receive such benefits, then
                           such benefits will be received under this Plan in the
                           form of a Qualified Joint and Survivor Annuity,
                           unless the Participant has elected otherwise during
                           the Election Period. The Election Period must begin
                           at least 6 months before the Participant attains
                           Qualified Early Retirement Age and end not more than
                           90 days before the commencement of benefits. Any
                           election will be in writing and may be changed by the
                           Participant at any time.

         (b)      Election of Early Survivor Annuity. A Participant who is
                  employed after attaining the Qualified Early Retirement Age
                  will be given the opportunity to elect, during the Election
                  Period, to have a survivor annuity payable on death. If the
                  Participant elects the survivor annuity, payments under such
                  annuity must not be less than the payments which would have
                  been made to the Spouse under the Qualified Joint and Survivor
                  Annuity if the Participant had retired on the day before his
                  or her death. Any election under this


                                       51
<PAGE>   59
                  provision will be in writing and may be changed by the
                  Participant at any time. The Election Period begins on the
                  later of:

                  (1)      the 90th day before the Participant attains the
                           Qualified Early Retirement Age, or

                  (2)      the date on which participation begins,

                  and ends on the date the Participant terminates employment.

8.10 ANNUITY CONTRACTS Any annuity contract distributed under this Plan must be
nontransferable. The terms of any annuity contract purchased and distributed by
the Plan to a Participant or Spouse shall comply with the requirements of this
Plan.


                                   ARTICLE IX

                                     VESTING

9.1 EMPLOYEE CONTRIBUTIONS A Participant shall always have a 100% vested and
nonforteitable interest in his or her Elective Deferrals, Voluntary
Contributions, Qualified Voluntary Contributions, Rollover Contributions, and
Transfer Contributions plus the earnings thereon. No forfeiture of Employer
related contributions (including any minimum contributions made under paragraph
14.2 ) will occur solely as a result of an Employee's withdrawal of any Employee
contributions.

9.2 EMPLOYER CONTRIBUTIONS A Participant shall acquire a vested and
nonforfeitable interest in his or her account attributable to Employer
contributions in accordance with the table selected in the Adoption Agreement,
provided that if a Participant is not already fully vested, he or she shall
become so upon attaining Normal Retirement Age, Early Retirement Age, on death
prior to normal retirement, on retirement due to Disability, or on termination
of the Plan.

9.3 COMPUTATIONAL PERIOD The computation period for purposes of determining
Years of Service and Breaks in Service for purposes of computing a Participant's
nonforfeitable right to his or her account balance derived from Employer
contributions shall be determined by the Employer in the Adoption Agreement. In
the event a former Participant with no vested interest in his or her Employer
contribution account requalifies for participation in the Plan after incurring a
Break in Service, such Participant shall be credited for vesting with all
pre-break and post-break Service.

9.4 REQUALIFICATION PRIOR TO FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE The
account balance of such Participant shall consist of any undistributed amount in
his or her account as of the date of re-employment plus any future contributions
added to such account plus the investment earnings on the account. The Vested
Account Balance of such Participant shall be determined by multiplying the
Participant's account balance (adjusted to include any distribution or redeposit
made under paragraph 6.3) by such Participant's vested percentage. All Service
of the Participant, both prior to and


                                       52
<PAGE>   60
following the break, shall be counted when computing the Participant's vested
percentage.

9.5 REQUALIFICATION AFTER FIVE CONSECUTIVE ONE-YEAR BREAKS IN SERVICE If such
Participant is not fully vested upon re-employment, a new account shall be
established for such Participant to separate his or her deferred vested and
nonforfeitable account, if any, from the account to which new allocations will
be made. The Participant's deferred account to the extent remaining shall be
fully vested and shall continue to share in earnings and losses of the Fund.
When computing the Participant's vested portion of the new account, all
pre-break and post-break Service shall be counted. However, notwithstanding this
provision, no such former Participant who has had five consecutive one-year
Breaks in Service shall acquire a larger vested and nonforfeitable interest in
his or her prior account balance as a result of requalification hereunder.

9.6 CALCULATING VESTED INTEREST A Participant's vested and nonforfeitable
interest shall be calculated by multiplying the fair market value of his or her
account attributable to Employer contributions on the Valuation Date preceding
distribution by the decimal equivalent of the vested percentage as of his or her
termination date. The amount attributable to Employer contributions for purposes
of the calculation includes amounts previously paid out pursuant to paragraph
6.3 and not repaid. The Participant's vested and nonforfeitable interest, once
calculated above, shall be reduced to reflect those amounts previously paid out
to the Participant and not repaid by the Participant. The Participant's vested
and nonforfeitable interest so determined shall continue to share in the
investment earnings and any increase or decrease in the fair market value of the
Fund up to the Valuation Date preceding or coinciding with payment.

9.7 FORFEITURES Any balance in the account of a Participant who has separated
from Service to which he or she is not entitled under the foregoing provisions,
shall be forfeited and applied as provided in the Adoption Agreement. A
forfeiture may only occur if the Participant has received a distribution from
the Plan or if the Participant has incurred five consecutive 1-year Breaks in
Service. Furthermore, a Highly Compensated Employee's Matching Contributions may
be forfeited, even if vested, if the contributions to which they relate are
Excess Deferrals, Excess Contributions or Excess Aggregate Contributions.

9.8 AMENDMENT OF VESTING SCHEDULE No amendment to the Plan shall have the effect
of decreasing a Participant's vested interest determined without regard to such
amendment as of the later of the date such amendment is adopted or the date it
becomes effective. Further, if the vesting schedule of the Plan is amended, or
the Plan is amended in any way that directly or indirectly affects the
computation of any Participant's nonforfeitable percentage or if the Plan is
deemed amended by an automatic change to or from a Top-Heavy vesting schedule,
each Participant with at least three Years of Service with the Employer may
elect, within a reasonable period after the adoption of the amendment, to have
his or her nonforfeitable percentage computed under the Plan without regard to
such amendment. For Participants who do not have at least one Hour of Service in
any Plan Year beginning after 1988, the preceding sentence shall be applied by
substituting "Five Years of Service" for "Three Years of Service" where such
language appears. The period during which the election may be made shall


                                       53
<PAGE>   61
commence with the date the amendment is adopted and shall end on the later of:

         (a)      60 days after the amendment is adopted;

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

         (c)      60 days after the Participant is issued written notice of the
                  amendment by the Employer or the Trustee/Custodian. If the
                  Trustee/Custodian is asked to so notify, the Fund will be
                  charged for the costs thereof.

No amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant's accrued benefit. Notwithstanding the preceding
sentence, a Participant's account balance may be reduced to the extent permitted
under section 412(c)(8) of the Code (relating to financial hardships). For
purposes of this paragraph, a Plan amendment which has the effect of decreasing
a Participant's account balance or eliminating an optional form of benefit, with
respect to benefits attributable to service before the amendment, shall be
treated as reducing an accrued benefit.

9.9 SERVICE WITH CONTROLLED GROUPS All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)], trades or
businesses under common control [as defined in Code Section 414(c)], or members
of an affiliated service group [as defined in Code Section 414(m)] shall be
considered for purposes of determining a Participant's nonforfeitable
percentage.


                                    ARTICLE X

                           LIMITATIONS ON ALLOCATIONS
                         AND ANTIDISCRIMINATION TESTING

10.1 PARTICIPATION IN THIS PLAN ONLY If the Participant does not participate in
and has never participated in another qualified plan, a Welfare Benefit Fund (as
defined in paragraph 1.89) or an individual medical account, as defined in Code
Section 415(1)(2), maintained by the adopting Employer, which provides an Annual
Addition as defined in paragraph 1.4, the amount of Annual Additions which may
be credited to the Participant'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 Participant'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. Prior to determining
the Participant's actual Compensation for the Limitation Year, the Employer may
determine the Maximum Permissible Amount for a Participant on the basis of a
reasonable estimate of the Participant's Compensation for the Limitation Year,
uniformly determined for all Participants similarly situated. 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


                                       54
<PAGE>   62
Participant's actual Compensation for the Limitation Year.

10.2 DISPOSITION OF EXCESS ANNUAL ADDITIONS If, pursuant to paragraph 10.1 or as
a result of the allocation of forfeitures, there is an Excess Amount, the excess
will be disposed of under one of the following methods as determined in the
Adoption Agreement. If no election is made in the Adoption Agreement then method
"(a)" below shall apply.

         (a)      Suspense Account Method

                  (1)      Any nondeductible Employee Voluntary, Required
                           Voluntary Contributions and unmatched Elective
                           Deferrals to the extent they would reduce the Excess
                           Amount will be returned to the Participant. To the
                           extent necessary to reduce the Excess Amount,
                           non-Highly Compensated Employees will have all
                           Elective Deferrals returned whether or not there was
                           a corresponding match.

                  (2)      If after the application of paragraph (1) an Excess
                           Amount still exists, and the Participant is covered
                           by the Plan at the end of the Limitation Year, the
                           Excess Amount in the Participant's account will be
                           used to reduce Employer contributions (including any
                           allocation of forfeitures) for such Participant in
                           the next Limitation Year, and each succeeding
                           Limitation Year if necessary;

                  (3)      If after application of paragraph (1) an Excess
                           Amount still exists, and the Participant is not
                           covered by the Plan at the end of the Limitation
                           Year, the Excess Amount will be held unallocated in a
                           suspense account. The suspense account will be
                           applied to reduce future Employer contributions
                           (including allocation of any forfeitures) for all
                           remaining Participants in the next Limitation Year,
                           and each succeeding Limitation Year if necessary;

                  (4)      If a suspense account is in existence at any time
                           during the Limitation Year pursuant to this
                           paragraph, 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 Participants'
                           accounts before any Employer contributions or any
                           Employee Contributions may be made to the Plan


                                       55
<PAGE>   63
                           for that Limitation Year. Excess amounts may not be
                           distributed to Participants or former Participants.

         (b)      Spillover Method

                  (1)      Any nondeductible Employee Voluntary, Required
                           Voluntary Contributions and unmatched Elective
                           Deferrals to the extent they would reduce the Excess
                           Amount will be returned to the Participant. To the
                           extent necessary to reduce the Excess Amount,
                           non-Highly Compensated Employees will have all
                           Elective Deferrals returned whether or not there was
                           a corresponding match.

                  (2)      Any Excess Amount which would be allocated to the
                           account of an individual Participant under the Plan's
                           allocation formula will be reallocated to other
                           Participants in the same manner as other Employer
                           contributions. No such reallocation shall be made to
                           the extent that it will result in an Excess Amount
                           being created in such Participant's own account.

                  (3)      To the extent amounts cannot be reallocated under (1)
                           above, the suspense account Provision of (a) above
                           will apply.

10.3 PARTICIPATION IN THIS PLAN AND ANOTHER MASTER AND PROTOTYPE DEFINED
CONTRIBUTION PLAN, WELFARE BENEFIT FUND OR INDIVIDUAL MEDICAL ACCOUNT MAINTAINED
BY THE EMPLOYER The Annual Additions which may be credited to a Participant's
account under this plan for any Limitation Year will not exceed the maximum
Permissible Amount reduced by the Annual Additions credited to a Participant's
account under the other Master or Prototype Defined Contribution Plans, Welfare
Benefit Funds, and individual medical accounts as defined in Code Section
415(1)(2), maintained by the Employer, which provide an Annual Addition as
defined in paragraph 1.4 for the same Limitation Year. If the Annual Additions,
with respect to the Participant under the other Defined Contribution Plans and
Welfare Benefit Funds maintained by the Employer, are less than the Maximum
Permissible Amount and the Employer contribution that would otherwise be
contributed or allocated to the Participant's account under this Plan would
cause the Annual Additions for the Limitation Year to exceed this limitation,
the amount contributed or allocated will be reduced so that the Annual Additions
under all such plans and funds for the Limitation Year will equal the Maximum
Permissible Amount. If the Annual Additions with respect to the Participant
under such other Defined Contribution Plans and Welfare Benefit Funds in the
aggregate are equal to or greater than the Maximum Permissible Amount, no amount
will be contributed or allocated to the Participant's account under this Plan
for the Limitation Year. Prior to determining the Participant's actual
Compensation for the Limitation Year, the Employer may determine the Maximum
Permissible Amount for a Participant in the manner described in


                                       56
<PAGE>   64
paragraph 10.1. As soon as administratively feasible after the end of the
Limitation Year, the Maximum Permissible Amount for the Limitation Year will be
determined on the basis of the Participant's actual Compensation for the
Limitation Year.

10.4 DISPOSITION OF EXCESS ANNUAL ADDITIONS UNDER TWO PLANS If, pursuant to
paragraph 10.3 or as a result of forfeitures, a Participant's Annual Additions
under this Plan and such other plans would result in an Excess Amount for a
Limitation Year, the Excess Amount will be deemed to consist of the Annual
Additions last allocated except that Annual Additions attributable to a Welfare
Benefit Fund or Individual Medical Account as defined in Code Section 415(1)(2)
will be deemed to have been allocated first regardless of the actual allocation
date. If an Excess Amount was allocated to a Participant on an allocation date
of this Plan which coincides with an allocation date of another plan, the Excess
Amount attributed to this Plan will be the product of:

         (a)      the total Excess Amount allocated as of such date, times

         (b)      the ratio of:

                  (1)      the Annual Additions allocated to the Participant for
                           the Limitation Year as such date under the Plan, to

                  (2)      the total Annual Additions allocated to the
                           Participant for the Limitation Year as of such date
                           under this and all the other qualified Master or
                           Prototype Defined Contribution Plans.

Any Excess Amount attributed to this Plan will be disposed of in the manner
described in paragraph 10.2.

10.5 PARTICIPATION IN THIS PLAN AND ANOTHER DEFINED CONTRIBUTION PLAN WHICH IS
NOT A MASTER OR PROTOTYPE PLAN If the Participant is covered under another
qualified Defined Contribution Plan maintained by the Employer which is not a
Master or Prototype Plan, Annual Additions which may be credited to the
Participant's account under this Plan for any Limitation Year will be limited in
accordance with paragraphs 10.3 and 10.4 as though the other plan were a Master
or Prototype Plan, unless the Employer provides other limitations in the
Adoption Agreement.

10.6 PARTICIPATION IN THIS PLAN AND A DEFINED BENEFIT PLAN If the Employer
maintains, or at any time maintained, a qualified Defined Benefit Plan covering
any Participant in this Plan, the sum of the Participant's Defined Benefit Plan
Fraction and Defined Contribution Plan Fraction will not exceed 1.0 in any
Limitation Year. For any Plan Year during which the Plan is Top-Heavy, the
Defined Benefit and Defined Contribution Plan Fractions shall be calculated in
accordance with Code Section 416(h). The Annual Additions which may be credited
to the Participant's account under this Plan for any Limitation Year will be
limited in accordance with the provisions set forth in the Adoption Agreement.


                                       57
<PAGE>   65
10.7 AVERAGE DEFERRAL PERCENTAGE (ADP) TEST With respect to any Plan Year, the
Average Deferral Percentage for Participants who are Highly Compensated
Employees and the average Deferral Percentage for Participants who are
non-Highly Compensated Employees must satisfy one of the following tests:

         (a)      BASIC TEST - The average Deferred Percentage for Participants
                  who are highly Compensated Employees for the Plan Year is not
                  more than 1.25 times the Average Deferral Percentage for
                  Participants who are non-Highly Compensated Employees for the
                  same Plan Year, or

         (b)      ALTERNATIVE TEST - The Average Deferral Percentage for
                  Participants who are Highly Compensated Employees for the Plan
                  year does not exceed the Average Deferral Percentage for
                  Participants who are non-Highly Compensated Employees for the
                  same plan Year by more than 2 Percentage points provided that
                  the Average Deferral Percentage for Participants who are
                  Highly Compensated Employees is not more than 2.0 times the
                  Average Deferral Percentage for Participants who are
                  non-Highly Compensated Employees.

