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                                                            EXHIBIT 10.2(b)



            GETTY PETROLEUM CORP. RETIREMENT AND PROFIT SHARING PLAN

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                               TABLE OF CONTENTS


                                   ARTICLE I
                                  DEFINITIONS

                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

2.1     TOP HEAVY PLAN REQUIREMENTS .........................   19
2.2     DETERMINATION OF TOP HEAVY STATUS....................   19
2.3     POWERS AND RESPONSIBILITIES OF THE EMPLOYER..........   23
2.4     DESIGNATION OF ADMINISTRATIVE AUTHORITY..............   23
2.5     ALLOCATION AND DELEGATION OF RESPONSIBILITIES........   24
2.6     POWERS AND DUTIES OF THE ADMINISTRATOR...............   24
2.7     RECORDS AND REPORTS..................................   26
2.8     APPOINTMENT OF ADVISERS..............................   26
2.9     INFORMATION FROM EMPLOYER............................   26
2.10    PAYMENT OF EXPENSES..................................   26
2.11    MAJORITY ACTIONS.....................................   26
2.12    CLAIMS PROCEDURE.....................................   27
2.13    CLAIMS REVIEW PROCEDURE..............................   27


                                  ARTICLE III
                                  ELIGIBILITY

3.1     CONDITIONS OF ELIGIBILITY............................   28
3.2     APPLICATION FOR PARTICIPATION........................   28
3.3     EFFECTIVE DATE OF PARTICIPATION......................   28
3.4     DETERMINATION OF ELIGIBILITY.........................   28
3.5     TERMINATION OF ELIGIBILITY...........................   29
3.6     OMISSION OF ELIGIBLE EMPLOYEE........................   29


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3.7  INCLUSION OF INELIGIBLE EMPLOYEE............................   29
3.8  ELECTION NOT TO PARTICIPATE.................................   29


                                   ARTICLE IV

                          CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION.............   30
4.2  PARTICIPANT'S SALARY REDUCTION ELECTION.....................   30
4.3  TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION..................   34
4.4  ALLOCATION OF CONTRIBUTION, FORFEITURES AND 
     EARNINGS....................................................   35
4.5  ACTUAL DEFERRAL PERCENTAGE TESTS............................   41
4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS..............   43
4.7  ACTUAL CONTRIBUTION PERCENTAGE TESTS........................   46
4.8  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE 
     TESTS.......................................................   50
4.9  MAXIMUM ANNUAL ADDITIONS....................................   53
4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS...................   57
4.11 TRANSFERS FROM QUALIFIED PLANS..............................   58
4.12 VOLUNTARY CONTRIBUTIONS.....................................   60
4.13 DIRECTED INVESTMENT ACCOUNT.................................   61

                                   ARTICLE V
                                   VALUATIONS

5.1  VALUATION OF THE TRUST FUND.................................   61
5.2  METHOD OF VALUATION.........................................   62
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                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1     DETERMINATION OF BENEFITS UPON RETIREMENT............   62
6.2     DETERMINATION OF BENEFITS UPON DEATH.................   62
6.3     DISABILITY RETIREMENT BENEFITS.......................   64
6.4     DETERMINATION OF BENEFITS UPON TERMINATION...........   64
6.5     DISTRIBUTION OF BENEFITS.............................   67
6.6     DISTRIBUTION OF BENEFITS UPON DEATH..................   73
6.7     TIME OF SEGREGATION OR DISTRIBUTION..................   77
6.8     DISTRIBUTION FOR MINOR BENEFICIARY...................   77
6.9     LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.......   77
6.10    ADVANCE DISTRIBUTION FOR HARDSHIP....................   78
6.11    QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION......   80
6.12    DIRECT ROLLOVER......................................   80

                                  ARTICLE VII
                   AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1     AMENDMENT............................................   81
7.2     TERMINATION..........................................   82
7.3     MERGER OR CONSOLIDATION..............................   82
7.4     LOANS TO PARTICIPANTS................................   83

                                  ARTICLE VIII
                                 MISCELLANEOUS

8.1     PARTICIPANT'S RIGHTS.................................   85
8.2     ALIENATION...........................................   85
8.3     CONSTRUCTION OF PLAN.................................   86
8.4     GENDER AND NUMBER....................................   86

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8.5     LEGAL ACTION ........................................   86
8.6     PROHIBITION AGAINST DIVERSION OF FUNDS ..............   86
8.7     BONDING .............................................   87
8.8     EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE ..........   87
8.9     INSURER'S PROTECTIVE CLAUSE .........................   87
8.10    RECEIPT AND RELEASE FOR PAYMENTS ....................   88
8.11    ACTION BY THE EMPLOYER ..............................   88
8.12    NAMED FIDUCIARIES AND ALLOCATION OF
        RESPONSIBILITY ......................................   88
8.13    HEADINGS ............................................   89
8.14    APPROVAL BY INTERNAL REVENUE SERVICE ................   89
8.15    UNIFORMITY ..........................................   89

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            GETTY PETROLEUM CORP. RETIREMENT AND PROFIT SHARING PLAN

                THIS PLAN, hereby adopted this 19th day of September, 1996, by
Getty Petroleum Corp. (herein referred to as the "Employer").

                              W I T N E S S E T H:

                WHEREAS, the Employer heretofore established a Profit Sharing
Plan effective February 1, 1978, (hereinafter called the "Effective Date")
known as Power Test Corporation Retirement and Profit Sharing Plan and which
plan shall hereinafter be known as Getty Petroleum Corp. Retirement and Profit
Sharing Plan (herein referred to as the "Plan") in recognition of the
contribution made to its successful operation by its employees and for the
exclusive benefit of its eligible employees; and

                WHEREAS, such Plan was amended as of October 1, 1987, January
1, 1989, January 1, 1991; and

                WHEREAS, under the terms of the Plan, the Employer has the
ability to amend the Plan, provided the Trustee joins in such amendment if the
provisions of the Plan affecting the Trustee are amended;

                NOW, THEREFORE, effective January 1, 1995, except as otherwise
provided, the Employer in accordance with the provisions of the Plan pertaining
to amendments thereof, hereby amends the Plan in its entirety and restates the
Plan to provide as follows:

                                   ARTICLE I
                                  DEFINITIONS

        1.1  "Act" means the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.

        1.2  "Administrator" means the person or entity designated by the
Employer pursuant to Section 2.4 to administer the Plan on behalf of the
Employer.

        1.3  "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; any organization (whether or not incorporated) which is a member of
an affiliated service group (as defined in Code Section 414(m)) which includes
the Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

        1.4  "Aggregate Account" means, with respect to each Participant, the
value of all accounts maintained on behalf of a 


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Participant, whether attributable to Employer or Employee contributions,
subject to the provisions of Section 2.2.

        1.5 "Anniversary Date" means December 31.

        1.6 "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

        1.7 "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

        1.8 "Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments
of compensation by the Employer (in the course of the Employer's trade or
business) for a Plan Year for which the Employer is required to furnish the
Participant a written statement under Code Section 6041(d), 6051(a)(3) and
6052. Compensation must be determined without 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)).

        For purposes of this Section, the determination of Compensation shall
be made by:

        (a) including amounts which are contributed by the Employer pursuant to
a salary reduction agreement and which are not includible in the gross income
of the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or
457, and Employee contributions described in Code Section 414(h)(2) that are
treated as Employer contributions.

        For a Participant's initial year of participation, Compensation shall
be recognized for the entire Plan Year.

        Compensation in excess of $200,000 shall be disregarded. Such amount
shall be adjusted at the same time and in such manner as permitted under Code
Section 415(d), except that the dollar increase in effect on January 1 of any
calendar year shall be effective for the Plan Year beginning with or within
such calendar year and the first adjustment to the $200,000 limitation shall be
effective on January 1, 1990. For any short Plan Year the Compensation limit
shall be an amount equal to the Compensation limit for the calendar year in
which the Plan Year begins multiplied by the ratio obtained by dividing the
number of full months in the short Plan Year by twelve (12). In applying this
limitation, the family group of a Highly Compensated Participant who is subject
to the Family Member aggregation rules of Code Section 414(q)(6) because such
Participant is either a "five percent owner" of the Employer or one of the ten
(10) Highly Compensated Employees paid the



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greatest "415 Compensation" during the year, shall be treated as a single
Participant, except that for this purpose Family Members shall include only the
affected Participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year. If, as a result of the
application of such rules the adjusted $200,000 limitation is exceeded, then
the limitation shall be prorated among the affected Family Members in
proportion to each such Family Member's Compensation prior to the application
of this limitation, or the limitation shall be adjusted in accordance with any
other method permitted by Regulation. However, for purposes of Section 4.4(b),
the preceding sentence shall not apply in determining the portion of the
Compensation of a Participant which is below Excess Compensation.

     In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation 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 Code Section 401(a)(17)(B). The cost of living adjustment 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 Code Section 401(a)(17) 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.

     If, as a result of such rules, the maximum "annual addition" limit of
Section 4.9(a) would be exceeded for one or more of the affected Family
Members, the prorated Compensation of all affected Family Members shall be
adjusted to avoid or reduce any excess. The prorated Compensation of any
affected Family Member whose allocation would exceed the limit shall be
adjusted downward to the level needed to provide an allocation equal to such
limit. The prorated Compensation of affected Family Members not affected by
such limit shall then be adjusted upward on a 

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pro rata basis not to exceed each such affected Family Member's Compensation as
determined prior to application of the Family Member rule. The resulting
allocation shall not exceed such individual's maximum "annual addition" limit.
If, after these adjustments, an "excess amount" still results, such "excess
amount" shall be disposed of in the manner described in Section 4.10(a) pro
rata among all affected Family Members.

        If, in connection with the adoption of this amendment and restatement,
the definition of Compensation has been modified, then, for Plan Years prior to
the Plan Year which includes the adoption date of this amendment and
restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

        For Plan Years beginning prior to January 1, 1989, the $200,000 limit
(without regard to Family Member aggregation) shall apply only for Top Heavy
Plan Years and shall not be adjusted.

        1.9   "Contract" or "Policy" means any life insurance policy,
retirement income or annuity policy, or annuity contract (group or individual)
issued pursuant to the terms of the Plan.

        1.10  "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to
the Plan in accordance with the Participant's deferral election pursuant to
Section 4.2 excluding any such amounts distributed as excess "annual additions"
pursuant to Section 4.10(a).

        1.11  "Early Retirement Date" means the first day of the month (prior
to the Normal Retirement Date) coinciding with or following the date on which a
Participant or Former Participant attains age 55 and has completed at least 6
Years of Service with the Employer (Early Retirement Age). A Participant shall
become fully Vested upon satisfying this requirement if still employed at his
Early Retirement Age.

              A Former Participant who terminates employment after satisfying
the service requirement for Early Retirement and who thereafter reaches the age
requirement contained herein shall be entitled to receive his benefits under
this Plan.

        1.12  "Elective Contribution" means the Employer's contributions to the
Plan of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10(a). In addition, any Employer
Qualified Non-Elective Contribution made pursuant to Section 4.6 shall be
considered an Elective Contribution for purposes of the Plan. Any such
contributions deemed to be Elective Contributions shall be subject to the
requirements of Sections 4.2(b) and 4.2(c) and shall further be required to
satisfy the discrimination                  



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requirements of Regulation 1.401(k)-1(b)(5), the provisions of which are
specifically incorporated herein by reference.

        1.13 "Eligible Employee" means any Employee.

              Employees whose employment is governed by the terms of a
collective bargaining agreement between Employee representatives (within the
meaning of Code Section 7701(a)(46)) and the Employer under which retirement
benefits were the subject of good faith bargaining between the parties will not
be eligible to participate in this Plan unless such agreement expressly
provides for coverage in this Plan or two percent or more of the Employees of
the Employer who are covered pursuant to that agreement are professionals as
defined in Regulation 1.410(b)-9.

              Employees of Affiliated Employers shall not be eligible to
participate in this Plan unless such Affiliated Employers have specifically
adopted this Plan in writing.

        1.14 "Employee" means any person who is employed by the Employer or
Affiliated Employer, but excludes any person who is an independent contractor.
Employee shall include Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) and such Leased Employees do not constitute
more than 20% of the recipient's non-highly compensated work force.