10.8  SPECIAL RULES TO APPLICATION OF ADP TEST

         (a)      The actual Deferral Percentage for any Participant who is a
                  Highly Compensated Employee for the Plan Year and who is
                  eligible to have Elective Deferrals (and Qualified
                  Non-Elective Contributions or Qualified Matching
                  Contributions, or both, if treated as Elective Deferrals for
                  purposes of the ADP test) allocated to his or her accounts two
                  or more arrangements described in Code Section 40l(k), that
                  are maintained by the Employer, shall be determined as if such
                  Elective Deferrals (and, if applicable, such Qualified
                  Non-Elective Contributions or Qualified Matching
                  Contributions, or both) were made under a single arrangement.
                  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.

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


                                       58
<PAGE>   66
         (c)      For purposes of determining the Actual Deferral Percentage of
                  a Participant who is a 5-percent owner or one of the ten most
                  highly-paid Highly Compensated Employees, the Elective
                  Deferrals (and Qualified Non-Elective Contributions or
                  Qualified Matching Contributions, or both, if treated as
                  Elective Deferral for purposes of the ADP test) and
                  Compensation of such Participant shall include the Elective
                  Deferrals (and, if applicable, Qualified Non-Elective
                  Contributions and Qualified Matching Contributions, or both)
                  for the Plan Year of Family Members as defined in paragraph
                  1.36 of this Plan. Family Members, with respect to such
                  Highly, Compensated Employees, shall be disregarded as
                  separate Employees in determining the ADP both for
                  Participants who are non-Highly Compensated Employees and for
                  Participants who are Highly Compensated Employees. In the
                  event of repeal of the family aggregation rules under Code
                  Section 414(q)(6), all applications of such rules under this
                  Plan will cease as of the effective date of such repeal.

         (d)      For purposes of determining the ADP test, Elective Deferrals,
                  Qualified Non-Elective Contributions and Qualified Matching
                  Contributions must be made before the last day of the
                  twelve-month period immediately following the Plan Year to
                  which contributions relate.

         (e)      The Employer shall maintain records sufficient to demonstrate
                  satisfaction of the ADP test and the amount of Qualified
                  Non-Elective Contributions or Qualified Matching
                  Contributions, or both, used in such test.

         (f)      The determination and treatment of the Actual Deferral
                  Percentage amounts of any Participant shall satisfy such other
                  requirements as may be prescribed by the Secretary of the
                  Treasury.

10.9 RECHARACTERIZATION If the Employer allows for Voluntary Contributions in
the Adoption Agreement, a Participant may treat his or her Excess Contributions
as an amount distributed to the Participant and then contributed by the
Participant to the Plan. Recharacterized amounts will remain nonforfeitable and
subject to the same distribution requirements as Elective Deferrals. Amounts may
not be recharacterized by a Highly Compensated Employee to the extent that such
amount in combination with other Employee Contributions made by that Employee
would exceed any stated limit under the Plan on Voluntary Contributions.
Recharacterization must occur no later than two and one-half months after the
last day of the Plan Year in which such Excess Contributions arose and is deemed
to occur no earlier than the date the last Highly Compensated Employee is
informed in writing of the amount recharacterized and the consequences thereof.
Recharacterized amounts will be taxable to the Participant for the Participant's
tax year in which the Participant would have received them in cash.


                                       59
<PAGE>   67
10.10 AVERAGE CONTRIBUTION PERCENTAGE (ACP) TEST If the Employer makes Matching
Contributions or if the Plan allows Employees to make Voluntary Contributions
the Plan must meet additional nondiscrimination requirements provided under Code
Section 401(m). If Employee Contributions (including any Elective Deferrals
recharacterized as Voluntary Contributions) are made pursuant to this Plan, then
in addition to the ADP test referenced in paragraph 10.7, the Average
Contribution Percentage test is also applicable. The Average Contribution
Percentage for Participants who are Highly Compensated Employees for each Plan
Year and the Average Contribution Percentage for Participants who are Non-Highly
Compensated Employees for the same Plan Year must satisfy one of the following
tests:

         (a)      BASIC TEST - The Average Contribution Percentage for
                  Participants who are Highly Compensated Employees for the Plan
                  Year shall not exceed the Average Contribution Percentage for
                  Participants who are non-Highly Compensated Employees for the
                  same Plan Year multiplied by 1.25; or

         (b)      ALTERNATIVE TEST - The ACP for Participants who are Highly
                  Compensated Employees for the Plan Year shall not exceed the
                  Average Contribution Percentage for Participants who are non-
                  Highly Compensated Employees for the same Plan Year multiplied
                  by two (2), provided that the Average Contribution Percentage
                  for Participants who are Highly Compensated Employees does not
                  exceed the Average Contribution Percentage for Participants
                  who are non-Highly Compensated Employees by more than two (2)
                  percentage points.

10.11    SPECIAL RULES RELATING TO APPLICATION OF ACP TEST

         (a)      If one or more Highly Compensated Employees participate in
                  both a cash or deferred arrangement and a plan subject to the
                  ACP test maintained by the Employer and the sum of the ADP and
                  ACP of those Highly Compensated Employees subject to either
                  or both tests exceeds the Aggregate Limit, then the ADP or ACP
                  of those Highly Compensated Employees who also participate in
                  a cash or deferred arrangement will be reduced (beginning with
                  such Highly Compensated Employee whose ADP or ACP is the
                  highest) as set forth in the Adoption Agreement so that the
                  limit is not exceeded. The amount by which each Highly
                  Compensated Employee's Contribution Percentage Amounts is
                  reduced shall be treated as an Excess Aggregate Contribution.
                  The ADP and ACP of the Highly Compensated Employees are
                  determined after any corrections required to meet the ADP and
                  ACP tests. Multiple use does not occur if both the ADP and ACP
                  of the Highly Compensated Employees does not exceed 1.25
                  multiplied by the ADP and ACP of the non-Highly Compensated
                  Employees.


                                       60
<PAGE>   68
         (b)      For purposes of this Article, the Contribution Percentage for
                  any Participant who is a Highly Compensated Employee and who
                  is eligible to have Contribution Percentage Amounts allocated
                  to his or her account under two or more plans described in
                  Code Section 401(a), or arrangements described in Code Section
                  401(k) 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.

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

         (d)      For purposes of determining the Contribution percentage of a
                  Participant who is a five-percent owner or one of the ten most
                  highly-paid, Highly Compensated Employees, the Contribution
                  Percentage Amounts and Compensation of such Participant shall
                  include the Contribution Percentage Amounts and Compensation
                  for the Plan Year of Family Members as defined in Paragraph
                  1.36 of this Plan. Family Members, with respect to Highly
                  Compensated Employees, shall be disregarded as separate
                  Employees in determining the Contribution Percentage both for
                  Participants who are non-Highly Compensated Employees and for
                  Participants who are Highly Compensated Employees. In the
                  event of repeal of the family aggregation rules under Code
                  Section 414(q)(6), all applications of such rules under this
                  Plan will cease as of the effective date of such repeal.

         (e)      For purposes of determining the 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 Non-Elective Contributions will be
                  considered made for a Plan Year if made no later than the end
                  of the twelve-month period beginning on the day after the
                  close of the Plan Year.

         (f)      The Employer shall maintain records sufficient to demonstrate
                  satisfaction of the ACP test and the amount of Qualified
                  Non-Elective Contributions or Qualified Matching
                  Contributions, or both, used in such test.


                                       61
<PAGE>   69
         (g)      The determination and treatment of the Contribution Percentage
                  of any Participant shall satisfy such other requirements as
                  may be prescribed by the Secretary of the Treasury.

         (h)      Qualified Matching Contributions and Qualified Non-Elective
                  Contributions used to satisfy the ADP test may not be used to
                  satisfy the ACP test.


                                   ARTICLE XI

                                 ADMINISTRATION

11.1 PLAN ADMINISTRATOR The Employer shall be the named fiduciary and Plan
Administrator. These duties shall include:

         (a)      appointing the Plan's attorney, accountant, actuary, or any
                  other party needed to administer the Plan,

         (b)      directing the Trustee/Custodian with respect to payments from
                  the Fund,

         (c)      communicating with Employees regarding their participation and
                  benefits under the Plan, including the administration of all
                  claims procedures,

         (d)      filing any returns and reports with the Internal Revenue
                  Service, Department of Labor, or any other governmental
                  agency,

         (e)      reviewing and approving any financial reports, investment
                  reviews, or other reports prepared by any party appointed by
                  the Employer under paragraph (a),

         (f)      establishing a funding policy and investment objectives
                  consistent with the purposes of the Plan and the Employee
                  Retirement Income Security Act of 1974, and

         (g)      construing and resolving any question of Plan interpretation.
                  The Plan Administrator's interpretation of Plan provisions
                  including eligibility and benefits under the Plan is final,
                  and unless it can be shown to be arbitrary and capricious will
                  not be subject to "de novo" review.

11.2 TRUSTEE/CUSTODIAN The Trustee/Custodian shall be responsible for the
administration of investments held in the Fund. These duties shall include:

         (a)      receiving contributions under the terms of the Plan, but not


                                       62
<PAGE>   70
                  determining the amount or enforcing the payment thereof,

         (b)      making distributions from the Fund in accordance with written
                  instructions received from an authorized representative of the
                  Employer,

         (c)      keeping accurate records reflecting its administration of the
                  Fund and making such records available to the Employer for
                  review and audit. Within 90 days after each Plan Year, and
                  within 90 days after its removal or resignation, the
                  Trustee/Custodian shall file with the Employer an accounting
                  of its administration of the Fund during such year or from the
                  end of the preceding Plan Year to the date of removal or
                  resignation. Such accounting shall include a statement of cash
                  receipts and disbursements since the date of its last
                  accounting and shall contain an asset list showing the fair
                  market value of investments held in the Fund as of the end of
                  the Plan Year. The value of marketable investments shall be
                  determined using the most recent price quoted on a national
                  securities exchange or over the counter market. The value of
                  non-marketable investments shall be determined in the sole
                  judgement of the Trustee/Custodian which determination shall
                  be binding and conclusive. The value of investments in
                  securities or obligations of the Employer in which there is no
                  market shall be determined in the sole judgement of the
                  Employer and the Trustee/Custodian shall have no
                  responsibility with respect to the valuation of such assets.
                  The Employer shall review the Trustee/Custodian's accounting
                  and notify the Trustee/Custodian in the event of its
                  disapproval of the report within 90 days, providing the
                  Trustee/Custodian with a written description of the items in
                  question. The Trustee/Custodian shall have 60 days to provide
                  the Employer with a written explanation of the items in
                  question. If the Employer again disapproves, the
                  Trustee/Custodian shall file its accounting in a court of
                  competent jurisdiction for audit and adjudication. If the
                  Employer fails to provide such written disapproval, the
                  Trustee/Custodian shall be forever released and discharged
                  from all liability and accountability with respect to the
                  actions and transactions shown in such report.

         (d)      employing such agents, attorneys or other professionals as the
                  Trustee may deem necessary or advisable in the performance of
                  its duties.

The Trustee's/Custodian's duties shall be limited to those described above. The
Employer shall be responsible for any other administrative duties required under
the Plan or by applicable law.


                                       63
<PAGE>   71
11.3 ADMINISTRATIVE FEES AND EXPENSES All reasonable costs, charges and expenses
incurred by the Trustee/Custodian in connection with the administration of the
Fund and all reasonable costs, charges and expenses incurred by the Plan
Administrator in connection with the administration of the Plan (including fees
for legal services rendered to the Trustee/Custodian or Plan Administrator) may
be paid by the Employer, but if not paid by the Employer when due, shall be paid
from the Fund. Such reasonable compensation to the Trustee/Custodian as may be
agreed upon from time to time between the Employer and the Trustee/Custodian and
such reasonable compensation to the Plan Administrator as may be agreed upon
from time to time between the Employer and Plan Administrator may be paid by the
Employer, but if not paid by the Employer when due shall be paid by the Fund.
The Trustee shall have the right to liquidate trust assets to cover its fees.
Notwithstanding the foregoing, no compensation other than reimbursement for
expenses shall be paid to a Plan Administrator who is the Employer or a
full-time Employee of the Employer. In the event any part of the Trust/Custodial
Account becomes subject to tax, all taxes incurred will be paid from the Fund
unless the Plan Administrator advises the Trustee/Custodian not to pay such tax.

11.4 DIVISION OF DUTIES AND INDEMNIFICATION

         (a)      The Trustee/Custodian shall have the authority and discretion
                  to manage and govern the Fund to the extent provided in this
                  instrument, but does not guarantee the Fund in any manner
                  against investment loss or depreciation in asset value, or
                  guarantee the adequacy of the Fund to meet and discharge all
                  or any liabilities of the Plan.

         (b)      The Trustee/Custodian shall not be liable for the making,
                  retention or sale of any investment or reinvestment made by
                  it, as herein provided, or for any loss to, or diminution of
                  the Fund, or for any other loss or damage which may result
                  from the discharge of its duties hereunder except to the
                  extent it is judicially determined that the Trustee/Custodian
                  has failed to exercise the care, skill, prudence and diligence
                  under the circumstances then prevailing that a prudent person
                  acting in a like capacity and familiar with such matters would
                  use in the conduct of an enterprise of a like character with
                  like aims.

         (c)      The Employer warrants that all directions issued to the
                  Trustee/Custodian by it or the Plan Administrator will be in
                  accordance with the terms of the Plan and not contrary to the
                  provisions of the Employee Retirement Income Security Act of
                  1974 and regulations issued thereunder.

         (d)      The Trustee/Custodian shall not be answerable for any action
                  taken pursuant to any direction, consent, certificate, or
                  other paper or document on the belief that the same is genuine
                  and signed by the proper person. All directions by the
                  Employer, Participant or the Plan Administrator shall be in
                  writing. The Employer shall deliver to


                                       64
<PAGE>   72
                  the Trustee/Custodian certificates evidencing the individual
                  or individuals authorized to act as set forth in the Adoption
                  Agreement or as the Employer may subsequently inform the
                  Trustee/Custodian in writing and shall deliver to the
                  Trustee/Custodian specimens of their signatures.

         (e)      The duties and obligations of the Trustee/Custodian shall be
                  limited to those expressly imposed upon it by this instrument
                  or subsequently agreed upon by the parties. Responsibility for
                  administrative duties required under the Plan or applicable
                  law not expressly imposed upon or agreed to by the
                  Trustee/Custodian, shall rest solely with the Employer.

         (f)      The Trustee shall be indemnified and saved harmless by the
                  Employer from and against any and all liability to which the
                  Trustee/Custodian may be subjected, including all expenses
                  reasonably incurred in its defense, for any action or failure
                  to act resulting from compliance with the instructions of the
                  Employer, the employees or agents of the Employer, the Plan
                  Administrator, or any other fiduciary to the Plan, and for any
                  liability arising from the actions or non-actions of any
                  predecessor Trustee/Custodian or fiduciary or other
                  fiduciaries of the Plan.

         (g)      The Trustee/Custodian shall not be responsible in any way for
                  the application of any payments it is directed to make or for
                  the adequacy of the Fund to meet and discharge any and all
                  liabilities under the Plan.


                                   ARTICLE XII

                          TRUST FUND/CUSTODIAL ACCOUNT

12.1 THE FUND The Fund shall consist of all contributions made under Article III
and Article IV of the Plan and the investment thereof and earnings thereon. All
contributions and the earnings thereon less payments made under the terms of the
Plan, shall constitute the Fund. The Fund shall be administered as provided in
this document.

12.2 CONTROL OF PLAN ASSETS The assets of the Fund or evidence of ownership
shall be held by the Trustee/Custodian under the terms of the Plan and
Trust/Custodial Account. If the assets represent amounts transferred from
another trustee/custodian under a former plan, the Trustee/Custodian named
hereunder shall not be responsible for the propriety of any investment under the
former plan.

12.3 EXCLUSIVE BENEFIT RULES No part of the Fund shall be used for, or diverted
to, purposes other than for the exclusive benefit of Participants, former
Participants with a vested interest, and the beneficiary or beneficiaries of
deceased Participants having a vested interest in the Fund at death.


                                       65
<PAGE>   73
12.4 ASSIGNMENT AND ALIENATION OF BENEFITS No right or claim to, or interest in,
any part of the Fund, or any payment from the Fund, shall be assignable,
transferable, or subject to sale, mortgage, pledge, hypothecation, commutation,
anticipation, garnishment, attachment, execution, or levy of any kind. The
Trustee/Custodian shall not recognize any attempt to assign, transfer, sell,
mortgage, pledge, hypothecate, commute, or anticipate the same, except to the
extent required by law. The preceding sentences shall also apply to the
creation, assignment, or recognition of a right to any benefit payable with
respect to a Participant pursuant to a domestic relation, order, unless such
order is determined to be a qualified domestic relations order, as defined in
Code Section 414(p), or any domestic relations order entered before January 1,
1985 which the Plan attorney and Plan Administrator deem to be qualified.

12.5 DETERMINATION OF QUALIFIED DOMESTIC RELATIONS ORDER (QDRO) A Domestic
Relations Order shall specifically state all of the following in order to be
deemed a Qualified Domestic Relations Order ("QDRO"):

         (a)      The name and last known mailing address (if any) of the
                  Participant and of each alternate payee covered by the QDRO.
                  However, if the QDRO does not specify the current mailing
                  address of the alternate payee, but the Plan Administrator has
                  independent knowledge of that address, the QDRO will still be
                  valid.

         (b)      The dollar amount or percentage of the Participant's benefit
                  to be paid by the Plan to each alternate payee, or the manner
                  in which the amount or percentage will be determined.

         (c)      The number of payments or period for which the order applies.

         (d)      The specific plan (by name) to which the Domestic Relations
                  Order applies.

The Domestic Relations Order shall not be deemed a QDRO if it requires the Plan
to provide:

         (e)      any type or form of benefit, or any option not already
                  provided for in the Plan;

         (f)      increased benefits, or benefits in excess of the Participant's
                  vested rights;

         (g)      payment of a benefit earlier than allowed by the Plan's
                  earliest retirement provisions or in the case of a
                  profit-sharing plan, prior to the allowability of in-service
                  withdrawals, or

         (h)      payment of benefits to an alternate payee which are required
                  to be paid to another alternate payee under another QDRO.


                                       66
<PAGE>   74
Promptly, upon receipt of a Domestic Relations Order ("Order") which may or may
not be "Qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt, and include a copy of
this paragraph 12.5. The Plan Administrator shall then forward the Order to the
Plan's legal counsel for an opinion as to whether or not the Order is in fact
"Qualified" as defined in Code Section 414(p). Within a reasonable time after
receipt of the Order, not to exceed 60 days, the Plan's legal counsel shall make
a determination as to its "Qualified" status and the Participant and any
alternate payee(s) shall be promptly notified in writing of the determination.

If the "Qualified" status of the Order is in question, there will be a delay in
any payout to any payee including the Participant, until the status is resolved.
In such event, the Plan Administrator shall segregate the amount that would have
been payable to the alternate payee(s) if the Order had been deemed a QDRO. If
the Order is not Qualified, or the status is not resolved (for example, it has
been sent back to the Court for clarification or modification) within 18 months
beginning with the date the first payment would have to be made under the Order,
the Plan Administrator shall pay the segregated amounts plus interest to the
person(s) who would have been entitled to the benefits had there been no Order.
If a determination as to the Qualified status of the Order is made after the
18-month period described above, then the Order shall only be applied on a
prospective basis. If the Order is determined to be a QDRO, the Participant and
alternate payee(s) shall again be notified promptly after such determination.
Once an Order is deemed a QDRO, the Plan Administrator shall pay to the
alternate payee(s) all the amounts due under the QDRO, including segregated
amounts plus interest which may have accrued during a dispute as to the Order's
qualification.

Unless specified otherwise in the Adoption Agreement, the earliest retirement
age with regard to the Participant against whom the order is entered shall be
the date the order is determined to be qualified. This will only allow payouts
to alternate payee(s) and not the Participant.

                                  ARTICLE XIII

                                   INVESTMENTS

13.1 FIDUCIARY STANDARDS The Trustee/Custodian shall invest and reinvest
principal and income in the same Fund in accordance with the investment
objectives established by the Employer, provided that:

         (a)      such investments are prudent under the Employee Retirement
                  Income Security Act of 1974 and the regulations thereunder,

         (b)      such investments are sufficiently diversified or otherwise
                  insured or guaranteed to minimize the risk of large losses,
                  and

         (c)      such investments are similar to those which would be purchased
                  by another professional money manager for a like plan with
                  similar investment objectives.


                                       67
<PAGE>   75
13.2 FUNDING ARRANGEMENT The Employer shall, in the Adoption Agreement, appoint
a Trustee to administer the Fund and/or a Custodian to have custody of the Fund.
The Trustee shall invest the Fund in any of the alternatives available under
paragraph 13.3 herein. If a Custodian is appointed, the Fund shall be invested
only in the alternatives available under paragraph 13.4 herein.

13.3 INVESTMENT ALTERNATIVES OF THE TRUSTEE As Trustee, the Sponsor shall
implement an investment program based on the Employer's investment objectives
and the Employee Retirement Income Security Act of 1974. In addition to powers
given by law, the Trustee may:

         (a)      invest the Fund in any form of property, including common and
                  preferred stocks, exchange traded put and call options, bonds,
                  money market instruments, registered investment companies and
                  mutual funds (including funds for which the Trustee or its
                  affiliates receive compensation for providing investment
                  advisory, custodial, transfer agency or other services),
                  savings accounts, certificates of deposit, Treasury bills,
                  insurance policies and contracts, or in any other property,
                  real or personal, having a ready market. The Trustee may
                  invest in time deposits (including, if applicable, its own or
                  those of affiliates) which bear a reasonable interest rate. No
                  portion of any Qualified Voluntary Contribution, or the
                  earnings thereon, may be invested in life insurance contracts
                  or, as with any Participant-directed investment, in tangible
                  personal property characterized by the IRS as a collectible,

         (b)      transfer any assets of the Fund to a group or collective trust
                  established to permit the pooling of funds of separate pension
                  and profit-sharing trusts, provided the Internal Revenue
                  Service has ruled such group or collective trust to be
                  qualified under Code Section 401(a) and exempt under Code
                  Section 501(a) (or the applicable corresponding provision of
                  any other Revenue Act) or to any other common, collective, or
                  commingled trust fund which has been or may hereafter be
                  established and maintained by the Trustee and/or affiliates of
                  the Trustee. Such commingling of assets of the Fund with
                  assets of other qualified trusts is specifically authorized,
                  and to the extent of the investment of the Fund in such a
                  group or collective trust, the terms of the instrument
                  establishing the group or collective trust shall be a part
                  hereof as though set forth herein,

         (c)      invest up to 100% of the Fund in the common stock, debt
                  obligations, or any other security issued by the Employer or
                  by an affiliate of the Employer within the limitations
                  provided under Sections 406, 407, and 408 of the Employee
                  Retirement Income Security Act of 1974 and further provided
                  that such investment does not constitute a prohibited
                  transaction under Code Section 4975. Any such investment in
                  Employer securities shall only be


                                       68
<PAGE>   76
                  made upon written direction of the Employer who shall be
                  solely responsible for propriety of such investment,

         (d)      hold cash uninvested and deposit same with any banking or
                  savings institution, including its own banking department,

         (e)      join in or oppose the reorganization, recapitalization,
                  consolidation, sale or merger of corporations or properties,
                  including those in which it is interested as Trustee, upon
                  such terms as it deems wise,

         (f)      hold investments in nominee or bearer form,

         (g)      vote proxies and, if appropriate, pass them on to any
                  investment manager which may have directed the investment in
                  the equity giving rise to the proxy,

         (h)      exercise all ownership rights with respect to assets held in
                  the Fund.

13.4 DUTIES OF THE CUSTODIAN As Custodian, the Sponsor shall be depository of
all or part of the Fund and shall, at the direction of the Trustee hold any
assets received from the Trustee or its agents. The Custodian shall receive and
deliver assets as instructed by the Trustee or its agents. To the extent that
the Custodian holds title to Plan assets and such ownership requires action on
the part of the registered owner, such action will be taken by the Custodian
only upon receipt of specific instructions from the Trustee or its agents.
Proxies shall be voted by or pursuant to the express direction of the Trustee or
authorized agent of the Trustee. As Custodian, the Sponsor shall not give any
investment advice, including any opinion on the prudence of directed
investments. The Employer and Trustee and the agents thereof assume all
responsibility for adherence to fiduciary standards under the Employee
Retirement Income Security Act of 1974 (ERISA) and all amendments thereof, and
regulations thereunder.

13.5 PARTICIPANT LOANS If agreed upon by the Trustee and permitted by the
Employer in the Adoption Agreement, a Plan Participant may make application to
the Employer requesting a loan from the Fund. The Employer shall have the sole
right to approve or disapprove a Participant's application provided that loans
shall be made available to all Participants on a reasonably equivalent basis.
Loans shall not be made available to Highly Compensated Employees [as defined in
Code Section 414(q)] in an amount greater than the amount made available to
other Employees. Any loan granted under the Plan shall be made subject to the
following rules:

         (a)      No loan, when aggregated with any outstanding Participant
                  loan(s), shall exceed the lesser of (i) $50,000 reduced by the
                  excess, if any, of the highest outstanding balance of loans
                  during the one year period ending on the day before the loan
                  is made, over the outstanding balance of loans from the Plan
                  on the date the loan is made or (ii) one-half of the fair
                  market value of a Participant's Vested Account Balance built
                  up from Employer Contributions, Voluntary Contributions, and
                  Rollover Contributions. If the


                                       69
<PAGE>   77
                  Participant's Vested Account Balance is $20,000 or less, the
                  maximum loan shall not exceed the lesser of $10,000 or 100% of
                  the Participant's Vested Account Balance. For the purpose of
                  the above limitation, all loans from all plans of the Employer
                  and other members of a group of employers described in Code
                  Sections 414(b), 414(c), and 414(m) are aggregated. An
                  assignment or pledge of any portion of the Participant's
                  interest in the Plan and a loan, pledge, or assignment with
                  respect to any insurance contract purchased under the Plan,
                  will be treated as a loan under this paragraph.

         (b)      All applications must be made on forms provided by the
                  Employer and must be signed by the Participant.

         (c)      Any loan shall bear interest at a rate reasonable at the time
                  of application, considering the purpose of the loan and the
                  rate being charged by representative commercial banks in the
                  local area for a similar loan unless the Employer sets forth a
                  different method for determining loan interest rates in its
                  loan procedures. The loan agreement shall also provide that
                  the payment of principal and interest be amortized in level
                  payments not less than quarterly.

         (d)      The term of such loan shall not exceed five years except in
                  the case of a loan for the purpose of acquiring any house,
                  apartment, condominium, or mobile home (not used on a
                  transient basis) which is used or is to be used within a
                  reasonable time as the principal residence of the Participant.
                  The term of such loan shall be determined by the Employer
                  considering the maturity dates quoted by representative
                  commercial banks in the local area for a similar loan.

         (e)      The principal and interest paid by a Participant on his or her
                  loan shall be credited to the Fund in the same manner as for
                  any other Plan investment. If elected in the Adoption
                  Agreement, loans may be treated as segregated investments of
                  the Individual Participants. This provision is not available
                  if its election will result in discrimination in operation of
                  the Plan.

         (f)      If a Participant's loan application is approved by the
                  Employer, such Participant shall be required to sign a note,
                  loan agreement, and assignment of 50% of his or her interest
                  in the Fund as collateral for the loan. The Participant,
                  except in the case of a profit-sharing plan satisfying the
                  requirements of paragraph 8.7 must obtain the consent of his
                  or her Spouse, if any, within the 90 day period before the
                  time his or her account balance is used as security for the
                  loan. A new consent is required if the account balance is used
                  for any renegotiation, extension, renewal or other revision of
                  the loan, including an increase in the amount thereof.


                                       70
<PAGE>   78
                  The consent must be written, must acknowledge the effect of
                  the loan, and must be witnessed by a plan representative or
                  notary public. Such consent shall subsequently be binding with
                  respect to the consenting Spouse or any subsequent Spouse.

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

         (h)      The Employer may also require additional collateral in order
                  to adequately secure the loan.

         (i)      A Participant's loan shall immediately become due and payable
                  if such Participant terminates employment for any reason or
                  fails to make a principal and/or interest payment as provided
                  in the loan agreement. If such Participant terminates
                  employment, the Employer shall immediately request payment of
                  principal and interest on the loan. If the Participant refuses
                  payment following termination, the Employer shall reduce the
                  Participant's Vested Account Balance by the remaining
                  principal and interest on his or her loan. If the
                  Participant's Vested Account Balance is less than the amount
                  due, the Employer shall take whatever steps are necessary to
                  collect the balance due directly from the Participant.
                  However, no foreclosure on the Participant's note or
                  attachment of the Participant's account balance will occur
                  until a distributable event occurs in the Plan.

         (j)      No loans will be made to Owner-Employees (as defined in
                  paragraph 1.51) or Shareholder-Employees (as defined in
                  paragraph 1.74), unless the Employer obtains a prohibited
                  transaction exemption from the Department of Labor.

13.6 INSURANCE POLICIES If agreed upon by the Trustee and permitted by the
Employer in the Adoption Agreement, Employees may elect the purchase of life
insurance policies under the Plan. If elected, the maximum annual premium for a
whole life policy shall not exceed 50% of the aggregate Employer contributions
allocated to the account of a Participant. For profit-sharing plans the 50% test
need only be applied against Employer contributions allocated in the last two
years. Whole life policies are


                                       71
<PAGE>   79
policies with both nondecreasing death benefits and nonincreasing premiums. The
maximum annual premium for term contracts or universal life policies and all
other policies which are not whole life shall not exceed 25% of aggregate
Employer contributions allocated to the account of a Participant. The two-year
rule for profit-sharing plans again applies. The maximum annual premiums for a
Participant with both a whole life and a term contract or universal life
policies shall be limited to one-half of the whole life premium plus the term
premium, but shall not exceed 25% of the aggregate Employer contributions
allocated to the account of a Participant, subject to the two year rule for
profit-sharing plans. Any policies purchased under this Plan shall be held
subject to the following rules:

         (a)      The Trustee shall be applicant and owner of any policies
                  issued.

         (b)      All policies or contracts purchased hereunder, shall be
                  endorsed as nontransferable, and must provide that proceeds
                  will be payable to the Trustee; however, the Trustee shall be
                  required to pay over all proceeds of the contracts to the
                  Participant's Designated Beneficiary in accordance with the
                  distribution provisions of this Plan. Under no circumstances
                  shall the Trust retain any part of the proceeds.

         (c)      Each Participant shall be entitled to designate a beneficiary
                  under the terms of any contract issued; however, such
                  designation will be given to the Trustee which must be the
                  named beneficiary on any policy. Such designation shall remain
                  in force, until revoked by the Participant, by filing a new
                  beneficiary form with the Trustee. A Participant's Spouse will
                  be the Designated Beneficiary of the proceeds in all
                  circumstances unless a Qualified Election has been made in
                  accordance with paragraph 8.4. The beneficiary of a deceased
                  Participant shall receive, in addition to the proceeds of the
                  Participant's policy or policies, the amount credited to such
                  Participant's investment account.

         (d)      A Participant who is uninsurable or insurable at substandard
                  rates, may elect to receive a reduced amount of insurance, if
                  available, or may waive the purchase of any insurance.