        1.15 "Employer" means Getty Petroleum Corp. and any successor which
shall maintain this Plan; and any predecessor which has maintained this Plan.
The Employer is a corporation, with principal offices in the State of New York.

        1.16 "Excess Aggregate Contributions" means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching contributions
made pursuant to Section 4.1(b), voluntary Employee contributions made pursuant
to Section 4.12, Excess Contributions recharacterized as voluntary Employee
contributions pursuant to Section 4.6(a) and any qualified non-elective
contributions or elective deferrals taken into account pursuant to Section
4.7(c) on behalf of Highly Compensated Participants for such Plan Year, over
the maximum amount of such contributions permitted under the limitations of
Section 4.7(a).

        1.17 "Excess Compensation" with respect to any Participant means the
Participant's Compensation which is in excess of the Taxable Wage Base. For any
short year, the Taxable Wage Base shall be reduced by a fraction, the numerator
of which is the number of full months in the short year and the denominator of
which is twelve (12).

        1.18 "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions made on behalf of Highly Compensated
Participants for the Plan Year over the 


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maximum amount of such contributions permitted under Section 4.5(a). Excess
Contributions, including amounts recharacterized pursuant to Section 4.6(a)(2),
shall be treated as an "annual addition" pursuant to Section 4.9(b).

        1.19 "Excess Deferred Compensation" means, with respect to any taxable
year of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an
"annual addition" pursuant to Section 4.9(b) when contributed to the Plan
unless distributed to the affected Participant not later than the first 
April 15th following the close of the Participant's taxable year. Additionally,
for purposes of Sections 2.2 and 4.4(g), Excess Deferred Compensation shall
continue to be treated as Employer contributions even if distributed pursuant
to Section 4.2(f). However, Excess Deferred Compensation of Non-Highly
Compensated Participants is not taken into account for purposes of 
Section 4.5(a) to the extent such Excess Deferred Compensation occurs pursuant
to Section 4.2(d).

        1.20 "Family Member" means, with respect to an affected Participant,
such Participant's spouse and such Participant's lineal descendants and
ascendants and their spouses, all as described in Code Section 414(q)(6)(B).

        1.21 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct
or indirect, with respect to any monies or other property of the Plan or has
any authority or responsibility to do so, or (c) has any discretionary
authority or discretionary responsibility in the administration of the Plan,
including, but not limited to, the Trustee, the Employer and its representative
body, and the Administrator.

        1.22 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on February 1st of each year and ending the following January 31st.

        1.23 "Forfeiture" means that portion of a Participant's Account that is
not Vested, and occurs on the earlier of:

                (a)  the distribution of the entire Vested portion of a
        Terminated Participant's Account, or

                (b)  the last day of the Plan Year in which the Participant
        incurs five (5) consecutive 1-Year Breaks in Service.


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                Furthermore, for purposes of paragraph (a) above, in the case
of a Terminated Participant whose Vested benefit is zero, such Terminated
Participant shall be deemed to have received a distribution of his Vested
benefit upon his termination of employment. Restoration of such amounts shall
occur pursuant to Section 6.4(f)(2). In addition, the term Forfeiture shall
also include amounts deemed to be Forfeitures pursuant to any other provision
of this Plan.

        1.24 "Former Participant" mean a person who has been a Participant, but
who has ceased to be a Participant for any reason.

        1.25 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments
of compensation by the Employer (in the course of the Employer's trade or
business) for a Plan Year for which the Employer is required to furnish the
Participant a written statement under Code Sections 6041(d), 6051(a)(3) and
6052. "415 Compensation" must be determined without 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)).

        If, in connection with the adoption of this amendment and restatement,
the definition of "415 Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement, "415 Compensation" means compensation determined pursuant to the
Plan then in effect.

        1.26 "414(s) Compensation" with respect to any Participant means such
Participant's Elective Contributions attributable to Deferred Compensation
recharacterized as voluntary Employee contributions pursuant to Section 4.6(a)
plus "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day of
such Plan Year.

        For purposes of this Section, the determination of "414(s)
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

        "414(s) Compensation" in excess of $200,000 shall be disregarded. Such
amount shall be adjusted at the same time and in such manner as permitted under
Code Section 415(d), except that the dollar increase in effect on January 1 of
any calendar year shall be effective for the Plan Year beginning with or 


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within such calendar year and the first adjustment to the $200,000 limitation   
shall be effective on January 1, 1990. For any short Plan Year the "414(s)
Compensation" limit shall be an amount equal to the "414(s) Compensation"
limit for the calendar year in which the Plan Year begins multiplied by the
ratio obtained by dividing the number of full months in the short Plan Year by
twelve (12). In applying this limitation, the family group of a Highly
Compensated Participant who is subject to the Family Member aggregation rules
of Code Section 414(q)(6) because such Participant is either a "five percent
owner" of the Employer or one of the ten (10) Highly Compensated Employees paid
the greatest "415 Compensation" during the year, shall be treated as a single
Participant, except that for this purpose Family Members shall include only the
affected Participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year.

     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 Code Section 401(a)(17)(B). The cost of living adjustment 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 Code Section 401(a)(17) 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.

     If, in connection with the adoption of this amendment and restatement, the
definition of "414(s) Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement "414(s) Compensation" means compensation determined pursuant to the
Plan then in effect.

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        1.27    "Highly Compensated Employee" means an Employee described in
Code Section 414(q) and the Regulations thereunder, and generally means an
Employee who performed services for the Employer during the "determination
year" and is in one or more of the following groups:

                (a)     Employees who at any time during the "determination
        year" or "look-back year" were "five percent owners" as defined in 
        Section 1.33(c).

                (b)     Employees who received "415 Compensation" during the
        "look-back year" from the Employer in excess of $75,000.

                (c)     Employees who received "415 Compensation" during the
        "look-back year" from the Employer in excess of $50,000 and were in 
        the Top Paid Group of Employees for the Plan Year.

                (d)     Employees who during the "look-back year" were officers
        of the Employer (as that term is defined within the meaning of the 
        Regulations under Code Section 416) and received "415 Compensation" 
        during the "look-back year" from the Employer greater than 50 percent 
        of the limit in effect under Code Section 415(b)(1)(A) for any such 
        Plan Year. The number of officers shall be limited to the lesser of 
        (i) 50 employees; or (ii) the greater of 3 employees or 10 percent of 
        all employees. For the purpose of determining the number of officers, 
        Employees described in Section 1.59(a), (b), (c) and (d) shall be 
        excluded, but such Employees shall still be considered for the purpose
        of identifying the particular Employees who are officers. If the 
        Employer does not have at least one officer whose annual "415 
        Compensation" is in excess of 50 percent of the Code Section 
        415(b)(1)(A) limit, then the highest paid officer of the Employer will 
        be treated as a Highly Compensated Employee.

                (e)     Employees who are in the group consisting of the 100
        Employees paid the greatest "415 Compensation" during the 
        "determination year" and are also described in (b), (c) or (d) above 
        when these paragraphs are modified to substitute "determination year" 
        for "look-back year."

        The "determination year" shall be the Plan Year for which testing is
being performed, and the "look-back year" shall be the immediately preceding
twelve-month period.

        For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the 


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<PAGE>   15
Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457,
and Employee contributions described in Code Section 414(h)(2) that are treated
as Employer contributions. Additionally, the dollar threshold amounts specified
in (b) and (c) above shall be adjusted at such time and in such manner as is
provided in Regulations. In the case of such an adjustment, the dollar limits
which shall be applied are those for the calendar year in which the
"determination year" or "look-back year" begins.

        In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees. Additionally, all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer. The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans. Highly Compensated Former
Employees shall be treated as Highly Compensated Employees without regard to
whether they performed services during the "determination year."

        1.28  "Highly Compensated Former Employee" means a former       
Employee who had a separation year prior to the "determination year" and was a
Highly Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55
(or the last year ending before the Employee's 55th birthday), the Employee
either received "415 Compensation" in excess of $50,000 or was a "five percent
owner." For purposes of this Section, "determination year," "415 Compensation"
and "five percent owner" shall be determined in accordance with Section 1.27.
Highly Compensated Former Employees shall be treated as Highly Compensated
Employees. The method set forth in this Section for determining who is a
"Highly Compensated Former Employee" shall be applied on a uniform and
consistent basis for all purposes for which the Code Section 414(q) definition
is applicable.

        1.29  "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

        1.30  "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period; (2)
each hour for which an 


                                      10
<PAGE>   16

Employee is directly or indirectly compensated or entitled to compensation by
the Employer (irrespective of whether the employment relationship has
terminated) for reasons other than performance of duties (such as vacation,
holidays, sickness, jury duty, disability, lay-off, military duty or leave of
absence) during the applicable computation period; (3) each hour for which back
pay is awarded or agreed to by the Employer without regard to mitigation of
damages. These hours will be credited to the Employee for the computation
period or periods to which the award or agreement pertains rather than the
computation period in which the award, agreement or payment is made. The same
Hours of Service shall not be credited both under (1) or (2), as the case may
be, and under (3).

        1.31 "Income" means the income or losses allocable to "excess amounts"
which shall equal the allocable gain or loss for the "applicable computation
period". The income allocable to "excess amounts" for the "applicable
computation period" is determined by multiplying the income for the "applicable
computation period" by a fraction. The numerator of the fraction is the "excess
amount" for the "applicable computation period." The denominator of the
fraction is the total "account balance" attributable to "Employer
contributions" as of the end of the "applicable computation period", reduced by
the gain allocable to such total amount for the "applicable computation period"
and increased by the loss allocable to such total amount for the "applicable
computation period". The provisions of this Section shall be applied:

                (a)  For purposes of Section 4.2(f), by substituting:

                (1)  "Excess Deferred Compensation" for "excess amounts";

                (2)  "taxable year of the Participant" for "applicable
                computation period";

                (3)  "Deferred Compensation" for "Employer contributions"; and

                (4)  "Participant's Elective Account" for "account balance."

                (b)  For purposes of Section 4.6(a), by substituting:

                (1)  "Excess Contributions" for "excess amounts";

                (2)  "Plan Year" for "applicable computation period";

                (3)  "Elective Contributions" for "Employer contributions"; and


                                       11
<PAGE>   17
                (4) "Participant's Elective Account" for "account balance."

                (c) For purposes of Section 4.8(a), by substituting:
                
                (1) "Excess Aggregate Contributions" for "excess amounts;"

                (2) "Plan Year" for "applicable computation period;"

                (3) "Employer matching contributions made pursuant to Section
                4.1(b), voluntary Employee contributions made pursuant to
                Section 4.12 and any qualified non-elective contributions or
                elective deferrals taken into account pursuant to Section
                4.7(c)" for "Employer contributions;" and

                (4) "Participant's Account and Voluntary Contribution Account"
                for "account balance."

        Income allocable to any distribution of Excess Deferred Compensation on
or before the last day of the taxable year of the Participant shall be
calculated from the first day of the taxable year of the Participant to the
date on which the distribution is made pursuant to either the "fractional
method" or the "safe harbor method." Under such "safe harbor method," allocable
Income for such period shall be deemed to equal ten percent (10%) of the Income
allocable to such Excess Deferred Compensation multiplied by the number of
calendar months in such period. For purposes of determining the number of
calendar months in such period, a distribution occurring on or before the
fifteenth day of the month shall be treated as having been made on the last day
of the preceding month and a distribution occurring after such fifteenth day
shall be treated as having been made on the first day of the next subsequent 
month.

        The Income allocable to Excess Aggregate Contributions resulting from
the recharacterization of Elective Contributions shall be determined and
distributed as if such recharacterized Elective Contributions had been
distributed as Excess Contributions.

        Notwithstanding the above, for "applicable computation periods" which
began in 1987, Income during the "gap period" shall not be taken into account.

        1.32 "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.


                                       12

<PAGE>   18
        1.33 "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder. Generally, any Employee or former Employee (as
well as each of his Beneficiaries) is considered a Key Employee if he, at any
time during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following 
categories:

                (a) an officer of the Employer (as that term is defined within
           the meaning of the Regulations under Code Section 416) having annual
           "415 Compensation" greater than 50 percent of the amount in effect
           under Code Section 415(b)(1)(A) for any such Plan Year.