         (e)      All dividends or other returns received on any policy
                  purchased shall be applied to reduce the next premium due on
                  such policy, or if no further premium is due, such amount
                  shall be credited to the Fund as part of the account of the
                  Participant for whom the policy is held.

         (f)      If Employer contributions are inadequate to pay all premiums
                  on all insurance policies, the Trustee may, at the option of
                  the Employer, utilize other amounts remaining in each
                  Participant's account to pay the premiums on his or her
                  respective policy or policies, allow the policies to lapse,
                  reduce the policies to a level at which they may be


                                       72
<PAGE>   80
                  maintained, or borrow against the policies on a prorated
                  basis, provided that the borrowing does not discriminate in
                  favor of the policies on the lives of Officers, Shareholders,
                  and highly compensated Employees.

         (g)      On retirement or termination of employment of a Participant,
                  the Employer shall direct the Trustee to cash surrender the
                  Participant's policy and credit the proceeds to his or her
                  account for distribution under the terms of the Plan. However,
                  before so doing, the Trustee shall first offer to transfer
                  ownership of the policy to the Participant in exchange for
                  payment by the Participant of the cash value of the policy at
                  the time of transfer. Such payment shall be credited to the
                  Participant's account for distribution under the terms of the
                  Plan. All distributions resulting from the application of this
                  paragraph shall be subject to the Joint and Survivor Annuity
                  Rules of Article VIII, if applicable.

         (h)      The Employer shall be solely responsible to see that these
                  insurance provisions are administered properly and that if
                  there is any conflict between the provisions of this Plan and
                  any insurance contracts issued that the terms of this Plan
                  will control.

         (i)      Notwithstanding the above, in 401(k) plans, the limitations
                  imposed herein with respect to the purchase of life insurance
                  shall not apply to any Participant who has participated in
                  this Plan for five (5) or more years or to the portion of a
                  Participant's Vested Account Balance, that would be eligible
                  for withdrawal under paragraph 6.8 whether or not In-Service
                  Withdrawals are actually allowed under this Plan, that has
                  accumulated for at least two (2) Plan Years. In addition,
                  under such Plans, a Participant may, subject to the
                  limitations set forth in this subsection, elect to have key
                  persons life insurance purchased on the life of any
                  Participant who is considered essential to the success of the
                  Employer's business. In such case, the proceeds of such a life
                  insurance contract in excess of such contract's cash value as
                  of the date of death of such insured shall be paid to the
                  beneficiaries named with respect to such contract. Death
                  benefits, including those in the previous sentence, payable
                  from a life insurance contract shall be paid in accordance
                  with paragraph 8.7 if this Plan meets the safe-harbor
                  provisions in that paragraph, or in accordance with paragraph
                  8.2 or 8.3, whichever may be applicable, otherwise. The cash
                  value of the contract shall be added to the Participant's
                  Vested Account Balance.


                                       73
<PAGE>   81
13.7 EMPLOYER INVESTMENT DIRECTION If agreed upon by the Trustee and approved by
the Employer in the Adoption Agreement, the Employer shall have the right to
direct the Trustee with respect to investments of the Fund, may appoint an
investment manager (registered as an investment advisor under the Investment
Advisors Act of 1940) to direct investments, or may give the Trustee sole
investment management responsibility. The Employer may purchase and sell
interests in a registered investment company (i.e., mutual funds) for which the
Sponsor, its parent, affiliates, or successors, may serve as investment advisor,
custodian, transfer agent, or otherwise and receive compensation from the
registered investment company for providing such services. The Employer shall
advise the Trustee in writing regarding the retention of investment powers, the
appointment of an investment manager, or the delegation of investment powers to
the Trustee. Any investment directive under this Plan shall be made in writing
by the Employer or investment manager, as the case may be. In the absence of
such written directive, the Trustee shall automatically invest the available
cash in its discretion in an appropriate interim investment until specific
investment directions are received. Such instructions regarding the delegation
of investment responsibility shall remain in force until revoked or amended in
writing. The Trustee shall not be responsible for the propriety of any directed
investment made and shall not be required to consult with or advise the Employer
regarding the investment quality of any directed investment held hereunder. If
the Employer fails to designate an investment manager, the Trustee shall have
full investment authority. If the Employer does not issue investment directions,
the Trustee shall have authority to invest the Fund in its sole discretion.
While the Employer may direct the Trustee with respect to Plan investments, the
Employer may not:

         (a)      borrow from the Fund or pledge any of the assets of the Fund
                  as security for a loan,

         (b)      buy property or assets from or sell property or assets to the
                  Fund,

         (c)      charge any fee for services rendered to the Fund, or

         (d)      receive any services from the Fund on a preferential basis.

13.8 EMPLOYEE INVESTMENT DIRECTION If agreed to by the Trustee and approved by
the Employer in the Adoption Agreement, Participants shall be given the option
to direct the investment of their personal contributions and their share of the
Employer's contribution among alternative investment funds established as part
of the overall Fund. Unless otherwise specified by the Employer in the Adoption
Agreement, such investment funds shall be under the full control of the
management of the Trustee, or its affiliates, including registered investment
companies (i.e. mutual funds) for which the Trustee or its affiliates receive
compensation for serving as investment advisor, custodian, transfer agent or
otherwise. Such investment funds shall be limited to the following investments
(or such other investments as the Trustee may expressly approve): (1) registered
securities obtainable through any brokerage house mutually designated by the
Participant and the Trustee, either "over-the-counter" or on a registered
national exchange; (2) any insurance or endowment policy issued by a corporation
subject to the supervision of the insurance commissioner, bank commissioner, or
any agency or officer performing like functions, of any state or territory of
the United States or the District of Columbia; (3)


                                       74
<PAGE>   82
savings accounts or deposits with the Sponsor, or its affiliates, or, with the
Trustee's approval, with a similar financial institution supervised by the
United States or a state -- all such deposits to bear a reasonable rate of
interest; (4) shares of investment companies registered under the Investment
Company Act of 1940, as amended; or any combination of the above. The
Participant may direct the Trustee to leave earnings on any securities so
obtained with the designated brokerage house for reinvestment in accordance with
the instructions of the Participant, or the Participant may direct that earnings
on such securities be invested in a savings account under option (3) above. If a
Participant fails to direct the Trustee as to the investment of any portion of
his account that is held by the Trustee and which is subject to direction of
investment by the Participant, that portion of his account shall be held in a
savings account of the Trustee until such time as the Trustee receives an
effective investment direction for such portion. The Trustee shall have no duty
to inquire into or to invest that portion of the Participant's account that may
be held with a broker or any person other than the Trustee. The right to direct
investments under this Section shall be the sole and exclusive power granted to
Participants. If investments outside the Trustee's control are allowed,
Participants may not direct that investments be made in collectibles, other than
U.S. Government or State issued gold and silver coins. The exercise of
investment directions by a Participant shall not cause such a Participant to be
a fiduciary solely by reason of such exercise, and neither the Trustee nor any
other fiduciary of this Plan shall be liable for any loss, or by reason of any
breach, which results from such Participant's exercise of investment directions.
In its discretion, in the case of Plan assets that are subject to investment
direction by Participants, the Trustee is hereby authorized to enter into a
custodial and investment direction arrangement with a brokerage firm, under
which arrangement: a Participant may transmit an investment instruction directly
to such broker; the Trustee is notified of such transaction by wire and receives
a broker's advice upon consummation of the trade; a portion of the assets of the
Participant's account may be kept on deposit in the brokerage account maintained
for such Participant, and is not reflected on the records of the Trustee; the
Trustee and Participant receive a monthly statement of assets and transactions
from the broker. Under said arrangement, the brokerage firm is hereby designated
as the person charged with the responsibility of holding the assets of the
Participant's account that is in the custody of the brokerage firm. All
investment direction arrangements with brokerage firms that are outstanding
under the Sponsor's Prototype Plan and Trust shall continue to apply hereunder
until modified or rescinded. The following rules shall apply to the
administration of such funds.

         (a)      At the time an Employee becomes eligible for the Plan, he or
                  she shall complete an investment designation form stating the
                  percentage of his or her contributions to be invested in the
                  available funds.

         (b)      A Participant may change his or her election with respect to
                  future contributions by filing a new investment designation
                  form with the Employer in accordance with the procedures
                  established by the Plan Administrators.

         (c)      A Participant may elect to transfer all or part of his or her
                  balance from one investment fund to another by filing an
                  investment


                                       75
<PAGE>   83
                  designation form with the Employer in accordance with the
                  procedures established by the Plan Administrators.

         (d)      The Employer shall be responsible when transmitting Employee
                  and Employer contributions to show the dollar amount to be
                  credited to each investment fund for each Employee.

         (e)      Except as otherwise provided in the Plan, neither the Trustee,
                  nor the Employer, nor any fiduciary of the Plan shall be
                  liable to the Participant or any of his or her beneficiaries
                  for any loss resulting from action taken at the direction of
                  the Participant.


                                   ARTICLE XIV

                              TOP-HEAVY PROVISIONS

14.1 APPLICABILITY OF RULES If the Plan is or becomes Top-Heavy in any Plan Year
beginning after 1983, the provisions of this Article will supersede any
conflicting provisions in the Plan or Adoption Agreement.

14.2 MINIMUM CONTRIBUTION Notwithstanding any other provision in the Employer's
Plan, for any Plan Year in which the Plan is Top-Heavy or Super Top-Heavy, the
aggregate Employer contributions and forfeitures allocated on behalf of any
Participant (without regard to any Social Security contribution) under this Plan
and any other Defined Contribution Plan of the Employer shall be lesser of 3% of
such Participant's Compensation or the largest percentage of Employer
contributions and forfeitures, as a percentage of the first $200,000, as
adjusted under Code Section 415(d), of the Key Employee's Compensation,
allocated on behalf of any Key Employee for that year.

Each Participant who is employed by the Employer on the last day of the Plan
Year shall be entitled to receive an allocation of the Employer's minimum
contribution for such Plan Year. The minimum allocation applies even though
under other Plan provisions the Participant would not otherwise be entitled to
receive an allocation, or would have received a lesser allocation for the year
because the Participant fails to make Mandatory Contributions to the Plan, the
Participant's Compensation is less than a stated amount, or the Participant
fails to complete 1,000 Hours of Service (or such lesser number designated by
the Employer in the Adoption Agreement) during the Plan Year. A Paired
profit-sharing plan designated to provide the minimum Top-Heavy contribution
must do so regardless of profits. An Employer may make the minimum Top-Heavy
contribution available to all Participants or just non-Key Employees.

For purposes of computing the minimum allocation, Compensation shall mean
Compensation as defined in paragraph 1.12(c) of the Plan.

The Top-Heavy minimum contribution does not apply to any Participant to the
extent the Participant is covered under any other plan(s) of the Employer and
the Employer has provided in Section 11 of the Adoption Agreement that the
minimum allocation or


                                       76
<PAGE>   84
benefit requirements applicable to Top-Heavy Plans will be met in the other
plan(s).

If a Key Employee makes an Elective Deferral or has an allocation of Matching
Contributions made to his or her account, a Top-Heavy minimum will be required
for non-Key Employees who are Participants, however, neither Elective Deferrals
by nor Matching Contributions to non-Key Employees may be taken into account for
purposes of satisfying the top-heavy Minimum Contribution requirement.

14.3 MINIMUM VESTING For any Plan Year in which this Plan is Top-Heavy, the
minimum vesting schedule elected by the Employer in the Adoption Agreement will
automatically apply to the Plan. If the vesting schedule selected by the
Employer in the Adoption Agreement is less liberal than the allowable schedule,
the schedule will automatically be modified. If the vesting schedule under the
Employer's Plan shifts in or out of the Top-Heavy schedule for any Plan Year,
such shift is an amendment to the vesting schedule and the election in paragraph
9.8 of the Plan applies. The minimum vesting schedule applies to all accrued
benefits within the meaning of Code Section 411(a)(7) except those attributable
to Employee contributions, including benefits accrued before the effective date
of Code Section 416 and benefits accrued before the Plan became Top-Heavy.
Further, no reduction in vested benefits may occur in the event the Plan's
status as Top-Heavy changes for any Plan Year.

However, this paragraph does not apply to the account balances of any Employee
who does not have an Hour of Service after the Plan initially becomes Top-Heavy
and such Employee's account balance attributable to Employer contributions and
forfeitures will be determined without regard to this paragraph.

14.4 LIMITATIONS ON ALLOCATIONS In any Plan Year in which the Top-Heavy Ratio
exceeds 90% (i.e., the Plan becomes Super Top-Heavy), the denominators of the
Defined Benefit Fraction (as defined in paragraph 1.16) and Defined Contribution
Fraction (as defined in paragraph 1.19) shall be computed using 100% of the
dollar limitation instead of 125%.

                                   ARTICLE XV

                            AMENDMENT AND TERMINATION

15.1 AMENDMENT BY SPONSOR The Sponsor may amend any or all provisions of this
Plan and Trust/Custodial Account at any time without obtaining the approval or
consent of any Employer which has adopted this Plan and Trust/Custodial Account
provided that no amendment shall authorize or permit any part of the corpus or
income of the Fund to be used for or diverted to purposes other than for the
exclusive benefit of Participants and their beneficiaries, or eliminate an
optional form of distribution. In the case of a mass-submitted plan, the
mass-submitter shall amend the Plan on behalf of the Sponsor.


                                       77
<PAGE>   85
15.2 AMENDMENT BY EMPLOYER The Employer may amend any option in the Adoption
Agreement, and may include language as permitted in the Adoption Agreement,

         (a)      to satisfy Code Section 415, or

         (b)      to avoid duplication of minimums under Code Section 416

because of the required aggregation of multiple plans.

The Employer may add certain model amendments published by the Internal Revenue
Service which specifically provide that their adoption will not cause the Plan
to be treated as an individually designed plan for which the Employer must
obtain a separate determination letter.

If the Employer amends the Plan and Trust/Custodial Account other than as
provided above, the Employer's Plan shall no longer participate in this
Prototype Plan and will be considered an individually designed plan.

15.3 TERMINATION Employers shall have the right to terminate their Plans upon 60
days notice in writing to the Trustee/Custodian. If the Plan is terminated,
partially terminated, or if there is a complete discontinuance of contributions
under a profit-sharing plan maintained by the Employer, all amounts credited to
the accounts of Participants shall vest and become nonforfeitable. In the event
of a partial termination, only those who are affected by such partial
termination shall be fully vested. In the event of termination, the Employer
shall direct the Trustee/Custodian with respect to the distribution of accounts
to or for the exclusive benefit of Participants or their beneficiaries. The
Trustee/Custodian shall dispose of the Fund in accordance with the written
directions of the Plan Administrator, provided that no liquidation of assets and
payment of benefits, (or provision therefor), shall actually be made by the
Trustee/Custodian until after it is established by the Employer in a manner
satisfactory to the Trustee/Custodian, that the applicable requirements, if any,
of the Employee Retirement Income Security Act of 1974 and the Internal Revenue
Code governing the termination of employee benefit plans, have been or are
being, complied with, or that appropriate authorizations, waivers, exemptions,
or variances have been, or are being obtained.

15.4 QUALIFICATION OF EMPLOYER'S PLAN If the adopting Employer fails to attain
or retain Internal Revenue Service qualification, such Employer's Plan shall no
longer participate in this Prototype Plan and will be considered an individually
designed plan.


15.5 MERGERS AND CONSOLIDATIONS

         (a)      In the case of any merger or consolidation of the Employer's
                  Plan with, or transfer of assets or liabilities of the
                  Employer's Plan to, any other plan, Participants in the
                  Employer's Plan shall be entitled


                                       78
<PAGE>   86
                  to receive benefits immediately after the merger,
                  consolidation, or transfer which are equal to or greater than
                  the benefits they would have been entitled to receive
                  immediately before the merger, consolidation, or transfer if
                  the Plan had then terminated.