                (b) one of the ten employees having annual "415 Compensation"
           from the Employer for a Plan Year greater than the dollar limitation
           in effect under Code Section 415(c)(1)(A) for the calendar year in
           which such Plan Year ends and owning (or considered as owning within
           the meaning of Code Section 318) both more than one-half percent
           interest and the largest interests in the Employer.

                (c) a "five percent owner" of the Employer. "Five percent owner"
           means any person who owns (or is considered as owning within the
           meaning of Code Section 318) more than five percent (5%) of the
           outstanding stock of the Employer or stock possessing more than five
           percent (5%) of the total combined voting power of all stock of the
           Employer or, in the case of an unincorporated business, any person
           who owns more than five percent (5%) of the capital or profits
           interest in the Employer. In determining percentage ownership
           hereunder, employers that would otherwise be aggregated under Code
           Sections 414(b), (c), (m) and (o) shall be treated as separate
           employers.

                (d) a "one percent owner" of the Employer having an annual "415
           Compensation" from the Employer of more than $150,000. "One percent
           owner" means any person who owns (or is considered as owning within
           the meaning of Code Section 318) more than one percent (1%) of the
           outstanding stock of the Employer or stock possessing more than one
           percent (1%) of the total combined voting power of all stock of the
           Employer or, in the case of an unincorporated business, any person
           who owns more than one percent (1%) of the capital or profits
           interest in the Employer. In determining percentage ownership
           hereunder, employers that would otherwise be aggregated under Code
           Sections 414(b), (c), (m) and (o) shall be treated as separate
           employers. However, in determining whether an individual has "415
           Compensation" of more than $150,000, "415 Compensation" from each
           employer required to be aggregated under Code




                                       13
<PAGE>   19

            Sections 414(b), (c), (m) and (o) shall be taken into account.

            For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

        1.34 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

        1.35 "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or
for the recipient and related persons determined in accordance with 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. Contributions or benefits
provided a Leased Employee by the leasing organization which are attributable
to services performed for the recipient employer shall be treated as provided
by the recipient employer. A Leased Employee shall not be considered an
Employee of the recipient:

                (a) if such employee is covered by a money purchase pension plan
            providing:

                (1) a non-integrated employer contribution rate of at least 10%
                of compensation, as defined in Code Section 415(c)(3), but
                including amounts which are contributed by the Employer pursuant
                to a salary reduction agreement and which are not includible in
                the gross income of the Participant under Code Sections 125,
                402(e)(3), 402(h)(1)(B), 403(b) or 457, and Employee
                contributions described in Code Section 414(h)(2) that are
                treated as Employer contributions.

                (2) immediate participation; and

                (3) full and immediate vesting; and

                (b) if Leased Employees do not constitute more than 20% of the
            recipient's non-highly compensated work force.

        1.36 "Month of Service" means a calendar month during any part of which
an Employee completed an Hour of Service. Except, however, a Participant shall
be credited with a Month of Service 


                                       14
<PAGE>   20
for each month during the 12 month computation period in which he has not
incurred a 1-Year Break in Service.

        1.37 "Non-Elective Contribution" means the Employer's contributions to
the Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective 
Contribution.

        1.38 "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

        1.39 "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

        1.40 "Normal Retirement Age" means the Participant's 65 birthday, or
his 5th anniversary of joining the Plan, if later. A Participant shall become
fully Vested in his Participant's Account upon attaining his Normal Retirement
Age.

        1.41 "Normal Retirement Date" means the first day of the month
coinciding with or next following the Participant's Normal Retirement Age.

        1.42 "1-Year Break in Service" means the applicable computation period
of 12 consecutive months during which an Employee fails to accrue a Month of
Service. Further, solely for the purpose of determining whether a Participant
has incurred a 1-Year Break in Service, Hours of Service shall be recognized
for "authorized leaves of absence" and "maternity and paternity leaves of
absence." Years of Service and 1-Year Breaks in Service shall be measured on
the same computation period.

        An Employee shall not be deemed to have incurred a 1-Year Break in
Service if he completes an Hour of Service within 12 months following the last
day of the month during which his employment terminated.

        "Authorized leave of absence" means an unpaid, temporary cessation from
active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

        A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by
reason of the Employee's pregnancy, birth of the Employee's child, placement of
a child with the Employee in connection with the adoption of such child, or any
absence for the purpose of caring for such child for a period immediately
following such birth or placement. For this purpose, Hours of Service shall be
credited for the computation period in which the absence from work begins, only
if credit therefore is necessary to prevent the Employee from incurring a
1-Year Break in Service,


                                       15
<PAGE>   21
or, in any other case, in the immediately following computation period.

     1.43 "Participant" means any Eligible Employee who participates in the Plan
as provided in Sections 3.2 and 3.3, and has not for any reason become
ineligible to participate further in the Plan.

     1.44 "Participant's Account" means the account established and maintained
by the Administrator for each Participant with respect to his total interest in
the Plan and Trust resulting from the Employer's Non-Elective Contributions.

          A separate accounting shall be maintained with respect to that portion
of the Participant's Account attributable to Employer matching contributions
made pursuant to Section 4.1(b) and Employer discretionary contributions made
pursuant to Section 4.1(c).

     1.45 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

     1.46 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions. A separate accounting shall be maintained with respect to that
portion of the Participant's Elective Account attributable to Elective
Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective
Contributions.

     1.47 "Plan" means this instrument, including all amendments thereto.

     1.48 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.

     1.49 "Pre-Retirement Survivor Annuity" is an immediate annuity for the life
of the Participant's spouse the payments under which must be equal to the amount
of benefit which can be purchased with the accounts of a Participant used to
provide the death benefit under the Plan.

     1.50 "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to Section 4.6. Such
contributions shall be considered an Elective Contribution for the purposes of
the Plan and used to satisfy the "Actual Deferral Percentage" tests.

          In addition, the Employer's contributions to the Plan that are made
pursuant to Section 4.8(h) which are used to satisfy the "Actual Contribution
Percentage" tests shall be 


                                       16
<PAGE>   22

considered Qualified Non-Elective Contributions and be subject to the
provisions of Sections 4.2(b) and 4.2(c).

        1.51 "Regulation" means the Income Tax Regulations as promulgated by
the Secretary of the Treasury or his delegate, and as amended from time to
time. 

        1.52 "Retired Participant" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

        1.53 "Retirement Date" means the date as of which a Participant retires
whether such retirement occurs on a Participant's Normal Retirement Date, Early
or Late Retirement Date (see Section 6.1).

        1.54 "Super Top Heavy Plan" means a plan described in Section 2.2(b).

        1.55 "Taxable Wage Base" means, with respect to any Plan Year, the
contribution and benefit base in effect under Section 230 of the Social
Security Act at the beginning of the Plan Year.

        1.56 "Terminated Participant" means a person who has been a
Participant, but whose employment has been terminated other than by death or
retirement. 

        1.57 "Top Heavy Plan" means a plan described in Section 2.2(a).

        1.58 "Top Heavy Plan Year" means a Plan Year commencing after 
December 31, 1983 during which the Plan is a Top Heavy Plan.

        1.59 "Top Paid Group" means the top 20 percent of Employees who
performed services for the Employer during the applicable year, ranked
according to the amount of "415 Compensation" (determined for this purpose in
accordance with Section 1.27) received from the Employer during such year. All
Affiliated Employers shall be taken into account as a single employer, and
Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2)
shall be considered Employees unless such Leased Employees are covered by a
plan described in Code Section 414(n)(5) and are not covered in any qualified
plan maintained by the Employer. Employees who are non-resident aliens and who
received no earned income (within the meaning of Code Section 911(d)(2)) from
the Employer constituting United States source income within the meaning of
Code Section 861(a)(3) shall not be treated as Employees. Additionally, for the
purpose of determining the number of active Employees in any year, the
following additional Employees shall also be excluded; however, such Employees
shall still be considered for the purpose of identifying the particular
Employees in the Top Paid Group:


                                       17

<PAGE>   23
                (a)   Employees with less than six (6) months of service;

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

                (c)   Employees who normally work less than six (6) months
        during a year; and

                (d)   Employees who have not yet attained age 21.

        In addition, if 90 percent or more of the Employees of the Employer are
covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and
the Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top Paid Group.

        The foregoing exclusions set forth in this Section shall be applied on
a uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.

        1.60  "Trustee" means the person or entity named as trustee herein or
in any separate trust forming a part of this Plan, and any successors.

        1.61  "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.

        1.62  "Vested" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

        1.63  "Voluntary Contribution Account" means the account established
and maintained by the Administrator for each Participant with respect to his
total interest in the Plan resulting from the Participant's nondeductible
voluntary contributions made pursuant to Section 4.12.

        Amounts recharacterized as voluntary Employee contributions pursuant
to Section 4.6(a) shall remain subject to the limitations of Sections 4.2(b) and
4.2(c). Therefore, a separate accounting shall be maintained with respect to
that portion of the Voluntary Contribution Account attributable to voluntary
Employee contributions made pursuant to Section 4.12.

        1.64  "Year of Service" means twelve (12) consecutive Months of Service.

        For vesting purposes, the computation period shall be the Plan Year.


                                       18

<PAGE>   24
        For all other purposes, the computation period shall be the Plan Year.

        Years of Service with any Affiliated Employer shall be recognized.

                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

2.1 TOP HEAVY PLAN REQUIREMENTS

        For any Top Heavy Plan Year, the Plan shall provide the special vesting
requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan and the
special minimum allocation requirements of Code Section 416(c) pursuant to
Section 4.4 of the Plan.

2.2 DETERMINATION OF TOP HEAVY STATUS

                (a) This Plan shall be a Top Heavy Plan for any Plan Year       
           commencing after December 31, 1983 in which, as of the Determination
           Date, (1) the Present Value of Accrued Benefits of Key Employees and
           (2) the sum of the Aggregate Accounts of Key Employees under this
           Plan and all plans of an Aggregation Group, exceeds sixty percent
           (60%) of the Present Value of Accrued Benefits and the Aggregate
           Accounts of all Key and Non-Key Employees under this Plan and all
           plans of an Aggregation Group.

                If any Participant is a Non-Key Employee for any Plan Year, but
           such Participant was a Key Employee for any prior Plan Year, such
           Participant's Present Value of Accrued Benefit and/or Aggregate
           Account balance shall not be taken into account for purposes of
           determining whether this Plan is a Top Heavy or Super Top Heavy Plan
           (or whether any Aggregation Group which includes this Plan is a Top
           Heavy Group). In addition, for Plan Years beginning after December
           31, 1984, if a Participant or Former Participant has not performed
           any services for any Employer maintaining the Plan at any time during
           the five year period ending on the Determination Date, any accrued
           benefit for such Participant or Former Participant shall not be taken
           into account for the purposes of determining whether this Plan is a
           Top Heavy or Super Top Heavy Plan.

                (b) This Plan shall be a Super Top Heavy Plan for any Plan Year
           commencing after December 31, 1983 in which, as of the Determination
           Date, (1) the Present Value of Accrued Benefits of Key Employees and
           (2) the sum of the Aggregate Accounts of Key Employees under this
           Plan and all plans of an Aggregation Group, exceeds ninety percent
           (90%) of the Present Value of 


                                      19
<PAGE>   25


        Accrued Benefits and the Aggregate Accounts of all Key and Non-Key
        Employees under this Plan and all plans of an Aggregation Group.

                (c) Aggregate Account: A Participant's Aggregate Account as of
        the Determination Date is the sum of:

                (1) his Participant's Combined Account balance as of the most
                recent valuation occurring within a twelve (12) month period
                ending on the Determination Date;

                (2) an adjustment for any contributions due as of the
                Determination Date. Such adjustment shall be the amount of any
                contributions actually made after the valuation date but due on
                or before the Determination Date, except for the first Plan Year
                when such adjustment shall also reflect the amount of any
                contributions made after the Determination Date that are
                allocated as of a date in that first Plan Year.

                (3) any Plan distributions made within the Plan Year that
                includes the Determination Date or within the four (4) preceding
                Plan Years. However, in the case of distributions made after the
                valuation date and prior to the Determination Date, such
                distributions are not included as distributions for top heavy
                purposes to the extent that such distributions are already
                included in the Participant's Aggregate Account balance as of
                the valuation date. Notwithstanding anything herein to the
                contrary, all distributions, including distributions made prior
                to January 1, 1984, and distributions under a terminated plan
                which if it had not been terminated would have been required to
                be included in an Aggregation Group, will be counted. Further,
                distributions from the Plan (including the cash value of life
                insurance policies) of a Participant's account balance because
                of death shall be treated as a distribution for the purposes of
                this paragraph.

                (4) any Employee contributions, whether voluntary or mandatory.
                However, amounts attributable to tax deductible qualified
                voluntary employee contributions shall not be considered to be a
                part of the Participant's Aggregate Account balance.

                (5) with respect to unrelated rollovers and plan-to-plan
                transfers (ones which are both initiated by the Employee and
                made from a plan


                                       20
<PAGE>   26
                maintained by one employer to a plan maintained by another
                employer), if this Plan provides the rollovers or plan-to-plan
                transfers, it shall always consider such rollovers or
                plan-to-plan transfers as a distribution for the purposes of
                this Section. If this Plan is the plan accepting such rollovers
                or plan-to-plan transfers, it shall not consider such rollovers
                or plan-to-plan transfers as part of the Participant's Aggregate
                Account balance. However, rollovers or plan-to-plan transfers
                accepted prior to January 1, 1984 shall be considered as part of
                the Participant's Aggregate Account balance.

                (6) with respect to related rollovers and plan-to-plan transfers
                (ones either not initiated by the Employee or made to a plan
                maintained by the same employer), if this Plan provides the
                rollover or plan-to-plan transfer, it shall not be counted as a
                distribution for purposes of this Section. If this Plan is the
                plan accepting such rollover or plan-to-plan transfer, it shall
                consider such rollover or plan-to-plan transfer as part of the
                Participant's Aggregate Account balance, irrespective of the
                date on which such rollover or plan-to-plan transfer is
                accepted.

                (7) For the purposes of determining whether two employers are to
                be treated as the same employer in (5) and (6) above, all
                employers aggregated under Code Section 414(b), (c), (m) and (o)
                are treated as the same employer.

                (d) "Aggregation Group" means either a Required Aggregation
        Group or a Permissive Aggregation Group as hereinafter determined.

                (1) Required Aggregation Group: In determining a Required
                Aggregation Group hereunder, each plan of the Employer in which
                a Key Employee is a participant in the Plan Year containing the
                Determination Date or any of the four preceding Plan Years, and
                each other plan of the Employer which enables any plan in which
                a Key Employee participates to meet the requirements of Code
                Sections 401(a)(4) or 410, will be required to be aggregated.
                Such group shall be known as a Required Aggregation Group.

                In the case of a Required Aggregation Group, each plan in the
                group will be considered a Top Heavy Plan if the Required
                Aggregation Group is a Top Heavy Group. No plan in the Required
                Aggregation Group will be considered a Top Heavy Plan if the 


                                       21


<PAGE>   27

                Required Aggregation Group is not a Top Heavy Group.

                (2)  Permissive Aggregation Group: The Employer may also include
                any other plan not required to be included in the Required
                Aggregation Group, provided the resulting group, taken as a
                whole, would continue to satisfy the provisions of Code Sections
                401(a)(4) and 410. Such group shall be known as a Permissive
                Aggregation Group.

                In the case of a Permissive Aggregation Group, only a plan that
                is part of the Required Aggregation Group will be considered a
                Top Heavy Plan if the Permissive Aggregation Group is a Top
                Heavy Group. No plan in the Permissive Aggregation Group will be
                considered a Top Heavy Plan if the Permissive Aggregation Group
                is not a Top Heavy Group.

                (3)  Only those plans of the Employer in which the Determination
                Dates fall within the same calendar year shall be aggregated in
                order to determine whether such plans are Top Heavy Plans.

                (4)  An Aggregation Group shall include any terminated plan of
                the Employer if it was maintained within the last five (5) years
                ending on the Determination Date. 

                (e)  "Determination Date" means (a) the last day of the
        preceding Plan Year, or (b) in the case of the first Plan Year, the last
        day of such Plan Year.

                (f)  Present Value of Accrued Benefit: In the case of a defined
        benefit plan, the Present Value of Accrued Benefit for a Participant
        other than a Key Employee, shall be as determined using the single
        accrual method used for all plans of the Employer and Affiliated
        Employers, or if no such single method exists, using a method which
        results in benefits accruing not more rapidly than the slowest accrual
        rate permitted under Code Section 411(b)(1)(C). The determination of the
        Present Value of Accrued Benefit shall be determined as of the most
        recent valuation date that falls within or ends with the 12-month period
        ending on the Determination Date except as provided in Code Section 416
        and the Regulations thereunder for the first and second plan years of a
        defined benefit plan.

                (g)  "Top Heavy Group" means an Aggregation Group in which, as
        of the Determination Date, the sum of:


                                       22
<PAGE>   28
                (1) the Present Value of Accrued Benefits of Key Employees under
                all defined benefit plans included in the group, and 
 
                (2) the Aggregate Accounts of Key Employees under all defined
                contribution plans included in the group,

                exceeds sixty percent (60%) of a similar sum determined for all
                Participants.

2.3 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                     (a) The Employer shall be empowered to appoint and remove
                the Trustee and the Administrator from time to time as it deems
                necessary for the proper administration of the Plan to assure
                that the Plan is being operated for the exclusive benefit of the
                Participants and their Beneficiaries in accordance with the
                terms of the Plan, the Code, and the Act.

                     (b) The Employer shall establish a "funding policy and
                method," i.e., it shall determine whether the Plan has a short
                run need for liquidity (e.g., to pay benefits) or whether
                liquidity is a long run goal and investment growth (and
                stability of same) is a more current need, or shall appoint a
                qualified person to do so. The Employer or its delegate shall
                communicate such needs and goals to the Trustee, who shall
                coordinate such Plan needs with its investment policy. The
                communication of such a "funding policy and method" shall not,
                however, constitute a directive to the Trustee as to investment
                of the Trust Funds. Such "funding policy and method" shall be
                consistent with the objectives of this Plan and with the
                requirements of Title I of the Act.

                     (c) The Employer shall periodically review the performance
                of any Fiduciary or other person to whom duties have been
                delegated or allocated by it under the provisions of this Plan
                or pursuant to procedures established hereunder. This
                requirement may be satisfied by formal periodic review by the
                Employer or by a qualified person specifically designated by the
                Employer, through day-to-day conduct and evaluation, or through
                other appropriate ways.

2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY

        The Employer shall appoint one or more Administrators. Any person,
including, but not limited to, the Employees of the Employer, shall be eligible
to serve as an Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. An Administrator may 
resign


                                       23
<PAGE>   29
by delivering his written resignation to the Employer or be removed by the
Employer by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the Administrator if no date is
specified. 

        The Employer, upon the resignation or removal of an Administrator,
shall promptly designate in writing a successor to this position. If the
Employer does not appoint an Administrator, the Employer will function as the 
Administrator.

2.5     ALLOCATION AND DELEGATION OF RESPONSIBILITIES

        If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator. In the event that no such
delegation is made by the Employer, the Administrators may allocate the
responsibilities among themselves, in which event the Administrators shall
notify the Employer and the Trustee in writing of such action and specify the
responsibilities of each Administrator. The Trustee thereafter shall accept and
rely upon any documents executed by the appropriate Administrator until such
time as the Employer or the Administrators file with the Trustee a written
revocation of such designation.

2.6     POWERS AND DUTIES OF THE ADMINISTRATOR

        The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the
Plan. Any such determination by the Administrator shall be conclusive and
binding upon all persons. The Administrator may establish procedures, correct
any defect, supply any information, or reconcile any inconsistency in such
manner and to such extent as shall be deemed necessary or advisable to carry
out the purpose of the Plan; provided, however, that any procedure,
discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied and
shall be consistent with the intent that the Plan shall continue to be deemed a
qualified plan under the terms of Code Section 401(a), and shall comply with the
terms of the Act and all regulations issued pursuant thereto. The Administrator
shall have all powers necessary or appropriate to accomplish his duties under
this Plan.

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


                                       24

<PAGE>   30
          (a)  the discretion to determine all questions relating to the
     eligibility of Employees to participate or remain a Participant hereunder
     and to receive benefits under the Plan;

          (b)  to compute, certify, and direct the Trustee with respect to the
     amount and the kind of benefits to which any Participant shall be entitled
     hereunder;

          (c)  to authorize and direct the Trustee with respect to all
     nondiscretionary or otherwise directed disbursements from the Trust;

          (d)  to maintain all necessary records for the administration of the
     Plan;

          (e)  to interpret the provisions of the Plan and to make and publish
     such rules for regulation of the Plan as are consistent with the terms
     hereof;

          (f)  to determine the size and type of any Contract to be purchased
     from any insurer, and to designate the insurer from which such Contract
     shall be purchased;

          (g)  to compute and certify to the Employer and to the Trustee from
     time to time the sums of money necessary or desirable to be contributed to
     the Plan;

          (h)  to consult with the Employer and the Trustee regarding the short
     and long-term liquidity needs of the Plan in order that the Trustee can
     exercise any investment discretion in a manner designed to accomplish
     specific objectives;

          (i)  to prepare and distribute to Employees a procedure for notifying
     Participants and Beneficiaries of their rights to elect joint and survivor
     annuities and Pre-Retirement Survivor Annuities as required by the Act and
     Regulations thereunder;

          (j)  to prepare and implement a procedure to notify Eligible Employees
     that they may elect to have a portion of their Compensation deferred or
     paid to them in cash;

          (k)  to assist any Participant regarding his rights, benefits, or
     elections available under the Plan.


                                       25
<PAGE>   31

2.7  RECORDS AND REPORTS

        The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, and other data that may be necessary
for proper administration of the Plan and shall be responsible for supplying
all information and reports to the Internal Revenue Service, Department of
Labor, Participants, Beneficiaries and others as required by law.

2.8  APPOINTMENT OF ADVISERS

        The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, and other persons as
the Administrator or the Trustee deems necessary or desirable in connection
with the administration of this Plan.

2.9  INFORMATION FROM EMPLOYER

        To enable the Administrator to perform his functions, the Employer
shall supply full and timely information to the Administrator on all matters
relating to the Compensation of all Participants, their Hours of Service, their
Years of Service, their retirement, death, disability, or termination of
employment, and such other pertinent facts as the Administrator may require;
and the Administrator shall advise the Trustee of such of the foregoing facts
as amy be pertinent to the Trustee's duties under the Plan. The Administrator
may rely upon such information as is supplied by the Employer and shall have no
duty or responsibility to verify such information.

2.10  PAYMENT OF EXPENSES

        All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs of
administering the Plan. Until paid, the expenses shall constitute a liability of
the Trust Fund. However, the Employer may reimburse the Trust Fund for any
administration expense incurred.

2.11  MAJORITY ACTIONS

        Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.5, if there shall be more than
one Administrator, they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.


                                       26


<PAGE>   32
2.12  CLAIMS PROCEDURE

        Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

2.13  CLAIMS REVIEW PROCEDURE

        Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.12
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator (on a form which may be obtained
from the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.12. The
Administrator shall then conduct a hearing within the next 60 days, at which
the claimant may be represented by an attorney or any other representative of
his choosing and at which the claimant shall have an opportunity to submit
written and oral evidence and arguments in support of his claim. At the hearing
(or prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all
documents in the possession of the Administrator which are pertinent to the
claim at issue and its disallowance. Either the claimant or the Administrator
may cause a court reporter to attend the hearing and record the proceedings. In
such event, a complete written transcript of the proceedings shall be furnished
to both parties by the court reporter. The full expense of any such court
reporter and such transcripts shall be borne by the party causing the court
reporter to attend the hearing. A final decision as to the allowance of the
claim shall be made by the Administrator within 60 days of receipt of the appeal
(unless there has been an extension of 60 days due to special circumstances,
provided the delay and the special circumstances occasioning it are communicated
to the claimant within the 60 day period). Such communication shall be written
in a manner calculated to be understood by the claimant and shall include
specific reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                                       27
<PAGE>   33
                                  ARTICLE III
                                  ELIGIBILITY

3.1     CONDITIONS OF ELIGIBILITY

        Any Eligible Employee who has completed one (1) Year of Service and has
attained age 21 shall be eligible to participate hereunder as of the date he
has satisfied such requirements. Effective September 30, 1996, any Eligible
Employee who has completed six (6) Months of Service and has attained age 21
shall be eligible to participate in the salary reduction election and related
matching contribution, but the one (1) Year of Service requirement will
continue to apply to determine participation for the Employer's Non-Elective
Contribution. However, any Employee who was a Participant in the Plan prior to
the effective date of this amendment and restatement shall continue to
participate in the Plan. The Employer shall give each prospective Eligible
Employee written notice of his eligibility to participate in the Plan prior to
the close of the Plan Year in which he first becomes an Eligible Employee.