         (b)      Any corporation into which the Trustee/Custodian or any
                  successor trustee/custodian may be merged or with which it may
                  be consolidated, or any corporation resulting from any merger
                  or consolidation to which the Trustee/Custodian or any
                  successor trustee/custodian may be a party, or any corporation
                  to which all or substantially all the trust business of the
                  Trustee/Custodian or any successor trustee/custodian may be
                  transferred, shall be the successor of such Trustee/Custodian
                  without the filing of any instrument or performance of any
                  further act, before any court.

15.6 RESIGNATION AND REMOVAL The Trustee/Custodian may resign by written notice
to the Employer which shall be effective 60 days after delivery. The Employer
may discontinue its participation in this Prototype Plan and Trust/Custodial
Account effective upon 60 days written notice to the Sponsor. In such event the
Employer shall, prior to the effective date thereof, amend the Plan to eliminate
any reference to this Prototype Plan and Trust/Custodial Account and appoint a
successor trustee or custodian or arrange for another funding agent. The
Trustee/Custodian shall deliver the Fund to its successor on the effective date
of the resignation or removal, or as soon thereafter as practicable, provided
that this shall not waive any lien the Trustee/Custodian may have upon the Fund
for its compensation or expenses. If the Employer fails to amend the Plan and
appoint a successor trustee, custodian, or other funding agent within the said
60 days, or such longer period as the Trustee/Custodian may specify in writing,
the Plan shall be deemed individually designed and the Employer shall be deemed
the successor trustee/custodian. The Employer must then obtain its own
determination letter.

15.7 QUALIFICATION OF PROTOTYPE The Sponsor intends that this Prototype Plan
will meet the requirements of the Code as a qualified Prototype Retirement Plan
and Trust/Custodial Account. Should the Commissioner of Internal Revenue or any
delegate of the Commissioner at any time determine that the Plan and
Trust/Custodial Account fails to meet the requirements of the Code, the Sponsor
will amend the Plan and Trust/Custodial Account to maintain its qualified
status.

                                   ARTICLE XVI

                                  GOVERNING LAW

Construction, validity and administration of the Prototype Plan and
Trust/Custodial Account, and any Employer Plan and Trust/Custodial Account as
embodied in the Prototype document and accompanying Adoption Agreement, shall be
governed by Federal law to the extent applicable and to the extent not
applicable by the laws of the State/Commonwealth in which the principal office
of the Sponsor or its affiliate which is designated as Trustee or Custodian in
the Adoption Agreement, is located.


                                       79
<PAGE>   87
                                    EXHIBIT A

The Funds available for investment shall be as follows:

         BANK STOCK FUND - An investment in common stock of the Wilmington Trust
Corporation.

         SHORT TERM U.S. GOVERNMENT FUND - An investment in securities that are
issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

         BOND FUND - an investment in a broadly diversified mix of investment
quality, fixed income securities.

         GROWTH STOCK FUND - An investment in a group of stocks which have the
potential for long-term capital appreciation, below average dividends and above
average volatility.

         VALUE STOCK FUND - An investment in a group of stocks which have the
potential for long-term capital appreciation, above average dividends and below
average volatility.

         INTERNATIONAL STOCK FUND - An investment in securities diversified
among non-U.S. companies and industries.

         SMALL CAP STOCK FUND - An investment in the stock of companies whose
market capitalizations are between $50 and $100 million.

         MONEY MARKET FUND - An investment in U.S. dollar-denominated money
market instruments issued by the U.S. or foreign banks, corporations, the U.S.
Treasury and government agencies, which mature in 90 days or less.
<PAGE>   88
                                    EXHIBIT B

                           MAXIMUM BENEFIT LIMITATIONS

         If a Participant participates in another plan sponsored by the
Employer, the total of such Participant's Defined Contribution Fraction and
Defined Benefit Fractions at the end of any Plan Year shall not exceed 1.0.

         The "Defined Benefit Fraction" for any Plan Year is a fraction, the
numerator of which is the projected annual benefit of the Participant under the
Plan (determined as of the close of the Plan Year), and the denominator of which
is the lesser of (i) the product of 1.25, multiplied by the dollar limitation in
effect under Section 415(b)(1)(A) of the Code for such year, or (ii) the product
of 1.4 multiplied by the amount which may be taken into account under Section
415(b) (1)(B) of the Code with respect to such individual under the Plan for
such year.

         The "Defined Contribution Fraction" for any Plan Year is a fraction,
the numerator of which is the sum of the Annual Additions to the Participant's
account as of the close of the Plan Year, and the denominator of which is the
sum of the lesser of the following amounts determined for such Plan Year and for
each prior Year of Service with the employer: (i) the product of 1.25,
multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the
Code, for such Plan Year, or (ii) the product of 1.4, multiplied by the amount
which may be taken into account under Section 415(c) (1) (B) of the Code with
respect to such individual under such plan for such Plan Year.

         In order to avoid disqualification of the Plan or other qualified plans
of the Employer under Section 415 of the Code in the event the limits just
described are exceeded, contributions on behalf of a Participant under each plan
shall be adjusted as follows:

         a.       the Participant's after tax voluntary contributions shall be
                  returned;

         b.       the Participant's pre-tax elective contribution shall be
                  proportionately reduced; and

         c.       the Participant's share of Employer contributions shall be
                  proportionately reduced.

         The interest rate to be used for all actuarial equivalence purposes is
8-1/2%. The mortality table to be used for all actuarial equivalence purposes
is the UP-1984 Mortality Table. The table is to be used without adjustment for
non-disabled lives; the mortality rates for disabled participants to be that of
a non-disabled life ten years older.
<PAGE>   89
                                    EXHIBIT C

                           TOP-HEAVY RATIO PROVISIONS

         Top-Heavy means that the aggregate of the accrued benefit of all Key
Employees hereunder, and the actuarial equivalent of the accrued benefits under
any plan which is part of a required or permissive aggregation group, including
any amount distributed to any Participants during the five years ending on the
determination date, and the actuarial equivalent of the accrued benefit and the
accrued benefits under any plan which is a part of a required or permissive
aggregation group, of each then Non-key Employee who was previously a Key
Employee, exceeds 60% of the aggregate of the accrued benefits and the actuarial
equivalent of the accrued benefits under any plan which is part of a required or
permissive aggregation group, of all Plan Participants as of such determination
date.

         The required aggregation group shall consist of any plans qualified
under Section 401(a) of the Code in which a Key Employee participates or which
enables this Plan to meet the requirements of Section 401(a)(4)of the Code. The
permissive aggregation group shall consist of the required aggregation group
plus any other plan to the extent that such plan, when so aggregated, continues
to meet the requirement of Sections 401(a) (4) and 410 of the Code.

         The interest rate to be used for all actuarial equivalence purposes is
8-1/2%. The mortality table to be used for all actuarial equivalence purposes
is the UP-1984 Mortality Table. The table is to be used without adjustment for
non-disabled lives; the mortality rates for disabled participants to be that of
a non-disabled life ten years older.
<PAGE>   90
                                    EXHIBIT D

                       SECURITIES EXCHANGE ACT PROVISIONS

         "SECTION 16 OFFICERS" means directors and associate directors of
Wilmington Trust Corporation and/or Wilmington Trust Company and officers of
Wilmington Trust Corporation and/or Wilmington Trust Company designated as
Section 16 Officers by resolution of the Board of Directors of the respective
corporations from time to time.

         INVESTMENT RESTRICTIONS. Notwithstanding other provisions of this Plan
to the contrary, Section 16 Officers shall be precluded from making elections to
invest in the Bank Stock Fund on or after August 22, 1991.

         Section 16 Officers who participate in the Bank Stock Fund on or after
August 22, 1991 shall be prohibited from transferring funds from the Bank Stock
Fund to any of the other Funds available under the Plan unless, six months prior
to each January 1 an irrevocable election is made with regard to the liquidation
of all or a Portion of Bank Stock Fund.

         Section 16 Officers who request loans from the Plan, and who, at such
time, participate in the Bank Stock Fund, shall make irrevocable elections at
least six months prior to the time the loans will be made to sell the
appropriate shares of the Wilmington Trust Corporation to raise the cash to
provide the loan proceeds.

         Shares of the Wilmington Trust Corporation purchased by the Plan on
behalf of Section 16 Officers shall be made on the open market.

         STOCK RETENTION REQUIREMENTS. Section 16 Officers who receive
distributions from the Plan in the form of Bank Stock are required to retain the
Stock so distributed for a period of at least six months.

         PARTICIPATION RESTRICTIONS. Section 16 Officers who elect to cease
participation in the Plan shall be precluded from re-participation for a period
of at least six months from the date they ceased participation. In no event
shall Section 16 Officers be permitted to re-participate in the Plan on any day
other than an Entry Date.
<PAGE>   91
                                                                       PLAN #002

                                 NONSTANDARDIZED

                               ADOPTION AGREEMENT

                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING

                        PLAN AND TRUST/CUSTODIAL ACCOUNT

                                  SPONSORED BY

                            WILMINGTON TRUST COMPANY

The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Prototype Plan and Trust/Custodial Account Basic Plan
Document #04.

1.   EMPLOYER INFORMATION

         NOTE:     If multiple Employers are adopting the Plan, complete this
                   section based on the lead Employer. Additional Employers may
                   adopt this Plan by attaching executed signature pages to the
                   back of the Employer's Adoption Agreement.

         (a)      NAME AND ADDRESS:

                  WILMINGTON TRUST COMPANY,
                  1100 N. MARKET STREET
                  WILMINGTON, DE 19890

         (b)      TELEPHONE NUMBER:                  (302) 651-1463

         (c)      TAX ID NUMBER:                       51-0291463

         (d)      FORM OF BUSINESS:

                  [ ]      (i)      Sole Proprietor

                  [ ]      (ii)     Partnership

                  [x]      (iii)    Corporation

                  [ ]      (iv)     "S" Corporation (formerly known as
                                    Subchapter S)

                  [ ]      (v)      Other:
<PAGE>   92
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002


         (e)      NAME OF INDIVIDUAL AUTHORIZED TO ISSUE INSTRUCTIONS TO THE
                  TRUSTEE/CUSTODIAN:

                  THRIFT COMMITTEE APPOINTEE(S)

         (f)      NAME OF PLAN:     WILMINGTON TRUST THRIFT SAVINGS PLAN

         (g)      THREE DIGIT PLAN NUMBER
                  FOR ANNUAL RETURN/REPORT: 002

2.       EFFECTIVE DATE

         (a)      This is a new Plan having an effective date of

         (b)      This is an amended Plan. The effective date of the original
                  Plan was JANUARY 1, 1985

                  The effective date of the amended Plan is JANUARY 1, 1996. If
                  amendment is being made to comply with TRA '86, Sections 7(f),
                  7(g) and 12 herein shall be effective as of the first day of
                  the 1989 Plan Year.

         (c)      If different from above, the Effective Date for the Plan's
                  Elective Deferral provisions shall be ________________.

         (d)      The Effective Date of Trustee or Custodian appointment:
                  _____________.

                  To the extent the Effective Date of the appointment of the
                  Trustee or the Custodian is later than the Effective Date of
                  the amended Plan, the Trustee or the Custodian will have no
                  liability for the acts or the omissions of the prior trustee
                  or prior custodian. The Employer shall hold the Trustee or the
                  Custodian harmless with respect to prior acts or omissions of
                  the prior trustee or prior custodian.


                                       2
<PAGE>   93
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         3.       DEFINITIONS

         (a)      "Collective or Commingled Funds" (Applicable to institutional
                  Trustees only.) Investment in collective or commingled funds
                  as permitted at paragraph 13.3(b) of the Basic Plan Document
                  #04 shall only be made to the following specifically named
                  fund(s):

       SEE EXHIBIT A, ATTACHED

                  Funds made available after the execution of this Adoption
                  Agreement will be listed on schedules attached to the end of
                  this Adoption Agreement.

         (b)      "Compensation" Compensation shall be determined on the basis
                  of the:

         [X]      (i)    Plan Year.

         [ ]      (ii)   Employer's Taxable Year.

         [ ]      (iii)  Calendar Year.

                  Compensation shall be determined on the basis of the following
                  safe-harbor definition of Compensation in IRS Regulation
                  Section 1.414(s)-l(c):

         [ ]      (iv)   Code Section 6041 and 6051 Compensation,

         [X]      (v)    Code Section 3401(a) Compensation, or

         [ ]      (vi)   Code Section 415 Compensation.

                  Compensation [X] shall [ ] shall not include Employer
                  contributions made pursuant to a Salary Savings Agreement
                  which are not includable in the gross income of the Employee
                  for the reasons indicated in the definition of Compensation at
                  1.12 of the Basic Plan Document #04.

                  For purposes of the Plan, Compensation shall be limited to
                  $__________, the maximum amount which will be considered for
                  Plan purposes. [If an amount is specified, it will limit the
                  amount of contributions allowed on behalf of higher
                  compensated Employees. Completion of this section is not
                  intended to coordinate with the $200,000 of Code Section
                  415(d), thus the amount should be less than $200,000 as
                  adjusted for cost-of-living increases.]


                                       3
<PAGE>   94
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         (iii)    Exclusions From Compensation:

                  (1)      overtime.

                  (2)      bonuses, other than "Profit Sharing Bonus."

                  (3)      commissions.

                  (4)      SHIFT DIFFERENTIAL, & IMPUTED COMPENSATION

         Type of Contribution(s)                                  Exclusion(s)

         Elective Deferrals [Section 7(b)]                         1,2,3,4

         Matching Contributions [Section 7(c)]                     1,2,3,4

         Qualified Non-Elective Contributions [Section 7(d)]
         and Non-Elective Contributions [Section 7(e)]             1,2,3,4

         (c)      "Entry Date"

                  [ ]      (i)      The first day of the Plan Year nearest the
                                    date on which an Employee meets the
                                    eligibility requirements.

                  [ ]      (ii)     The earlier of the first day of the Plan
                                    Year or the first day of the seventh month
                                    of the Plan Year coinciding with or
                                    following the date on which an Employee
                                    meets the eligibility requirements.

                  [ ]      (iii)    The first day of the Plan Year following the
                                    date on which the Employee meets the
                                    eligibility requirements. If this election
                                    is made, the Service requirement at 4(a)(ii)
                                    may not exceed 1/2 year and the age
                                    requirement at 4(b)(ii) may not exceed
                                    20-1/2.

                  [ ]      (iv)     The first day of the month coinciding with
                                    or following the date on which an Employee
                                    meets the eligibility requirements.

                  [X]      (v)      The first day of the Plan Year, or the first
                                    day of the fourth month, or the first day of
                                    the seventh month or the first day of the
                                    tenth month, of the Plan Year coinciding
                                    with or following


                                       4
<PAGE>   95
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                  the date on which an Employee meets the eligibility
                  requirements.

         (d)      "Hours of Service" Shall be determined on the basis of the
                  method selected below. Only one method may be selected. The
                  method selected shall be applied to all Employees covered
                  under the Plan as follows:

                  [X]      (i)      On the basis of actual hours for which an
                                    Employee is paid or entitled to payment.

                  [ ]      (ii)     On the basis of days worked.
                                    An Employee shall be credited with ten (10)
                                    Hours of Service if under paragraph 1.42 of
                                    the Basic Plan Document #04 such Employee
                                    would be credited with at least one (1) Hour
                                    of Service during the day.

                  [ ]      (iii)    On the basis of weeks worked.
                                    An Employee shall be credited with
                                    forty-five (45) Hours of Service if under
                                    paragraph 1.42 of the Basic Plan Document
                                    #04 such Employee would be credited with at
                                    least one (1) Hour of Service during the
                                    week.

                  [ ]      (iv)     On the basis of semi-monthly Payroll
                                    periods. An Employee shall be credited with
                                    ninety-five (95) Hours of Service if under
                                    paragraph 1.42 of the Basic Plan Document
                                    #04 such Employee would be credited with at
                                    least one (1) Hour of Service during the
                                    semi-monthly payroll period.

                  [ ]      (v)      On the basis of months worked. An Employee
                                    shall be credited with one-hundred-ninety
                                    (190) Hours of Service if under paragraph
                                    1.42 of the Basic Plan Document #04 such
                                    Employee would be credited with at least one
                                    (1) Hour of Service during the month.

         (e)      "Limitation Year" The 12-consecutive month period commencing
                  on JANUARY 1 and ending on DECEMBER 31.

                  If applicable, the Limitation Year will be a short Limitation
                  Year commencing on__________ and ending on ______________.
                  Thereafter, the Limitation Year shall end on the date last
                  specified above.


                                       5
<PAGE>   96
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         (f)      "Net Profit"

                  [X]      (i)      Not applicable (profits will not be required
                                    for any contributions to the Plan).

                  [ ]      (ii)     As defined in paragraph 1.49 of the Basic
                                    Plan Document #04.

                  [ ]      (iii)    Shall be defined as:

                           (Only use if definition in paragraph 1.49 of the
                           Basic Plan Document #04 is to be superseded.)

         (g)      "Plan Year" The 12-consecutive month period commencing on
                  JANUARY 1 and ending on DECEMBER 31.

                  If applicable, the Plan Year will be a short Plan Year
                  commencing on _____, and ending on _______. Thereafter, the
                  Plan Year shall end on the date last specified above.

         (h)      "Qualified Early Retirement Age" For purposes of making
                  distributions under the provisions of a Qualified Domestic
                  Relations Order, the Plan's Qualified Early Retirement Age
                  with regard to the Participant against whom the order is
                  entered [X] shall [ ] shall not be the date the order is
                  determined to be qualified. If "shall" is elected, this will
                  only allow pay out to the alternate payee(s).

         (i)      "Qualified Joint and Survivor Annuity" The safe-harbor
                  provisions of paragraph 8.7 of the Basic Plan Document #04 [ ]
                  are [X] are not applicable. If not applicable, the survivor
                  annuity shall be 50% (50%, 66-2/3%, 75% or 100%) of the
                  annuity payable during the lives of the Participant and
                  Spouse. If no answer is specified, 50% will be used.

         (j)      "Taxable Wage Base"

                  [X]      (i)      Not Applicable - Plan is not integrated with
                                    Social Security.

                  [ ]      (ii)     The maximum earnings considered wages for
                                    such Plan Year under Code Section 312 l(a).

                  [ ]      (iii)    ____% (not more than 100%) of the amount
                                    considered wages for such Plan Year under
                                    Code Section 3121(a).


                                       6
<PAGE>   97
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                  [ ]      (iv)     $________, provided that such amount is not
                                    in excess of the amount determined under
                                    paragraph 3(j)(ii) above.

                  [ ]      (v)      For the 1989 Plan Year $10,000. For all
                                    subsequent Plan Years, 20% of the maximum
                                    earnings considered wages for such Plan Year
                                    under Code Section 3121(a).

                           NOTE: Using less than the maximum at (ii) may result
                           in a change in the allocation formula in Section 7.

         (k)      "Valuation Date(s)" Allocations to Participant Accounts will
                  be done in accordance with Article V of the Basic Plan
                  Document #04:

                  (i)      Daily                     (v)      Quarterly
                  (ii)     Weekly                    (vi)     Semi-Annually
                  (iii)    Monthly                   (vii)    Annually
                  (iv)     Bi-Monthly

                  Indicate Valuation Date(s) to be used by specifying option
from list above:

<TABLE>
<CAPTION>
                  Type of Contribution(s)                              Valuation Date(s)
                  -----------------------                              -----------------
<S>                                                                    <C>
                  After-Tax Voluntary Contributions [Section 6]                 V

                  Elective Deferrals [Section 7(b)]                             V

                  Matching Contributions [Section 7(c)]                         V

                  Qualified Non-Elective Contributions [Section 7(d)]           V

                  Non-Elective Contributions [Section 7(e), (f) and (g)]        V

                  Minimum Top-Heavy Contributions [Section 7(i)]                V
</TABLE>


                                       7
<PAGE>   98
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         (1)      "Year of Service"

                  (i)      For Eligibility Purposes: The 12-consecutive month
                           period during which an Employee is credited with 0
                           (not more than 1,000) Hours of Service.

                  (ii)     For Allocation Accrual Purposes: The 12-consecutive
                           month period during which an Employee is credited
                           with 0 (not more than 1,000) Hours of Service.

                  (iii)    For Vesting Purposes: The 12-consecutive month period
                           during which an Employee is credited with 0 (not more
                           than 1,000) Hours of Service.

4.   ELIGIBILITY REQUIREMENTS

         (a)      Service:

                  (i)      For Elective Deferrals, and Required Voluntary
                           Contributions or Employer Contributions [unless
                           specified otherwise at (ii) below]:

                           [X]    (1)      The Plan shall have no service
                                           requirement.

                           [ ]    (2)      The Plan shall cover only Employees
                                           having completed at least _____ [not
                                           more than three (3)] Years of
                                           Service. If more than one (1) is
                                           specified, for Plan Years beginning
                                           in 1989 and later, the answer will be
                                           deemed to be one (1).

                  (ii)     For contributions [not covered at (i) above] specify
                           the Service requirements below:

<TABLE>
<CAPTION>
                                                                Service
                  Type of Contribution                        Requirement
                  --------------------                        -----------
<S>                                                           <C>
                  Employer Matching                           __________

                  Qualified Non-Elective                      __________

                  Discretionary Profit-Sharing                __________

                  Required Voluntary                          __________

                  Required Voluntary                          __________
</TABLE>


                                       8
<PAGE>   99
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         Not more than three (3) years may be specified. If more than two (2)
         years is specified, for Plan Years beginning in 1989 and later, the
         requirement will be deemed to be two (2) years.

         NOTE:    If the eligibility period selected is or includes a fractional
                  year, an Employee will not be required to complete any
                  specified number of Hours of Service to receive credit for
                  such period. Participants will be eligible for Top-Heavy
                  minimum contributions after the period in (i) above, assuming
                  they satisfy the other requirements of this Section 4.
         (b)      Age:

                  [X]      (i)      The Plan shall have no minimum age
                                    requirement.

                  [ ]      (ii)     The Plan shall cover only Employees having
                                    attained age ____ (not more than age 21).

         (c)      Classification:

                  The Plan shall cover all Employees who have met the age and
                  service requirements with the following exceptions:

                  [ ]      (i)      No exceptions.

                  [X]      (ii)     The Plan shall exclude Employees included in
                                    a unit of Employees covered by a collective
                                    bargaining agreement between the Employer
                                    and Employee Representatives, if retirement
                                    benefits were the subject of good faith
                                    bargaining. For this purpose, the term
                                    "Employee Representative" does not include
                                    any organization more than half of whose
                                    members are Employees who are owners,
                                    officers, or executives of the Employer.

                  [ ]      (iii)    The Plan shall exclude Employees who are
                                    nonresident aliens and who receive no earned
                                    income from the Employer which constitutes
                                    income from sources within the United
                                    States.

                  [X]      (iv)     The Plan shall exclude from participation
                                    any nondiscriminatory classification of
                                    Employees determined as follows:

                                    ALL NON-"SALARY ROLL" STAFF MEMBERS. SALARY
                                    ROLL STAFF MEMBER


                                       9
<PAGE>   100
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                  DEFINED AS AN INDIVIDUAL EMPLOYED BY THE EMPLOYER WHO RECEIVES
                  BASE SALARY FOR REGULAR SERVICES OF AT LEAST 35 HOURS PER WEEK

         (d)      Employees on Effective Date:

                [X]      (i)      Not Applicable. All Employees will be required
                                  to satisfy both the age and Service
                                  requirements specified above.

                [ ]      (ii)     Employees employed on the Plan's Effective
                                  Date do not have to satisfy the Service
                                  requirements specified above.

                [ ]      (iii)    Employees employed on the Plan's Effective
                                  Date do not have to satisfy the age
                                  requirements specified above.

5.       RETIREMENT AGES

         (a)      Normal Retirement Age:

                  If the Employer imposes a requirement that Employees retire
                  upon reaching a specified age, the Normal Retirement Age
                  selected below may not exceed the Employer imposed mandatory
                  retirement age.

                  [ ]      (i)      Normal Retirement Age shall be _____ (not to
                                    exceed age 65).

                  [X]      (ii)     Normal Retirement Age shall be the later of
                                    attaining age 65 (not to exceed age 65) or
                                    the 5 (not to exceed the 5th) anniversary of
                                    the first day of the first Plan Year in
                                    which the Participant commenced
                                    participation in the Plan.

         (b)      Early Retirement Age:

                  [ ]      (i)      Not Applicable.

                  [X]      (ii)     The Plan shall have an Early Retirement Age
                                    of 55 (not less than 55) and completion of
                                    10 Years of Service.

                                       10
<PAGE>   101
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

6.       EMPLOYEE CONTRIBUTIONS

         [X]      (a)      Participants shall be permitted to make Elective
                           Deferrals in any amount from 1% up to 15% of their
                           Compensation.

                           If (a) is applicable, Participants shall be permitted
                           to amend their Salary Savings Agreements to change
                           the contribution percentage as provided below:

                           [ ]      (i)     On the Anniversary Date of the Plan,

                           [ ]      (ii)    On the Anniversary Date of the Plan
                                            and on the first day of the seventh
                                            month of the Plan Year,

                           [X]      (iii)   On the Anniversary Date of the Plan
                                            and on the first day following any
                                            Valuation Date, or

                           [ ]      (iv)    Upon 30 days notice to the Employer.

         [X]      (b)      Participants shall be permitted to  make after tax
                           Voluntary Contributions.

         [ ]      (c)      Participants shall be required to make after tax
                           Voluntary Contributions as follows (Thrift
                           Savings Plan):

                           [ ]      (i)    ____ % of Compensation.

                           [ ]      (ii)    A percentage determined by the
                                            Employee on his or her enrollment
                                            form.

         [X]      (d)      If necessary to pass the Average Deferral Percentage
                           Test, Participants [X] may [ ] may not have Elective
                           Deferrals recharacterized as Voluntary Contributions.

                  NOTE:    The Average Deferral Percentage Test will apply to
                           contributions under (a) above. The Average
                           Contribution Percentage Test will apply to
                           contributions under (b) and (c) above, and may apply
                           to (a).

                                       11
<PAGE>   102
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

7.       EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

         NOTE:    The Employer shall make contributions to the Plan in
                  accordance with the formula or formulas selected below. The
                  Employer's contribution shall be subject to the limitations
                  contained in Articles III and X. For this purpose, a
                  contribution for a Plan Year shall be limited for the
                  Limitation Year which ends with or within such Plan Year.
                  Also, the integrated allocation formulas below are for Plan
                  Years beginning in 1989 and later. The Employer's allocation
                  for earlier years shall be as specified in its Plan prior to
                  amendment for the Tax Reform Act of 1986.

         (a)      Profits Requirement:

                  (i)      Current or Accumulated Net Profits are required for:

                           [ ]      (A)     Matching Contributions.

                           [ ]      (B)     Qualified Non-Elective
                                            Contributions.

                           [ ]      (C)     discretionary contributions.

                  (ii)     No Net Profits are required for:

                           [x]      (A)     Matching Contributions.

                           [X]      (B)     Qualified Non-Elective
                                            Contributions.

                           [X]      (C)     discretionary contributions.

         NOTE: Elective Deferrals can always be contributed regardless of
               profits.

[X]      (b)   Salary Savings Agreement:

              The Employer shall contribute and allocate to each Participant's
              account an amount equal to the amount withheld from the
              Compensation of such Participant pursuant to his or her Salary
              Savings Agreement. If applicable, the maximum percentage is
              specified in Section 6 above.


                                       12
<PAGE>   103
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                  An Employee who has terminated his or her election under the
                  Salary Savings Agreement other than for hardship reasons may
                  not make another Elective Deferral:

                  [ ]      (i)      until the first day of the next Plan Year.

                  [X]      (ii)     until the first day of the next valuation
                                    period.

                  [ ]      (iii)    for a period of ___ month(s) (not to exceed
                                    12 months).

[x]      (c)      Matching Employer Contribution [See paragraphs (h) and (i)]:

                  [X]      (i)     PERCENTAGE MATCH: The Employer shall
                                   contribute and allocate to each eligible
                                   Participant's account an amount equal to 50%
                                   of the amount contributed and allocated in
                                   accordance with paragraph 7(b) above and (if
                                   checked) ____% of [ ] the amount of Voluntary
                                   Contributions made in accordance with
                                   paragraph 4.1 of the Basic Plan Document #04.
                                   The Employer shall not match Participant
                                   Elective Deferrals as provided above in
                                   excess of $_________ or in excess of 6% of
                                   the Participant's Compensation or if
                                   applicable, Voluntary Contributions in excess
                                   of $___ or in excess of ___% of the
                                   Participant's Compensation. In no event will
                                   the match on both Elective Deferrals and
                                   Voluntary Contributions exceed a combined
                                   amount of $____ or ___%.

                  [ ]      (ii)    DISCRETIONARY MATCH: The Employer shall
                                   contribute and allocate to each eligible
                                   Participant's account a percentage of the
                                   Participant's Elective Deferral contributed
                                   and allocated in accordance with paragraph
                                   7(b) above. The Employer shall set such
                                   percentage prior to the end of the Plan Year.
                                   The Employer shall not match Participant
                                   Elective Deferrals in excess of $___ or in
                                   excess of ____% of the Participant's
                                   Compensation.

                  [ ]      (iii)   TIERED MATCH: The Employer shall contribute
                                   and allocate to each Participant's account an
                                   amount equal to ___% of the first ___% of the
                                   Participant's Compensation,

                                   _____% of the next ___% of the Participant's
                                   Compensation,

                                   _____% of the next ___% of the Participant's
                                   Compensation.

NOTE:    Percentages specified in (iii) above may not increase as the percentage
         of Participant's contribution increases.


                                       13
<PAGE>   104
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         [ ]      (iv)     FLAT DOLLAR MATCH: The Employer shall contribute and
                           allocate to each Participant's account $__________ if
                           the Participant defers at least 1% of Compensation.

         [ ]      (v)      PERCENTAGE OF COMPENSATION MATCH: The Employer shall
                           contribute and allocate to each Participant's account
                           ______% of Compensation if the Participant defers at
                           least 1% of Compensation.

         [ ]      (vi)     PROPORTIONATE COMPENSATION MATCH: The Employer shall
                           contribute and allocate to each Participant who
                           defers at least 1% of Compensation, an amount
                           determined by multiplying such Employer Matching
                           Contribution by a fraction the numerator of which is
                           the Participant's Compensation and the denominator of
                           which is the Compensation of all Participants
                           eligible to receive such an allocation. The Employer
                           shall set such discretionary contribution prior to
                           the end of the Plan Year.

         [ ]      (vii)    QUALIFIED MATCH: Employer Matching Contributions will
                           be treated as Qualified Matching Contributions to the
                           extent specified below:

                           [ ]      (A)     All Matching Contributions.

                           [ ]      (B)     None.

                           [ ]      (C)     _____% of the Employer's Matching
                                            Contribution.

                           [ ]      (D)     Up to ____% of each Participant's
                                            Compensation.

                           [ ]      (E)     The amount necessary to meet the [ ]
                                            Average Deferral Percentage (ADP)
                                            Test, [ ] Average Contribution
                                            Percentage (ACP) Test, [ ] Both the
                                            ADP and ACP Tests.