3.2     APPLICATION FOR PARTICIPATION

        In order to become a Participant hereunder, each Eligible Employee
shall make application to the Employer for participation in the Plan and agree
to the terms hereof. Upon the acceptance of any benefits under this Plan, such
Employee shall automatically be deemed to have made application and shall be
bound by the terms and conditions of the Plan and all amendment hereto.

3.3     EFFECTIVE DATE OF PARTICIPATION

        An Eligible Employee shall become a Participant effective as of the
first day of the calendar quarter coinciding with or next following the date on
which such Employee met the eligibility requirements of Section 3.1, provided
said Employee was still employed as of such date (or if not employed on such
date, as of the date of rehire if a 1-Year Break in Service has not occurred).
        In the event of an Employee who is not a member of an eligible class of
Employees becomes a member of an eligible class, such Employee will participate
immediately if such Employee has satisfied the minimum age and service
requirements and would have otherwise previously become a Participant.

3.4     DETERMINATION OF ELIGIBILITY

        The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long as
the same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.13.


                                       28



<PAGE>   34
3.5 TERMINATION OF ELIGIBILITY

                (a) In the event a Participant shall go from a classification of
           an Eligible Employee to an ineligible Employee, such Former
           Participant shall continue to vest in his interest in the Plan for
           each Year of Service completed while a noneligible Employee, until
           such time as his Participant's Account shall be forfeited or
           distributed pursuant to the terms of the Plan. Additionally, his
           interest in the Plan shall continue to share in the earnings of the
           Trust Fund.

                (b) In the event a Participant is no longer a member of an
           eligible class of Employees and becomes ineligible to participate but
           has not incurred a 1-Year Break in Service, such Employee will
           participate immediately upon returning to an eligible class of
           Employees. If such Participant incurs a 1-Year Break in Service,
           eligibility will be determined under the break in service rules of
           the Plan.

3.6 OMISSION OF ELIGIBLE EMPLOYEE

        If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission
is not made until after a contribution by his Employer for the year has been
made, the Employer shall make a subsequent contribution with respect to the
omitted Employee in the amount which the said Employer would have contributed
with respect to him had he not been omitted. Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any
taxable year under applicable provisions of the Code.

3.7 INCLUSION OF INELIGIBLE EMPLOYEE

       If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made,
the Employer shall not be entitled to recover the contribution made with
respect to the ineligible person regardless of whether or not a deduction is
allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
(except for Deferred Compensation which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

3.8 ELECTION NOT TO PARTICIPATE

        An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate
must be communicated to the Employer, 



                                       29
<PAGE>   35
in writing, at least thirty (30) days before the beginning of a Plan Year.

                                   ARTICLE IV
                          CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

        For each Plan Year, the Employer shall contribute to the Plan:

             (a)  The amount of the total salary reduction elections of all
        Participants to Section 4.2(a), which amount shall be deemed an 
        Employer's Elective Contribution.

             (b)  On behalf of each Participant who is eligible to share in
        matching contributions for each pay period, a discretionary matching
        contribution equal to a percentage of each such Participant's Deferred
        Compensation, the exact percentage to be determined each year by the
        Employer, which amount shall be deemed an Employer's Non-Elective
        Contribution.

                  Except, however, in applying the matching percentage specified
        above, only salary reductions, excluding bonus reductions, up to 6% of
        compensation (excluding bonus) per pay period shall be considered.

             (c)  A discretionary amount, which amount shall be deemed an
        Employer's Non-Elective Contribution.

             (d)  Notwithstanding the foregoing, however, the Employer's
        contributions for any Plan Year shall not exceed the maximum amount
        allowable as a deduction to the Employer under the provisions of Code
        Section 404. All contributions by the Employer shall be made in cash or
        in such property as is acceptable to the Trustee.

             (e)  Except, however, to the extent necessary to provide the top
        heavy minimum allocations, the Employer shall make a contribution even
        if it exceeds the amount which is deductible under Code Section 404.

4.2  PARTICIPANT'S SALARY REDUCTION ELECTION

             (a)  Each Participant may elect to defer his Compensation which
        would have been received in the Plan Year, but for the deferral
        election, by up to 15%. A deferral election (or modification of an
        earlier election) may not be made with respect to Compensation which is
        currently available on or before the date the Participant executed such
        election. A special election will be permitted for an annual bonus, if
        applicable.

                                       30
<PAGE>   36
                The amount by which Compensation is reduced shall be that
        Participant's Deferred Compensation and be treated as an Employer
        Elective Contribution and allocated to that Participant's Elective
        Account.

            (b)  The balance in each Participant's Elective Account shall be
        fully Vested at all times and shall not be subject to Forfeiture for any
        reason.

            (c)  Amounts held in the Participant's Elective Account may not be
        distributable earlier than:

            (1)  a Participant's termination of employment or death;

            (2)  a Participant's attainment of age 59 1/2;

            (3)  the termination of the Plan without the establishment or
            existence of a "successor plan," as that term is described in
            Regulation 1.401(k)-1(d)(3);

            (4)  the date of disposition by the Employer to an entity that is
            not an Affiliated Employer 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 with respect to a
            Participant who continues employment with the corporation acquiring
            such assets;

            (5)  the date of disposition by the Employer or an Affiliated
            Employer who maintains the Plan of its interest in a subsidiary
            (within the meaning of Code Section 409(d)(3)) to an entity which is
            not an Affiliated Employer but only with respect to a Participant
            who continues employment with such subsidiary; or

            (6)  the proven financial hardship of a Participant, subject to the
            limitations of Section 6.10.

            (d)  For each Plan Year beginning after December 31, 1987, a
        Participant's Deferred Compensation made under this Plan and all other
        plans, contracts or arrangements of the Employer maintaining this Plan
        shall not exceed, during any taxable year of the Participant, the
        limitation imposed by Code Section 402(g), as in effect at the beginning
        of such taxable year. If such dollar limitation is exceeded, a
        Participant will be deemed to have notified the Administrator of such
        excess amount which shall be

                                       31
<PAGE>   37
    distributed in a manner consistent with Section 4.2(f). The dollar
    limitation shall be adjusted annually pursuant to the method provided in
    Code Section 415(d) in accordance with Regulations.

        (e)   In the event a Participant has received a hardship distribution
    from his Participant's Elective Account pursuant to Section 6.10 or
    pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B) from any other plan
    maintained by the Employer, then such Participant shall not be permitted to
    elect to have Deferred Compensation contributed to the Plan on his behalf
    for a period of twelve (12) months following the receipt of the
    distribution. Furthermore, the dollar limitation under Code Section 402(g)
    shall be reduced, with respect to the Participant's taxable year following
    the taxable year in which the hardship distribution was made, by the amount
    of such Participant's Deferred Compensation, if any, pursuant to this Plan
    (and any other plan maintained by the Employer) for the taxable year of the
    hardship distribution.

        (f)   If a Participant's Deferred Compensation under this Plan together
    with any elective deferrals (as defined in Regulation 1.402(g)-1(b))
    under another qualified cash or deferred arrangement (as defined in Code
    Section 401(k)), a simplified employee pension (as defined in Code Section
    408(k)), a salary reduction arrangement (within the meaning of Code Section
    3121(a)(5)(D)), a deferred compensation plan under Code Section 457, or a
    trust described in Code Section 501(c)(18) cumulatively exceed the
    limitation imposed by Code Section 402(g) (as adjusted annually in
    accordance with the method provided in Code Section 415(d) pursuant to
    Regulations) for such Participant's taxable year, the Participant may, not
    later than March 1 following the close of the Participant's taxable year,
    notify the Administrator in writing of such excess and request that his
    Deferred Compensation under this Plan be reduced by an amount specified by
    the Participant. In such event, the Administrator may direct the Trustee to
    distribute such excess amount (and any Income allocable to such excess
    amount) to the Participant not later than the first April 15th following
    the close of the Participant's taxable year. Distributions in accordance
    with this paragraph may be made for any taxable year of the Participant
    which begins after December 31, 1986. Any distribution of less than the
    entire amount of Excess Deferred Compensation and Income shall be treated
    as a pro rata distribution of Excess Deferred Compensation and Income. The
    amount distributed shall not exceed the Participant's Deferred Compensation
    under the Plan for the taxable year. Any distribution on or before the 

                                       32

<PAGE>   38
                last day of the Participant's taxable year must satisfy each of
                the following conditions:

                    (1)  the distribution must be made after the date on which
                    the Plan received the Excess Deferred Compensation;

                    (2)  the participant shall designate the distribution as
                    Excess Deferred Compensation; and

                    (3)  the Plan must designate the distribution as a
                    distribution of Excess Deferred Compensation.

                        Any distribution made pursuant to this Section 4.2(f)
                shall be made first from unmatched Deferred Compensation and,
                thereafter, simultaneously from Deferred Compensation which is
                matched and matching contributions which relate to such Deferred
                Compensation.  However, any such matching contributions which
                are not Vested shall be forfeited in lieu of being distributed.


                    (g)  Notwithstanding Section 4.2(f) above, a
                Participant's Excess Deferred Compensation shall be reduced, but
                not below zero, by any distribution and/or recharacterization of
                Excess Contributions pursuant to Section 4.6(a) for the Plan
                Year beginning with or within the taxable year of the
                Participant.

                    (h)  At Normal Retirement Date, or such other date when
                the Participant shall be entitled to receive benefits, the fair
                market value of the Participant's Elective Account shall be used
                to provide additional benefits to the participant or his
                Beneficiary.

                    (i)  All amounts allocated to a Participant's Elective
                Account may be treated as a Directed Investment Account pursuant
                to Section 4.13.
 
                    (j)  Employer Elective Contributions made pursuant to
                this Section may be segregated into a separate account for each
                Participant in a federally insured savings account, certificate
                of deposit in a bank or savings and loan association, money
                market certificate, or other short-term debt security acceptable
                to the Trustee until such time as the allocations pursuant to
                Section 4.4 have been made.

                    (k)  The Employer and the Administrator shall implement
                the salary reduction elections provided for herein in accordance
                with the following:

                    (l)  A Participant may commence making elective
                deferrals to the Plan only after first satisfying





                                       33
<PAGE>   39
                    the eligibility and participation requirements specified in
                    Article III. However, the Participant must make his initial
                    salary deferral election within a reasonable time, not to
                    exceed thirty (30) days, after entering the Plan pursuant to
                    Section 3.3.  If the Participant fails to make an initial
                    salary deferral election within such time, then such
                    Participant may thereafter make an election in accordance
                    with the rules governing modifications.  The Participant
                    shall make such an election by entering into a written
                    salary reduction agreement with the Employer and filing such
                    agreement with the Administrator.  Such election shall
                    initially be effective beginning with the pay period
                    following the acceptance of the salary reduction agreement
                    by the Administrator, shall not have retroactive effect and
                    shall remain in force until revoked.

                    (2)  A Participant may modify a prior election during the
                    Plan Year and concurrently make a new election within a
                    reasonable time before the first pay period of each month,
                    when such modification is to be effective.  Any modification
                    shall not have retroactive effect and shall remain in force
                    until revoked.

                    (3)  A Participant may elect to prospectively revoke his
                    salary reduction agreement in its entirety at any time
                    during the Plan Year. Such revocation shall become effective
                    as of the beginning of the first pay period coincident with
                    or next following the expiration of the notice period.
                    Furthermore, the termination of the Participant's
                    employment, or the cessation of participation for any
                    reason, shall be deemed to revoke any salary reduction
                    agreement then in effect, effective immediately following
                    the close of the pay period within which such termination or
                    cessation occurs.