         [ ]      (viii)   MATCHING CONTRIBUTION COMPUTATION PERIOD: The time
                           period upon which matching contributions will be
                           based shall be

                           [ ]      (A)      weekly
                           [ ]      (B)      bi-weekly
                           [X]      (C)      semi-monthly


                                       14
<PAGE>   105
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                           [ ]      (D)     monthly
                           [ ]      (E)     quarterly
                           [ ]      (F)     semi-annually
                           [ ]      (G)     annually

                  (ix)     ELIGIBILITY FOR MATCH: Employer Matching
                           Contributions, whether or not Qualified, will only be
                           made on Employee Contributions not withdrawn prior to
                           the end of the [ ] valuation period [ ] Plan Year.

[ ]      (d)      Qualified Non-Elective Employer Contribution - [See paragraphs
                  (h) and (i)] These contributions are fully vested when
                  contributed.

                  The Employer shall have the right to make an additional
                  discretionary contribution which shall be allocated to each
                  eligible Employee in proportion to his or her Compensation as
                  a percentage of the Compensation of all eligible Employees.
                  This part of the Employer's contribution and the allocation
                  thereof shall be unrelated to any Employee contributions made
                  hereunder. The amount of Qualified non-Elective Contributions
                  taken into account for purposes of meeting the ADP or ACP test
                  requirements is:

                  [ ]      (i)      All such Qualified non-Elective
                                    Contributions.

                  [ ]      (ii)     The amount necessary to meet [ ] the ADP
                                    test, [ ] the ACP test, [ ] Both the ADP and
                                    ACP tests.

                  Qualified non-Elective Contributions will be made to:

                  [ ]      (iii)    All Employees eligible to participate.

                  [ ]      (iv)     Only non-Highly Compensated Employees
                                    eligible to participate.

[X]      (e)      Additional Employer Contribution Other Than Qualified
                  Non-Elective Contributions - Non-Integrated [See paragraphs
                  (h) and (i)]

                  The Employer shall have the right to make an additional
                  discretionary contribution which shall be allocated to each
                  eligible Employee in proportion to his or her Compensation as
                  a percentage of the Compensation of all eligible Employees.
                  This part of the Employer's contribution and the allocation
                  thereof shall be


                                       15
<PAGE>   106
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                  unrelated to any Employee contributions made hereunder.

[ ]      (f)      Additional Employer Contribution - Integrated Allocation
                  Formula [See paragraphs (h) and (i)]

                  The Employer shall have the right to make an additional
                  discretionary contribution. The Employer's contribution for
                  the Plan Year plus any forfeitures shall be allocated to the
                  accounts of eligible Participants as follows:

                  (i)      First, to the extent contributions and forfeitures
                           are sufficient, all Participants will receive an
                           allocation equal to 3% of their Compensation.

                  (ii)     Next, any remaining Employer Contributions and
                           forfeitures will be allocated to Participants who
                           have Compensation in excess of the Taxable Wage Base
                           (excess Compensation). Each such Participant will
                           receive an allocation in the ratio that his or her
                           excess compensation bears to the excess Compensation
                           of all Participants. Participants may only receive an
                           allocation of 3% of excess Compensation.

                  (iii)    Next, any remaining Employer contributions and
                           forfeitures will be allocated to all Participants in
                           the ratio that their Compensation plus excess
                           Compensation bears to the total Compensation plus
                           excess Compensation of all Participants. Participants
                           may only receive an allocation of up to 2.7% of their
                           Compensation plus excess Compensation, under this
                           allocation method. If the Taxable Wage Base defined
                           at Section 3(j) is less than or equal to the greater
                           of $10,000 or 20% of the maximum, the 2.7% need not
                           be reduced. If the amount specified is greater than
                           the greater of $10,000 or 20% of the maximum Taxable
                           Wage Base, but not more than 80%, 2.7% must be
                           reduced to 1.3%. If the amount specified is greater
                           than 80% but less than 100% of the maximum Taxable
                           Wage Base, the 2.7% must be reduced to 2.4%.

     NOTE:    If the Plan is not Top-Heavy or if the Top-Heavy minimum
              contribution or benefit is provided under another Plan [see
              Section 11(c)(ii)] covering the same Employees, sub-paragraphs (i)
              and (ii) above may be disregarded and 5.7%, 4.3% or 5.4% may be
              substituted for 2.7%, 1.3% or 2.4% where it appears in (iii)
              above.

                  (iv)     Next, any remaining Employer contributions and
                           forfeitures will be allocated to all Participants
                           (whether or not they received an allocation under the
                           preceding paragraphs) in the ratio that each
                           Participant's Compensation bears to all Participants'
                           Compensation.


                                       16
<PAGE>   107
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

[ ]      (g)      Additional Employer Contribution-Alternative Integrated
                  Allocation Formula. [See paragraph (h) and (i)]

                  The Employer shall have the right to make an additional
                  discretionary contribution. To the extent that such
                  contributions are sufficient, they shall be allocated as
                  follows:

                  ____% of each eligible Participant's Compensation plus ____%
                  of Compensation in excess of the Taxable Wage Base defined at
                  Section 3(j) hereof. The percentage on excess compensation may
                  not exceed the lesser of (i) the amount first specified in
                  this paragraph or (ii) the greater of 5.7% or the percentage
                  rate of tax under Code Section 311l(a) as in effect on the
                  first day of the Plan Year attributable to the Old Age (OA)
                  portion of the OASDI provisions of the Social Security Act. If
                  the Employer specifies a Taxable Wage Base in Section 3(j)
                  which is lower than the Taxable Wage Base for Social Security
                  purposes (SSTWB) in effect as of the first day of the Plan
                  Year, the percentage contributed with respect to excess
                  Compensation must be adjusted. If the Plan's Taxable Wage Base
                  is greater than the larger of $10,000 or 20% of the SSTWB but
                  not more than 80% of the SSTWB, the excess percentage is 4.3%.
                  If the Plan's Taxable Wage Base is greater than 80% of the
                  SSTWB but less than 100% of the SSTWB, the excess percentage
                  is 5.4%.

                  NOTE:    Only one plan maintained by the Employer may be
                           integrated with Social Security.

         (h)      Allocation of Excess Amounts (Annual Additions)

                  In the event that the allocation formula above results in an
                  Excess Amount, such excess shall be:

                  [ ]      (i)      placed in a suspense account accruing no
                                    gains or losses for the benefit of the
                                    Participant.

                  [X]      (ii)     reallocated as additional Employer
                                    contributions to all other Participants to
                                    the extent that they do not have any Excess
                                    Amount.

         (i)      Minimum Employer Contribution Under Top-Heavy Plans:

                  For any Plan Year during which the Plan is Top-Heavy, the sum
                  of the contributions and forfeitures as allocated to eligible
                  Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of
                  this Adoption Agreement shall not be less than the amount
                  required under paragraph 14.2 of the Basic Plan document #04.
                  Top-Heavy minimums Will be allocated to:

                  [X]      (i)     all eligible Participants.


                                       17
<PAGE>   108
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                  [ ]      (ii) only eligible non-Key Employees who are
                                Participants.

        (j)       Return of Excess Contributions and/or Excess Aggregate
                  Contributions:

                  In the event that one or more Highly Compensated Employees is
                  subject to both the ADP and ACP tests and the sum of such
                  tests exceeds the Aggregate Limit, the limit will be satisfied
                  by reducing the:

                  [ ]      (i)      the ADP of the affected Highly Compensated
                                    Employees.

                  [ ]      (ii)     the ACP of the affected Highly Compensated
                                    Employees.

                  [X]      (iii)    a combination of the ADP and ACP of the
                                    affected Highly Compensated Employees.

8.       ALLOCATIONS TO TERMINATED EMPLOYEES

         [ ]      (a)      The Employer will not allocate Employer related
                           contributions to Employees who terminate during a
                           Plan Year, unless required to satisfy the
                           requirements of Code Section 401(a)(26) and 410(b).
                           (These requirements are effective for 1989 and
                           subsequent Plan Years.)

         [X]      (b)      The Employer will allocate Employer matching and
                           other related contributions as indicated below to
                           Employees who terminate during the Plan Year as
                           a result of:

                           Matching Other

                           [ ]      [ ]      (i)      Retirement.

                           [ ]      [ ]      (ii)     Disability.

                           [ ]      [ ]      (iii)    Death.

                           [ ]      [ ]      (iv)     Other termination of
                                                      employment provided
                                                      that the Participant has
                                                      completed a Year of
                                                      Service as defined for
                                                      Allocation Accrual
                                                      Purposes.

                           [x]      [X]      (v)      Other termination of
                                                      employment even though the
                                                      Participant has not
                                                      completed a Year of
                                                      Service.


                                       18
<PAGE>   109
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         [ ]      [ ]      (vi)     Termination of employment (for any reason)
                                    provided that the Participant had completed
                                    a Year of Service for Allocation Accrual
                                    Purposes.

9.       ALLOCATION OF FORFEITURES

          NOTE:     Subsections (a), (b) and (c) below apply to forfeitures of
                    amounts other than Excess Aggregate Contributions.

                  (a)      Allocation Alternatives:

                           [ ]      (i)     Not Applicable. All contributions
                                            are always fully vested.

                           [ ]      (ii)    Forfeitures shall be allocated to
                                            Participants in the same manner as
                                            the Employer's contribution.

                                            If allocation to other Participants
                                            is selected, the allocation shall be
                                            as follows:

                                            [1]    Amount attributable to
                                                   Employer discretionary
                                                   contributions and Top-Heavy
                                                   minimums will be allocated
                                                   to:

                                                   [  ] all eligible
                                                        Participants under the
                                                        Plan.

                                                   [  ] only those Participants
                                                        eligible for an
                                                        allocation of Employer
                                                        contributions in the
                                                        current year.

                                                   [  ] only those Participants
                                                        eligible for an
                                                        allocation of matching
                                                        contributions in the
                                                        current year.

                                            [2]    Amounts attributable to
                                                   Employer Matching
                                                   contributions will be
                                                   allocated to:

                                                   [  ] all eligible
                                                        Participants.

                                                   [  ] only those participants
                                                        eligible for allocations
                                                        of matching
                                                        contributions in the
                                                        current year.


                                       19
<PAGE>   110
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                           [x]      (iii)   Forfeitures shall be applied to
                                            reduce the Employer's contribution
                                            for such Plan Year.

                           [ ]      (iv)    Forfeitures shall be applied to
                                            offset administrative expenses of
                                            the Plan. If forfeitures exceed
                                            these expenses, (iii) above shall
                                            apply.

         (b)      Date for Reallocation:

         NOTE:    If no distribution has been made to a former Participant,
                  sub-section (i) below will apply to such Participant even if
                  the Employer elects (ii), (iii) or (iv) below as its normal
                  administrative policy.

                  [ ]      (i)      Forfeitures shall be reallocated at the end
                                    of the Plan Year during which the former
                                    Participant incurs his or her fifth
                                    consecutive one year Break In Service.

                  [x]      (ii)     Forfeitures will be reallocated immediately
                                    (as of the next Valuation Date).

                  [ ]      (iii)    Forfeitures shall be reallocated at the end
                                    of the Plan Year during which the former
                                    Employee incurs his or her _____ (lst, 2nd,
                                    3rd, or 4th) consecutive one year Break In
                                    Service.

                  [ ]      (iv)     Forfeitures will be reallocated immediately
                                    (as of the Plan Year end).

         (c)      Restoration of Forfeitures:

                  If amounts are forfeited prior to five consecutive 1-year
                  Breaks in Service, the Funds for restoration of account
                  balances will be obtained from the following resources in the
                  order indicated (fill in the appropriate number):

                  [1]      (i)      Current year's forfeitures.

                  [2]      (ii)     Additional Employer contribution.

                  [  ]     (iii)    Income or gain to the Plan.


                                       20
<PAGE>   111
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         (d)      Forfeitures of Excess Aggregate Contributions shall be:

                  [X]      (ii)     Applied to reduce Employer contributions.

                  [ ]      (ii)     Allocated, after all other forfeitures under
                                    the Plan, to the Matching Contribution
                                    account of each non-highly Compensated
                                    Participant who made Elective Deferrals or
                                    Voluntary Contributions in the ratio which
                                    each such Participant's Compensation for the
                                    Plan Year bears to the total Compensation of
                                    all Participants for such Plan Year. Such
                                    forfeitures cannot be allocated to the
                                    account of any Highly Compensated Employee.

                  Forfeitures of Excess Aggregate Contributions will be so
                  applied at the end of the Plan Year in which they occur.

10.      CASH OPTION

         [X]      (a)      The Employer may permit a Participant to elect to
                           defer to the Plan, an amount not to exceed 100% of
                           any Employer paid cash bonus made for such
                           Participant for any year. A Participant must file an
                           election to defer such contribution at least fifteen
                           (15) days prior to the end of the Plan Year. If the
                           Employee fails to make such an election, the entire
                           Employer paid cash bonus to which the Participant
                           would be entitled shall be paid as cash and not to
                           the Plan. Amounts deferred under this section shall
                           be treated for all purposes as Elective Deferrals.
                           Notwithstanding the above, the election to defer must
                           be made before the bonus is made available to the
                           Participant.

         [ ]      (b)      Not Applicable.

11.      LIMITATIONS ON ALLOCATIONS

         [ ]        This is the only Plan the Employer maintains or ever
                    maintained, therefore, this section is not applicable.

         [X]        The Employer does maintain or has maintained another Plan
                    (including a Welfare Benefit Fund or an individual medical
                    account (as defined in Code Section 415(1)(2), under which
                    amounts are treated as Annual Additions) and has completed
                    the proper sections below.

                    Complete (a), (b) and (c) only if the Employer maintains or
                    ever maintained another qualified plan, including a Welfare
                    Benefit Fund or an individual medical account [as defined in
                    Code Section 415(1)(2)] in which any Participant in this
                    Plan is (or was) a participant or could possibly become a
                    participant.


                                       21
<PAGE>   112
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         (a)      If the Participant is covered under another qualified Defined
                  Contribution Plan maintained by the Employer, other than a
                  Master or Prototype Plan:

                  [ ]      (i)      the provisions of Article X of the Basic
                                    Plan Document #04 will apply, as if the
                                    other plan were a Master or Prototype Plan.

                  [ ]      (ii)     Attach provisions stating the method under
                                    which the plans will limit total Annual
                                    Additions to the Maximum Permissible Amount,
                                    and will properly reduce any Excess Amounts,
                                    in a manner that precludes Employer
                                    discretion.

         (b)      If a Participant is or ever has been a participant in a
                  Defined Benefit Plan maintained by the Employer:

                  Attach provisions which will satisfy the 1.0 limitation of
                  Code Section 415(e). Such language must preclude Employer
                  discretion. The Employer must also specify the interest and
                  mortality assumptions used in determining Present Value in the
                  Defined Benefit Plan.

                  SEE EXHIBIT B, ATTACHED.

         (c)      The minimum contribution or benefit required under Code
                  Section 416 relating to Top-Heavy Plans shall be satisfied by:

                  [ ]      (i)      this Plan.


                                       22
<PAGE>   113
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                  [ ]      (ii)     ____________________________________ (Name
                                    of other qualified plan of the Employer).

                  [x]      (iii)    Attach provisions stating the method under
                                    which the minimum contribution and benefit
                                    provisions of Code Section 416 will be
                                    satisfied. If a Defined Benefit Plan is or
                                    was maintained, an attachment must be
                                    provided showing interest and mortality
                                    assumptions used in the Top-Heavy Ratio.

                                    SEE EXHIBIT C, ATTACHED.

12.      VESTING

         Employees shall have a fully vested and nonforfeitable interest in any
         Employer contribution and the investment earnings thereon made in
         accordance with paragraphs (select one or more options) [ ] 7(c), [ ]
         7(e), [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof. Contributions under
         paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or
         more of the foregoing options are not selected, such Employer
         contributions shall be subject to the vesting table selected by the
         Employer.