4.3  TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

        The Employer shall generally pay to the Trustee its contribution to the
Plan for each Plan Year within the time prescribed by law, including extensions
of time, for the filing of the Employer's federal income tax return for the
Fiscal Year.

        However, Employer Elective Contributions accumulated through payroll
deductions shall be paid to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer's general assets,
but in any event within ninety (90) days from the date on which such amounts
would



                                       34
<PAGE>   40
otherwise have been payable to the Participant in cash. The provisions of
Department of Labor regulations 2510.3-102 are incorporated herein by
reference. Furthermore, any additional Employer contributions which are
allocable to the Participant's Elective Account for a Plan Year shall be paid
to the Plan no later than the twelve-month period immediately following the
close of such Plan Year.

4.4 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

                (a) The Administrator shall establish and maintain an account in
           the name of each Participant to which the Administrator shall credit
           as of each Anniversary Date all amounts allocated to each such
           Participant as set forth herein.

                (b) The Employer shall provide the Administrator with all
           information required by the Administrator to make a proper allocation
           of the Employer's contributions for each Plan Year. Within a
           reasonable period of time after the date of receipt by the
           Administrator of such information, the Administrator shall allocate 
           such contribution as follows:

                (1) With respect to the Employer's Elective Contribution made
                pursuant to Section 4.1(a), to each Participant's Elective
                Account in an amount equal to each such Participant's Deferred
                Compensation for the year.

                (2) With respect to the Employer's Non-Elective Contribution
                made pursuant to Section 4.1(b), to each Participant's Account
                in accordance with Section 4.1(b).

                Any Participant actively employed during the Plan Year shall be
                eligible to share in the matching contribution for the Plan
                Year.

                (3) With respect to the Employer's Non-Elective Contribution
                made pursuant to Section 4.1(c), in the following manner:

                        (i) A dollar amount equal to 5.7% of the sum of each
                        Participant's total Compensation plus Excess
                        Compensation shall be allocated to each Participant's
                        Account. If the Employer does not contribute such amount
                        for all Participants, each Participant will be allocated
                        a share of the contribution in the same proportion that
                        his total Compensation plus his total Excess
                        Compensation for the Plan Year bears to the total
                        Compensation 


                                       35
<PAGE>   41
          plus the total Excess Compensation of all Participants for that year.

          (ii)  The balance of the Employer's Non-Elective Contribution over the
          amount allocated above, if any, shall be allocated to each
          Participant's Account in the same proportion that his total
          Compensation for the Plan Year bears to the total Compensation of all
          Participants for such year.

     Only Participant's who have completed a Year of Service with 1,000 Hours
     during the Plan Year and are actively employed on the last day of the Plan
     Year shall be eligible to share in the discretionary contribution for the
     year.

     (c)  As of each Anniversary Date any amounts which became Forfeitures since
the last Anniversary Date shall first be made available to reinstate previously
forfeited account balances of Former Participants, if any, in accordance with
Section 6.4(f)(2). The remaining Forfeitures, if any, shall be used to pay
expenses of the Plan described in Section 2.10 and the remaining amount, if any,
to reduce the contribution of the Employer hereunder for the Plan Year in which
such Forfeitures occur in the following manner:

     (1)  Forfeitures attributable to Employer matching contributions made
     pursuant to Section 4.1(b) shall be used to reduce the Employer's
     contribution for the Plan Year in which such Forfeitures occur.

     (2)  Forfeitures attributable to Employer discretionary contributions made
     pursuant to Section 4.1(c) shall be used to reduce the Employer's
     contribution for the Plan Year in which such Forfeitures occur.

     (d)  For any Top Heavy Plan Year, Non-Key Employees not otherwise eligible
to share in the allocation of contributions as provided above, shall receive the
minimum allocation provided for in Section 4.4(g) if eligible pursuant to the
provisions of Section 4.4(i).

     (e)  Participants who are not actively employed on the last day of the Plan
Year due to Retirement (Early, Normal or Late) or death shall share in the
allocation of contributions for that Plan Year only if otherwise eligible in
accordance with this Section.

                                       36
<PAGE>   42
        (f)  As of each Anniversary Date or other valuation date, before the
current valuation period allocation of Employer contributions and after
allocation of Forfeitures, any earnings or losses (net appreciation or net
depreciation) of the Trust Fund shall be allocated in the same proportion that
each Participant's and Former Participant's nonsegregated accounts bear to the
total of all Participants' and Former Participants' nonsegregated accounts as
of such date.

        Participants' transfers from other qualified plans and voluntary
contributions deposited in the general Trust Fund shall share in any earnings
and losses (net appreciation or net depreciation) of the Trust Fund in the same
manner provided above. Each segregated account maintained on behalf of a
Participant shall be credited or charged with its separate earnings and losses.

        (g)  Minimum Allocations Required for Top Heavy Plan Years:
Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the
Employer's contributions allocated to the Participant's Combined Account of
each Non-Key Employee shall be equal to at least three percent (3%) of such
Non-Key Employee's "415 Compensation" (reduced by contributions and
forfeitures, if any, allocated to each Non-Key Employee in any defined
contribution plan included with this plan in a Required Aggregation Group).
However, if (1) the sum of the Employer's contributions allocated to the
Participant's Combined Account of each Key Employee for such Top Heavy Plan
Year is less than three percent (3%) of each Key Employee's "415 Compensation"
and (2) this Plan is not required to be included in an Aggregation Group to
enable a defined benefit plan to meet the requirements of Code Section
401(a)(4) or 410, the sum of the Employer's contributions allocated to the
Participant's Combined Account of each Non-Key Employee shall be equal to the
largest percentage allocated to the Participant's Combined Account of any Key
Employee. However, in determining whether a Non-Key Employee has received the
required minimum allocation, such Employee's Deferred Compensation and matching
contributions needed to satisfy the "Actual Contribution Percentage" tests
pursuant to Section 4.7(a) shall not be taken into account.

        However, no such minimum allocation shall be required in this Plan for
any Non-Key Employee who participates in another defined contribution plan
subject to Code Section 412 providing such benefits

                                       37
<PAGE>   43
included with this Plan in a Required Aggregation Group.

        (h)  For purposes of the minimum allocations set forth above, the
percentage allocated to the Participant's Combined Account of any Key Employee
shall be equal to the ratio of the sum of the Employer's contributions
allocated on behalf of such Key Employee divided by the "415 Compensation" for
such Key Employee.

        (i)  For any Top Heavy Plan Year, the minimum allocations set forth
above shall be allocated to the Participant's Combined Account of all Non-Key
Employees who are Participants and who are employed by the Employer on the last
day of the Plan Year, including Non-Key Employees who have (1) failed to
complete a Year of Service; and (2) declined to make mandatory contributions
(if required) or, in the case of a cash or deferred arrangement, elective
contributions to the Plan.

        (j)  For the purposes of this Section, "415 Compensation" shall be
limited to $200,000. Such amount shall be adjusted at the same time and in the
same manner as permitted under Code Section 415(d), except that the dollar
increase in effect on January 1 of any calendar year shall be effective for the
Plan Year beginning with or within such calendar year and the first adjustment
to the $200,000 limitation shall be effective on January 1, 1990. For any short
Plan Year the "415 Compensation" limit shall be an amount equal to the "415
Compensation" limit for the calendar year in which the Plan Year begins
multiplied by the ratio obtained by dividing the number of full months in the
short Plan Year by twelve (12). However, for Plan Years beginning prior to
January 1, 1989, the $200,000 limit shall apply only for Top Heavy Plan Years
and shall not be adjusted.

        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 Code Section 401(a)(17)(B). The cost of living adjustment 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 



                                       38

<PAGE>   44
     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 Code Section 401 (a) (17) 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.

      (k) Notwithstanding anything herein to the contrary, Participants who
terminated employment for any reason during the Plan Year shall share in the
salary reduction contributions made by the Employer for the year of termination
without regard to the Hours of Service credited.

      (l) If a Former Participant is reemployed after five (5) consecutive
1-Year Breaks in Service, then separate accounts shall be maintained as
follows:

      (1) one account for nonforfeitable benefits attributable to pre-break
      service; and

      (2) one account representing his status in the Plan attributable to
      post-break service.

     (m) Notwithstanding anything to the contrary, for Plan Years beginning
after December 31, 1989, if this is a Plan that would otherwise fail to meet
the requirements of Code Sections 401(a) (26), 410(b) (1) or 410(b)(2)(A)(i) and
the Regulations thereunder because Employer contributions would not be allocated
to a sufficient number or percentage of Participants for a Plan Year, then the
following rules shall apply:

     (1) The group of Participants eligible to share in the Employer's
     contribution for the Plan Year shall be expanded to include the minimum
     number of Participants who would not otherwise be eligible as are necessary
     to satisfy the applicable test specified above.  The specific Participants
     who shall become eligible under the



                                     39

                                      

<PAGE>   45



      terms of this paragraph shall be those who are actively employed on the
      last day of the Plan Year and, when compared to similarly situated
      Participants, have completed the greatest number of Hours of Service in
      the Plan Year.



      (2)  If after application of paragraph (1) above, the applicable test is
      still not satisfied, then the group of Participants eligible to share in
      the Employer's contribution for the Plan Year shall be further expanded to
      include the minimum number of Participants who are not actively employed
      on the last day of the Plan Year as are necessary to satisfy the
      applicable test.  The specific Participants who shall become eligible to
      share shall be those Participants, when compared to similarly situated
      Participants, who have completed the greatest number of Hours of Service
      in the Plan Year before terminating employment.



      (3) Nothing in this section shall permit the reduction of a Participant's
      accrued benefit. Therefore any amounts that have previously been allocated
      to Participants may not be reallocated to satisfy these requirements.  In
      such event, the Employer shall make an additional contribution equal to 
      the amount such affected Participants would have received had they
      been included in the allocations, even if it exceeds the amount which
      would be deductible under Code section 404.  Any adjustment to the
      allocations pursuant to this paragraph shall be considered a retroactive
      amendment adopted by the last day of the Plan Year.



      (4) Notwithstanding the foregoing, for any Top Heavy Plan Year
      beginning after December 31, 1992, if the portion of the Plan which is
      not a Code Section 401(k) or 401(m) plan would fail to satisfy Code
      Section 410(b) if the coverage tests were applied by treating those
      Participants whose only allocation (under such portion of the Plan) would
      otherwise be provided under the top heavy formula as if they were not
      currently benefiting under the Plan, then, for purposes of this Section
      4.4(m), such Participants shall be treated as not benefiting and shall
      therefore be eligible to be included in the expanded class of
      Participants who will share in the allocation provided under the Plan's
      non top heavy formula.



                                       40



<PAGE>   46



4.5  ACTUAL DEFERRAL PERCENTAGE TESTS

          (a) Maximum Annual Allocation: For each Plan Year beginning after
     December 31, 1986, the annual allocation derived from Employer Elective
     Contributions to a Participant's Elective Account shall satisfy one of the
     following tests:

          (1) The "Actual Deferral Percentage" for the Highly Compensated
          Participant group shall not be more than the "Actual Deferral
          Percentage" of the Non-Highly Compensated Participant group multiplied
          by 1.25, or

          (2) The excess of the "Actual Deferral Percentage" for the Highly
          Compensated Participant group over the "Actual Deferral Percentage"
          for the Non-Highly Compensated Participant group shall not be more
          than two percentage points.  Additionally, the "Actual Deferral
          Percentage" for the Highly Compensated Participant group shall not
          exceed the "Actual Deferral Percentage" for the Non-Highly Compensated
          Participant group multiplied by 2. The provisions of Code Section
          401(k)(3) and Regulation 1.401(k)-1(b) are incorporated herein by
          reference.

          However, for Plan Years beginning after December 31, 1988, in order to
          prevent the multiple use of the alternative method described in (2)
          above and in Code Section 401 (m) (9) (A),  any Highly Compensated
          Participant eligible to make elective deferrals pursuant to Section
          4.2 and to make Employee contributions or to receive matching
          contributions under this Plan or under any other plan maintained by
          the Employer or an Affiliated Employer shall have his actual
          contribution ratio reduced pursuant to Regulation l.401(m)-2, the
          provisions of which are incorporated herein by reference.