         Each Participant shall acquire a vested and nonforfeitable percentage
         in his or her account balance attributable to Employer contributions
         and the earnings thereon under the procedures selected below except
         with respect to any Plan Year during which the Plan is Top-Heavy, in
         which case the Two-twenty vesting schedule [Option (b)(iv)] shall
         automatically apply unless the Employer has already elected a faster
         vesting schedule. If the Plan is switched to option (b)(iv), because of
         its Top-Heavy status, that vesting schedule will remain in effect even
         if the Plan later becomes non-Top-Heavy until the Employer executes an
         amendment of this Adoption Agreement indicating otherwise.

         (a)      Computation Period:

                  The computation period for purposes of determining Years of
                  Service and Breaks in Service for purposes of computing a
                  Participant's nonforfeitable right to his or her account
                  balance derived from Employer contributions:

                  [ ]      (i)      shall not be applicable since Participants
                                    are always fully vested,

                  [ ]      (ii)     shall commence on the date on which an
                                    Employee first performs an Hour of Service
                                    for the Employer and each subsequent
                                    12-consecutive month period shall commence
                                    on the anniversary thereof, or


                                       23
<PAGE>   114
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         [ ]      (iii)    shall commence on the first day of the Plan Year
                           during which an Employee first performs an Hour of
                           Service for the Employer and each subsequent
                           12-consecutive month period shall commence on the
                           anniversary thereof.

         [X]      (iv)     SHALL COMMENCE ON THE DATE AN EMPLOYEE REACHES THE
                           FIRST ENTRY DATE FOR THE PLAN.

A Participant shall receive credit for a Year of Service if he or she completes
at least 1,000 Hours of Service [or if lesser, the number of hours specified at
3(l)(iii) of this Adoption Agreement] at any time during the 12-consecutive
month computation period. Consequently, a Year of Service may be earned prior to
the end of the 12-consecutive month computation period and the Participant need
not be employed at the end of the 12-consecutive month computation period to
receive credit for a Year of Service.

(b)      Vesting Schedules:

NOTE:    The vesting schedules below only apply to a Participant who has at
         least one Hour of Service during or after the 1989 Plan Year. If
         applicable, Participants who separated from Service prior to the 1989
         Plan Year will remain under the vesting schedule as in effect in the
         Plan prior to amendment for the Tax Reform Act of 1986.

         (i)      Full and immediate vesting.

                  Years of Service

<TABLE>
<CAPTION>
                        1             2           3           4           5           6           7
<S>                    <C>          <C>         <C>         <C>         <C>         <C>          <C>

         (ii)          ____%         100%

         (iii)         ____%         ___%        100%

         (iv)          ____%          20%         40%         60%         80%        100%

         (v)           ____%         ____%        20%         40%         60%         80%        100%

         (vi)            10%           20%        30%         40%         60%         80%        100%

         (vii)           20%           40%        60%         80%        100%

         (viii)        ____%         ____%      ____%       ____%       ____%       ____%        100%
</TABLE>

NOTE:    The percentages selected for schedule (viii) may not be less for any
         year than the percentages shown at schedule (v).


                                       24
<PAGE>   115
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         [X]      All contributions other than those which are fully vested when
                  contributed will vest under schedule vii above.

         [ ]      Contributions other than those which are fully vested when
                  contributed will vest as provided below:

<TABLE>
<CAPTION>
                  Vesting
                  Option Selected                  Type Of Employer Contribution
                  ---------------                  -----------------------------
<S>                                                  <C>
                  ____________                       7(c) Employer Match on Salary Savings

                  ____________                       7(c) Employer Match on Employee Voluntary

                  ____________                       7(e) Employer Discretionary

                  ____________                       7(f) & (g) Employer Discretionary -Integrated
</TABLE>

      (c)          Service disregarded for Vesting:

                  [X]      (i)      Not Applicable. All Service shall be
                                    considered.

                  [ ]      (ii)     Service prior to the Effective Date of this
                                    Plan or a predecessor plan shall be
                                    disregarded when computing a Participant's
                                    vested and nonforfeitable interest.

                  [ ]      (iii)    Service prior to a Participant having
                                    attained age 18 shall be disregarded when
                                    computing a Participant's vested and
                                    nonforfeitable interest.

13.      SERVICE WITH PREDECESSOR ORGANIZATION

         For purposes of satisfying the Service requirements for eligibility,
         Hours of Service shall include Service with the following predecessor
         organization(s):
         (These hours will also be used for vesting purposes.)


                                       25
<PAGE>   116
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

14.      ROLLOVER/TRANSFER CONTRIBUTIONS

         (a)      Rollover Contributions, as described at paragraph 4.3 of the
                  Basic Plan Document #04, [X] shall [ ] shall not be permitted.
                  If permitted, Employees [ ] may [X] may not make Rollover
                  Contributions prior to meeting the eligibility requirements
                  for participation in the Plan.

         (b)      Transfer Contributions, as described at paragraph 4.4 of the
                  Basic Plan Document #04 [X] shall [ ]shall not be permitted.
                  If permitted, Employees [ ] may [X] may not make Transfer
                  Contributions prior to meeting the eligibility requirements
                  for participation in the Plan.

     NOTE:    Even if available, the Employer may refuse to accept such
              contributions if its Plan meets the safe-harbor rules of paragraph
              8.7 of the Basic Plan Document #04.

15.      HARDSHIP WITHDRAWALS

         Hardship withdrawals, as provided for in paragraph 6.9 of the Basic
         Plan Document #04, [X] are [ ] are not permitted. SEVERE CURTAILMENT OF
         INCOME SHALL BE AN ADDITIONAL REASON FOR HARDSHIP WITHDRAWAL.

16.      PARTICIPANT LOANS

         Participant loans, as provided for in paragraph 13.5 of the Basic Plan
         Document #04, [X] are [ ] are not permitted. If permitted, repayments
         of principal and interest shall be repaid to [X] the Participant's
         segregated account or [ ] the general Fund.

17.      INSURANCE POLICIES

         The insurance provisions of paragraph 13.6 of the Basic Plan Document
         #04 [ ] shall [X] shall not be applicable.

18.      EMPLOYER INVESTMENT DIRECTION

         The Employer investment direction provisions, as set forth in paragraph
         13.7 of the Basic Plan Document #04, [ ] shall [X] shall not be
         applicable.


                                       26
<PAGE>   117
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

19.      EMPLOYEE INVESTMENT DIRECTION

         (a)      The Employee investment direction provisions, as set forth in
                  paragraph 13.8 of the Basic Plan Document #04, [X] shall [ ]
                  shall not be applicable.

                  If applicable, Participants may direct their investments:

                  [X]      (i)      among funds offered by the Trustee.

                  [ ]      (ii)     among any allowable investments.

         (b)      Participants may direct the following kinds of contributions
                  and the earnings thereon (check all applicable):

                  [X]      (i)      All Contributions

                  [ ]      (ii)     Elective Deferrals

                  [ ]      (iii)    Employee Voluntary Contributions (after-tax)

                  [ ]      (iv)     Employee Mandatory Contributions (after-tax)

                  [ ]      (v)      Employer Qualified Matching Contributions

                  [ ]      (vi)     Other Employer Matching Contributions

                  [ ]      (vii)    Employer Qualified Non-Elective
                                    Contributions

                  [ ]      (viii)   Employer Discretionary Contributions

                  [ ]      (ix)     Rollover Contributions

                  [ ]      (x)      Transfer Contributions

                  [ ]      (xi)     All of above which are checked, but only to
                                    the extent that the Participant is vested in
                                    those contributions.

NOTE:    To the extent that Employee investment direction was previously
         allowed, it shall continue to be allowed on those amounts and the
         earnings thereon.


                                       27
<PAGE>   118
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

20.      EARLY PAYMENT OPTION

         (a)      A Participant who separates from Service prior to retirement,
                  death or Disability [X] may [ ] may not make application to
                  the Employer requesting an early payment of his or her vested
                  account balance.

         (b)      A Participant who has attained age 59-1/2 and who has not
                  separated from Service [ ] may [X] may not obtain a
                  distribution of his or her vested Employer contributions.
                  Distribution can only be made if the Participant is 100%
                  vested.

         (c)      A Participant who has not separated from Service [ ] may [x]
                  may not obtain a distribution of his or her vested Employer
                  contributions. Distribution can only be made if the
                  Participant is 100% vested and has completed five years of
                  participation.

         (d)      A Participant who has attained the Plan's Normal Retirement
                  Age and who has not separated from Service [ ] may [X] may not
                  receive a distribution of his or her vested account balance.

NOTE:    If the Participant has had the right to withdraw his or her account
         balance in the past, this right may not be taken away. Notwithstanding
         the above, to the contrary, required minimum distributions will be
         paid. For timing of distributions, see item 21 (a) below.

21.      DISTRIBUTION OPTIONS

         (a)      Timing of Distributions:

                  In cases of termination for other than death, Disability or
                  retirement, benefits shall be paid:

                  [X]      (i)      As soon as administratively feasible,
                                    following the close of the valuation period
                                    during which a distribution is requested or
                                    is otherwise payable.

                  [ ]      (ii)     As soon as administratively feasible
                                    following the close of the Plan Year during
                                    which a distribution is requested or is
                                    otherwise payable.

                  [ ]      (iii)    As soon as administratively feasible,
                                    following the date on which a distribution
                                    is requested or is otherwise payable.

                  [ ]      (iv)     As soon as administratively feasible, after
                                    the close of the Plan Year during which the
                                    Participant incurs consecutive one-year
                                    Breaks in Service.


                                       28
<PAGE>   119
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         [ ]      (v)      Only after the Participant has achieved the Plan's
                           Normal Retirement Age, or Early Retirement Age, if
                           applicable.

         In cases of death, Disability or retirement, benefits shall be paid:

         [X]      (vi)     As soon as administratively feasible, following the
                           close of the valuation period during which a
                           distribution is requested or is otherwise payable.

         [ ]      (vii)    As soon as administratively feasible following the
                           close of the Plan Year during which a distribution is
                           requested or is otherwise payable.

         [ ]      (viii)   As soon as administratively feasible, following the
                           date on which a distribution is requested or is
                           otherwise payable.

(b)      Optional Forms of Payment:

         [X]      (i)      Lump Sum.

         [x]      (ii)     Installment Payments made after Lump Sum transfer to
                           a FDIC insured savings account.

         [ ]      (iii)    Life Annuity*.

         [ ]      (iv)     Life Annuity Term Certain*.
                           Life Annuity with payments guaranteed for ___ years
                           (not to exceed 20 years, specify all applicable).

         [X]      (v)      Joint and [X] 50%, [ ] 66-2/3%, [ ] 75% or [ ]100%
                           survivor annuity* (specify all applicable).

         [ ]      (vi)     Other form(s) specified:

         *Not available in Plan meeting provisions of paragraph 8.7 of Basic
          Plan Document #04.

(c)      Recalculation of Life Expectancy:

         In determining required distributions under the Plan, Participants
         and/or their Spouse (Surviving Spouse) [ ]shall [X] shall not have the
         right to have their life expectancy recalculated annually.


                                       29
<PAGE>   120
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

                  If  "shall",

                  [ ]      only the Participant shall be recalculated.

                  [ ]      both the Participant and Spouse shall be
                           recalculated.

                  [ ]      who is recalculated shall be determined by the
                           Participant.

22.      SPONSOR CONTACT

         Employers should direct questions concerning the language contained in
         and qualification of the Prototype to:

         CHRISTINE G. RUSSELL
         (Job Title) RECORDKEEPING MANAGER
         (Phone Number) 302-651-8912

         In the event that the Sponsor amends, discontinues or abandons this
         Prototype Plan, notification will be provided to the Employer's address
         provided on the first page of this Agreement.

23.      SECURITIES PROVISION

         SEE EXHIBIT D, ATTACHED.


                                       30
<PAGE>   121
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

24.      SIGNATURES:

         DUE TO THE SIGNIFICANT TAX RAMIFICATIONS, THE SPONSOR RECOMMENDS THAT
         BEFORE YOU EXECUTE THIS ADOPTION AGREEMENT, YOU CONTACT YOUR ATTORNEY
         OR TAX ADVISOR, IF ANY.

         (a)      EMPLOYER:

                  Name and address of Employer if different than specified in
                  Section 1 above.





                  This agreement and the corresponding provisions of the Plan
                  and Trust/Custodial Account Basic Plan Document #04 were
                  adopted by the Employer the 21st day of December, 1995.

                  Signed for the Employer by:        LEONARD W. QUILL

                  Title:                             CHAIRMAN, CHIEF EXECUTIVE
                                                     OFFICER AND PRESIDENT

                  Signature:                         /s/ Leonard W. Quill

                  THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE
                  THE ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS
                  PLAN.

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

                  This Adoption Agreement may only be used in conjunction with
                  Basic Plan Document #04.


                                       31
<PAGE>   122
                                                               PROTOTYPE CASH OR
                                                                DEFERRED PROFIT-
                                                               SHARING PLAN #002

         [X]      (b)      TRUSTEE:

                           Name of Trustee:

                           WILMINGTON TRUST COMPANY

                           The assets of the Fund shall be invested in
                           accordance with paragraph 13.3 of the Basic Plan
                           Document #04 as a Trust. As such, the Employer's Plan
                           as contained herein was accepted by the Trustee the
                           29 day of December, 1995.

                  Signed for the Trustee by:
                  Title:
                  Signature:       /s/ Nino DiRenzio, Assistant Vice President

         [ ]      (c)      CUSTODIAN:
                           Name of Custodian:

                           The assets of the Fund shall be invested in
                           accordance with paragraph 13.4 of the Basic Plan
                           Document #04 as a Custodial Account. As such, the
                           Employer's Plan as contained herein was accepted by
                           the Custodian the _____day of _________________,
                           19___.

                  Signed for the Custodian by:

                  Title:

                  Signature:

                  (d)      SPONSOR: WILMINGTON TRUST COMPANY

                           The Employer's Agreement and the corresponding
                           provisions of the Plan and Trust/Custodial Account
                           Basic Plan Document #04 were accepted by the Sponsor
                           the 5th day of January, 1996.

                  Signed for the Sponsor by:         CHRISTINE G. RUSSELL

                  Title:                             ASSISTANT VICE PRESIDENT

                  Signature:                         /S/ CHRISTINE G. RUSSELL


                                       32
<PAGE>   123
                     PART I - SECTION 401(a)(17) LIMITATION
                     [MAY BE ADOPTED BY DEFINED CONTRIBUTION
                           AND DEFINED BENEFIT PLANS]

         In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each Employee
taken into account under the Plan shall not exceed the OBRA `93 annual
compensation limit. The OBRA `93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living in
effect for a calendar year applies to any period, not exceeding 12 months, over
which Compensation is determined (determination period) beginning in such
calendar year. If a determination period consists of fewer than 12 months, the
OBRA `93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the
denominator of which is 12.

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

         If Compensation for any prior determination period is taken into
account in determining an Employee's benefits accruing in the current Plan Year,
the Compensation for that prior determination period is subject to the OBRA `93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA `93 annual
compensation limit is $150,000.
<PAGE>   124
                                    EXHIBIT A

The Funds available for investment shall be as follows:

         BANK STOCK FUND - An investment in common stock of the Wilmington Trust
Corporation.

         BOND FUND - An investment in a broadly diversified mix of
investment-quality, fixed income securities.

         VARIABLE RATE GIC FUND - An investment in individual guaranteed
investment contracts or in a fund which is composed of guaranteed investment
contracts and short-term securities.

         GROWTH STOCK FUND - An investment in a group of stocks which have the
potential for long-term capital appreciation, below average dividends and above
average volatility.

         INTERNATIONAL STOCK FUND - An investment in securities diversified
among non-U.S. companies and industries.

         SMALL CAP STOCK FUND - An investment in the stock of companies whose
market capitalizations are between $50 and $100 million.

         VALUE STOCK FUND - An investment in a group of stocks which have the
potential for long-term capital appreciation, above average dividends and below
average volatility.