          (b) For the purposes of this Section "Actual Deferral Percentage"
     means, with respect to the Highly Compensated Participant group and
     Non-Highly Compensated Participant group for a Plan Year, the average of
     the ratios, calculated separately for each Participant in such group, of
     the amount of Employer Elective Contributions allocated to each
     Participant's Elective Account for such Plan Year, to such Participant's
     "414(s) Compensation" for such Plan Year. The actual deferral ratio for
     each Participant and the "Actual Deferral Percentage" for each group shall
     be calculated to the nearest one-hundredth of one percent

                                     41

<PAGE>   47



     for Plan Years beginning after December 31, 1988. Employer Elective
     Contributions allocated to each Non-Highly Compensated Participant's
     Elective Account shall be reduced by Excess Deferred Compensation to the
     extent such excess amounts are made under this Plan or any other plan
     maintained by the Employer.

          (c) For the purpose of determining the actual deferral ratio of a
     Highly Compensated Employee who is subject to the Family Member aggregation
     rules of Code Section 414 (q)(6) because such Participant is either a "five
     percent owner" of the Employer or one of the ten (10) Highly Compensated
     Employees paid the greatest "415 Compensation" during the year, the
     following shall apply:

          (1) The combined actual deferral ratio for the family group (which
          shall be treated as one Highly Compensated Participant) shall be
          determined by aggregating Employer Elective Contributions and "414(s)
          Compensation" of all eligible Family Members (including Highly
          Compensated Participants). However, in applying the $200,000 limit to
          "414(s) Compensation," for Plan Years beginning after December 31,
          1988, Family Members shall include only the affected Employee's spouse
          and any lineal descendants who have not attained age 19 before the
          close of the Plan Year.  Notwithstanding the foregoing, with respect
          to Plan Years beginning prior to January 1, 1990, compliance with the
          Regulations then in effect shall be deemed to be compliance with this
          paragraph.

          (2) The Employer Elective Contributions and "414(s) Compensation" of
          all Family Members shall be disregarded for purposes of determining
          the "Actual Deferral Percentage" of the Non-Highly Compensated
          Participant group except to the extent taken into account in paragraph
          (1) above.

          (3) If a Participant is required to be aggregated as a member of more
          than one family group in a plan, all Participants who are members of
          those family groups that include the Participant are aggregated as one
          family group in accordance with paragraphs (1) and (2) above.

          (d) For the purposes of Sections 4.5(a) and 4.6, a Highly Compensated
     Participant and a Non-Highly Compensated Participant shall include any
     Employee eligible to make a deferral election pursuant to Section 4.2,
     whether or not such deferral election was made or suspended pursuant to
     Section 4.2.



                                     42



<PAGE>   48

          (e) For the purposes of this Section and Code Sections 401(a)(4),
     410(b) and 401(k), if two or more plans which include cash or deferred
     arrangements are considered one plan for the purposes of Code Section 401
     (a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii) as in
     effect for Plan Years beginning after December 31, 1988), the cash or
     deferred arrangements included in such plans shall be treated as one
     arrangement.  In addition, two or more cash or deferred arrangements may be
     considered as a single arrangement for purposes of determining whether or
     not such arrangements satisfy Code Sections 401(a)(4), 410(b) and 401(k).
     In such a case, the cash or deferred arrangements included in such plans
     and the plans including such arrangements shall be treated as one
     arrangement and as one plan for purposes of this Section and Code Sections
     401 (a)(4), 410(b) and 401(k). Plans may be aggregated under this
     paragraph (e) for Plan Years beginning after December 31, 1989 only if they
     have the same plan year.

              Notwithstanding the above, for Plan Years beginning after 
     December 31, 1988, an employee stock ownership plan described in
     Code Section 4975 (e)(7) or 409 may not be combined with this Plan for
     purposes of determining whether the employee stock ownership plan or this
     Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and
     401(k).

          (f) For the purposes of this Section, if a Highly Compensated
     Participant is a Participant under two or more cash or deferred
     arrangements (other than a cash or deferred arrangement which is part of an
     employee stock ownership plan as defined in Code Section 4975(e)(7) or 409
     for Plan Years beginning after December 31, 1988) of the Employer or an
     Affiliated Employer, all such cash or deferred arrangements shall be
     treated as one cash or deferred arrangement for the purpose of determining
     the actual deferral ratio with respect to such Highly Compensated
     Participant.  However, for Plan Years beginning after December 31, 1988, if
     the cash or deferred arrangements have different plan years, this paragraph
     shall be applied by treating all cash or deferred arrangements ending with
     or within the same calendar year as a single arrangement.

4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

     In the event that the initial allocations of the Employer's Elective
Contributions made pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a) for Plan Years beginning after December 31, 1986, the
Administrator shall



                                     43


<PAGE>   49

adjust Excess Contributions pursuant to the options set forth
below:

          (a) On or before the fifteenth day of the third month following the
     end of each Plan Year, the Highly Compensated Participant having the
     highest actual deferral ratio shall have his portion of Excess
     Contributions distributed to him and/or at his election recharacterized as
     a voluntary Employee contribution pursuant to Section 4.12 until one of the
     tests set forth in Section 4.5(a) is satisfied, or until his actual
     deferral ratio equals the actual deferral ratio of the Highly Compensated
     Participant having the second highest actual deferral ratio. This process
     shall continue until one of the tests set forth in Section 4.5(a) is
     satisfied.  For each Highly Compensated Participant, the amount of Excess
     Contributions is equal to the Elective Contributions on behalf of such
     Highly Compensated Participant (determined prior to the application of this
     paragraph) minus the amount determined by multiplying the Highly
     Compensated Participant's actual deferral ratio (determined after
     application of this paragraph) by his "414(s) Compensation." However, in
     determining the amount of Excess Contributions to be distributed and/or
     recharacterized with respect to an affected Highly Compensated Participant
     as determined herein, such amount shall be reduced by any Excess Deferred
     Compensation previously distributed to such affected Highly Compensated
     Participant for his taxable year ending with or within such Plan Year.

          (1) With respect to the distribution of Excess Contributions pursuant
          to (a) above, such distribution:

               (i)   may be postponed but not later than the close of the Plan
               Year following the Plan Year to which they are allocable;

               (ii)   shall be made first from unmatched Deferred Compensation
               and, thereafter, simultaneously from Deferred Compensation which
               is matched and matching contributions which relate to such
               Deferred Compensations. However, any such matching contributions
               which are not Vested shall be forfeited in lieu of being
               distributed;

               (iii)  shall be adjusted for Income; and

               (iv)   shall be designated by the Employer as a distribution of
               Excess Contributions (and Income).



                                       44



<PAGE>   50


          (2) With respect to the recharacterization of Excess Contributions
          pursuant to (a) above, such recharacterized amounts:

               (i)   shall be deemed to have occurred on the date on which the
               last of those Highly Compensated Participants with Excess
               Contributions to be recharacterized is notified of the
               recharacterization and the tax consequences of such
               recharacterization;

               (ii)  shall not exceed the amount of Deferred Compensation on
               behalf of any Highly Compensated Participant for any Plan Year;

               (iii) shall be treated as voluntary Employee contributions for
               purposes of Code Section 401(a)(4) and Regulation 1.401(k)-1(b).
               However, for purposes of Sections 2.2 and 4.4(g), recharacterized
               Excess Contributions continue to be treated as Employer
               contributions that are Deferred Compensation.  For Plan Years
               beginning after December 31, 1988, Excess Contributions
               recharacterized as voluntary Employee contributions shall
               continue to be nonforfeitable and subject to the same
               distribution rules provided for in Section 4.2(c);

               (iv)  are not permitted if the amount recharacterized plus
               voluntary Employee contributions actually made by such Highly
               Compensated Participant, exceed the maximum amount of voluntary
               Employee contributions (determined prior to application of
               Section 4.7(a)) that such Highly Compensated Participant is
               permitted to make under the Plan in the absence of
               recharacterization; and

               (v)   shall be adjusted for Income.

          (3) Any distribution and/or recharacterization of less than the entire
          amount of Excess Contributions shall be treated as a pro rata
          distribution and/or recharacterization of Excess Contributions and
          Income.

          (4) The determination and correction of Excess Contributions of a
          Highly Compensated Participant whose actual deferral ratio is
          determined under the family aggregation rules shall be



                                     45


<PAGE>   51



          accomplished by reducing the actual deferral ratio as required herein,
          and the Excess Contributions for the family unit shall then be
          allocated among the Family Members in proportion to the Elective
          Contributions of each Family Member that were combined to determine
          the group actual deferral ratio.  Notwithstanding the foregoing, with
          respect to Plan Years beginning prior to January 1, 1990, compliance
          with the Regulations then in effect shall be deemed to be compliance
          with this paragraph.



          (b) Within twelve (12) months after the end of the Plan Year, the
     Employer may make a special Qualified Non-Elective Contribution on behalf
     of Non-Highly Compensated Participants in an amount sufficient to satisfy
     one of the tests set forth in Section 4.5 (a). Such contribution shall be
     allocated to the Participant's Elective Account of each Non-Highly
     Compensated Participant in the same proportion that each Non-Highly
     Compensated Participant's Compensation for the year bears to the total
     Compensation of all Non-Highly Compensated Participants.



          (c) If during a Plan Year the projected aggregate amount of Elective
     Contributions to be allocated to all Highly Compensated Participants under
     this Plan would, by virtue of the tests set forth in Section 4.5(a), cause
     the Plan to fail such tests, then the Administrator may automatically
     reduce proportionately or in the order provided in Section 4.6(a) each
     affected Highly Compensated Participant's deferral election made pursuant
     to Section 4.2 by an amount necessary to satisfy one of the tests set forth
     in Section 4.5(a).



4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS

          (a) The "Actual Contribution Percentage" for Plan Years beginning
     after December 31, 1986 for the Highly Compensated Participant group shall
     not exceed the greater of:



          (1)  125 percent of such percentage for the Non-Highly Compensated
          Participant group; or

          (2) the lesser of 200 percent of such percentage for the Non-Highly
          Compensated Participant group, or such percentage for the Non-Highly
          Compensated Participant group plus 2 percentage points.  However, for
          Plan Years beginning after December 31, 1988, to prevent the multiple
          use of the alternative method described in this paragraph and Code
          Section 401(m)(9)(A), any

                                     46

<PAGE>   52

          Highly Compensated Participant eligible to make elective deferrals
          pursuant to Section 4.2 or any other cash or deferred arrangement
          maintained by the Employer or an Affiliated Employer and to make
          Employee contributions or to receive matching contributions under this
          Plan or under any other plan maintained by the Employer or an
          Affiliated Employer shall have his actual contribution ratio reduced
          pursuant to Regulation 1.401(m)-2. The provisions of Code Section
          401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2 are incorporated
          herein by reference.

          (b)  For the purposes of this Section and Section 4.8, "Actual
     Contribution Percentage" for a Plan Year means, with respect to the Highly
     Compensated Participant group and Non-Highly Compensated Participant group,
     the average of the ratios (calculated separately for each Participant in
     each group) of:

          (1) the sum of Employer matching contributions made pursuant to
          Section 4.1 (b), voluntary Employee contributions made pursuant to
          Section 4.12 and Excess Contributions recharacterized as voluntary
          Employee contributions pursuant to Section 4.6(a) on behalf of each
          such Participant for such Plan Year; to

          (2)  the Participant's "414(s) Compensation" for such Plan Year.

          (c) For purposes of determining the "Actual Contribution Percentage"
     and the amount of Excess Aggregate Contributions pursuant to Section 4.8
     (d), only Employer matching contributions (excluding Employer matching
     contributions forfeited or distributed pursuant to Sections 4.2(f) and 4.6
     (a) (1) or forfeited pursuant to Section 4.8 (a)) contributed to the Plan
     prior to the end of the succeeding Plan Year shall be considered.  In
     addition, the Administrator may elect to take into account, with respect to
     Employees eligible to have Employer matching contributions pursuant to
     Section 4.1(b) or voluntary Employee contributions pursuant to Section 4.12
     allocated to their accounts, elective deferrals (as defined in Regulation
     1.402(g)-1(b)) and qualified non-elective contributions (as defined in Code
     Section 401(m)(4)(c)) contributed to any plan maintained by the Employer.
     Such elective deferrals and qualified non-elective contributions shall be
     treated as Employer matching contributions subject to Regulation 1.401(m)-1
     (b) (5) which is incorporated herein by reference.  However, for Plan Years
     beginning after December 31, 1988, the Plan



                                     47



<PAGE>   53



     Year must be the same as the plan year of the plan to which the elective
     deferrals and the qualified non-elective contributions are made.
        
          (d) For the purpose of determining the actual contribution ratio of a
     Highly Compensated Employee who is subject to the Family Member aggregation
     rules of Code Section 414 (q)(6) because such Employee is either a "five
     percent owner" of the Employer or one of the ten (10) Highly Compensated
     Employees paid the greatest "415 Compensation" during the year, the
     following shall apply:

          (1) The combined actual contribution ratio for the family group (which
          shall be treated as one Highly Compensated Participant) shall be
          determined by aggregating Employer matching contributions made
          pursuant to Section 4.1(b), voluntary Employee contributions made
          pursuant to Section 4.12, Excess Contributions recharacterized as
          voluntary Employee contributions pursuant to Section 4.6(a) and
          "414(s) Compensation" of all eligible Family Members (including Highly
          Compensated Participants).  However, in applying the $200,000 limit to
          "414(s) Compensation" for Plan Years beginning after December 31,
          1988, Family Members shall include only the affected Employee's spouse
          and any lineal descendants who have not attained age 19 before the
          close of the Plan Year.  Notwithstanding the foregoing, with respect
          to Plan Years beginning prior to January 1, 1990, compliance with the
          Regulations then in effect shall be deemed to be compliance with this
          paragraph.

          (2) The Employer matching contributions made pursuant to Section
          4.1(b), voluntary Employee contributions made pursuant to Section
          4.12, Excess Contributions recharacterized as voluntary Employee
          contributions pursuant to Section 4.6 (a) and "414(s) Compensation" of
          all Family Members shall be disregarded for purposes of determining
          the "Actual Contribution Percentage" of the Non-Highly Compensated
          Participant group except to the extent taken into account in paragraph
          (1) above.

          (3)  If a Participant is required to be aggregated as a member of more
          than one family group in a plan, all Participants who are members of
          those family groups that include the Participant are aggregated as one
          family group in accordance with paragraphs (1) and (2) above.

                                       48

<PAGE>   54



          (e) For purposes of this section and Code Sections 401 (a)(4), 410(b)
     and 401(m), if two or more plans of the Employer to which matching
     contributions, Employee contributions, or both, are made are treated as one
     plan for purposes of Code Sections 401(a)(4) or 410(b) (other than the
     average benefits test under code Section 410(b)(2)(A)(ii) as in effect
     for Plan Years beginning after December 31, 1988), such plans shall be
     treated as one Plan, In addition, two or more plans of the Employer to
     which matching contributions, Employee contributions, or both, are made may
     be considered as a single plan for purposes of determining whether or not
     such plans satisfy Code Sections 401(a) (4), 410(b) and 401(m).  In such a
     case, the aggregated plans must satisfy this section and Code Sections
     401(a) (4), 410(b) and 401(m) as though such aggregated plans were a single
     plan.  Plans may be aggregated under this paragraph (e) for Plan Years
     beginning after December 31, 1988, only if they have the same plan year.

              Notwithstanding the above, for Plan Years beginning after 
     December 31, 1988, an employee stock ownership plan described in
     Code Section 4975(e) (7) or 409 may not be aggregated with this Plan for
     purposes of determining whether the employee stock ownership plan or this
     Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and
     401(m).

          (f) If a Highly Compensated Participant is a Participant under two or
     more plans (other than an employee stock ownership plan as defined in code
     Section 497.5 (e) (7) or 409 for Plan Years beginning after December 31,
     1988) which are maintained by the Employer or an Affiliated Employer to
     which matching contributions, Employee contributions, or both, are made,
     all such contributions on behalf of such Highly Compensated Participant
     shall be aggregated for purposes of determining such Highly Compensated
     Participant's actual contribution ratio.  However, for Plan Years beginning
     after December 31, 1988, if the plans have different plan years, this
     paragraph shall be applied by treating all plans ending with or within the
     same calendar year as a single plan.

          (g)  For purposes of Sections 4.7(a) and 4.8, a Highly Compensated
     Participant and Non-Highly Compensated Participant shall include any
     Employee eligible to have Employer matching contributions pursuant to
     Section 4.1 (b) (whether or not a deferral election was made or suspended
     pursuant to section 4.2 (e)) or voluntary Employee contributions pursuant
     to Section 4.12 (whether or not voluntary Employee



                                       49



<PAGE>   55



          contributions are made) allocated to his account for the Plan Year.

4.8    ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a) In the event that, for Plan Years beginning after December
          310 1986, the "Actual Contribution Percentage" for the Highly
          Compensated Participant group exceeds the "Actual Contribution
          Percentage" for the Non-Highly Compensated Participant group pursuant
          to Section 4.7(a), the Administrator (on or before the fifteenth day
          of the third month following the end of the Plan Year, but in no event
          later than the close of the following Plan Year) shall direct the
          Trustee to distribute to the Highly Compensated Participant having the
          highest actual contribution ratio, his Vested portion of Excess
          Aggregate Contributions (and Income allocable to such contributions)
          and, if forfeitable, forfeit such non-vested Excess Aggregate
          Contributions attributable to Employer matching contributions (and
          Income allocable to such forfeitures) until either one of the tests
          set forth in Section 4.7(a) is satisfied or until his actual
          contribution ratio equals the actual contribution ratio of the Highly
          Compensated Participant having the second highest actual contribution
          ratio. This process shall continue until one of the tests set forth in
          Section 4.7(a) is satisfied. The distribution and/or forfeiture of
          Excess Aggregate contributions shall be made in the following order:

               (1) Voluntary Employee contributions including Excess
               Contributions recharacterized as voluntary Employee contributions
               pursuant to Section 4.6(a)(2);

               (2) Employer matching contributions.

                   If the correction of Excess Aggregate Contributions
          attributable to Employer matching contributions is not in proportion
          to the Vested and non-Vested portion of such contributions, then the
          Vested portion of the Participant's Account attributable to Employer
          matching contributions after the correction shall be subject to
          Section 6.5(i).

               (b) Any distribution and/or forfeiture of less than the entire
          amount of Excess Aggregate Contributions (and income) shall be treated
          as a pro rata distribution and/or forfeiture of Excess Aggregate
          contributions and Income. Distribution of Excess Aggregate
          Contributions shall be designated by the Employer as a distribution of
          Excess Aggregate Contributions (and Income). Forfeitures of Excess

                                       50

<PAGE>   56

          Aggregate Contributions shall be treated in accordance with Section
          4.4.

               (c) Excess Aggregate Contributions attributable to amounts other
          than voluntary Employee contributions, including forfeited matching
          contributions, shall be treated as Employer contributions for purposes
          of Code Sections 404 and 415 even if distributed from the Plan.

                   Forfeited matching contributions that are reallocated to
          Participants' Accounts for the Plan Year in which the forfeiture
          occurs shall be treated as an "annual addition" pursuant to section
          4.9(b) for the Participants to whose Accounts they are reallocated and
          for the Participants from whose Accounts they are forfeited.

               (d) For each Highly Compensated Participant, the amount Of Excess
          Aggregate Contributions is equal to the Employer matching
          contributions made pursuant to Section 4.1 (b), voluntary Employee
          contributions made pursuant to Section 4.12, Excess Contributions
          recharacterized as voluntary Employee contributions Pursuant to
          Section 4.6(a) and any qualified non-elective contributions or
          elective deferrals taken into account pursuant to Section 4.7(c) on
          behalf of the Highly Compensated Participant (determined prior to the
          application of this paragraph) minus the amount determined by
          multiplying the Highly Compensated Participant's actual contribution
          ratio (determined after application of this paragraph) by his "414(s)
          Compensation." The actual contribution ratio must be rounded to the
          nearest one-hundredth of one percent for Plan Years beginning after
          December 31, 1988.  In no case shall the amount of Excess Aggregate
          Contribution with respect to any Highly Compensated Participant exceed
          the amount of Employer matching contributions made pursuant to Section
          4.1(b), voluntary Employee contributions made pursuant to Section
          4.12, Excess Contributions recharacterized as voluntary Employee
          contributions pursuant to Section 4,6(a) and any qualified
          non-elective contributions or elective deferrals taken into account
          pursuant to Section 4.7(c) on behalf of such Highly Compensated
          Participant for such Plan Year.

               (e) The determination of the amount of Excess Aggregate
          Contributions with respect to any Plan Year shall be made after first
          determining the Excess Contributions, if any, to be treated as
          voluntary Employee contributions due to recharacterization for the
          plan year of any other qualified cash or deferred arrangement (as
          defined in Code Section 401(k)) maintained by the Employer that ends
          with or within the



                                       51



<PAGE>   57

          Plan Year or which are treated as voluntary Employee Contributions due
          to recharacterization pursuant to Section 4.6(a).

               (f) If the determination and correction of Excess Aggregate
          Contributions of a Highly Compensated Participant whose actual
          contribution ratio is determined under the family aggregation rules,
          then the actual contribution ratio shall be reduced and the Excess
          Aggregate Contributions for the family unit shall be allocated among
          the Family Members in proportion to the sum of Employer matching
          contributions made pursuant to section 4.1(b), voluntary Employee
          contributions made pursuant to Section 4.12, Excess Contributions
          recharacterized as voluntary Employee contributions pursuant to
          Section 4.6(a) and any qualified non-elective contributions or
          elective deferrals taken into account pursuant to Section 4.7(c) of
          each Family Member that were combined to determine the group actual
          contribution ratio. Notwithstanding the foregoing, with respect to
          Plan Years beginning prior to January 1, 1990, compliance with the
          Regulations then in effect shall be deemed to be compliance with this
          paragraph.

               (g) If during a Plan Year the projected aggregate amount of
          Employer matching contributions, voluntary Employee contributions and
          Excess Contributions recharacterizad as voluntary Employee
          contributions to be allocated to all Highly Compensated Participants
          under this Plan would, by virtue of the tests set forth in Section
          4.7(a), cause the Plan to fail such tests, then the Administrator may
          automatically reduce proportionately or in the order provided in
          Section 4.8(a) each affected Highly Compensated Participant's
          projected share of such contributions by an amount necessary to
          satisfy one of the tests set forth in Section 4.7(a).

               (h) Notwithstanding the above, within twelve (12) months after
          the end of the Plan Year, the Employer may make a special Qualified
          Non-Elective Contribution on behalf of Non-Highly Compensated
          Participants in an amount sufficient to satisfy one of the tests set
          forth in section 4.7(a). Such contribution shall be allocated to the
          Participant's Elective Account of each Non-Highly Compensated
          Participant in the same proportion that each Non-Highly Compensated
          Participant's compensation for the year bears to the total
          Compensation of all Non-Highly Compensated Participants, A separate
          accounting shall be maintained for the purpose of excluding such  If
          contributions from the "Actual Deferral Percentage" tests pursuant to
          Section 4.5(a).



                                       52



<PAGE>   58



4. 9  MAXIMUM ANNUAL ADDITIONS

               (a) Notwithstanding the foregoing, the maximum "annual
          additional, credited to a Participant's accounts for any "limitation
          year" shall equal the lesser of: (1) $30,000 (or, if greater,
          one-fourth of the dollar limitation in affect under code Section
          415(b)(1)(A)) or (2) twenty-five percent (25%) of the Participant's
          "415 Compensation" for such "limitation year." For any short
          "limitation year," the dollar limitation in (1) above shall be reduced
          by a fraction, the numerator of which is the number of full months in
          the short "limitation year" and the denominator of which is twelve
          (12).

               (b) For Purposes of applying the  limitations of Code Sect  ion
          415, "annual additions" means the sum credited to a Participant's
          accounts for any "limitation year" of (1) Employer contributions, (2)
          Employee contributions for "limitation years" beginning after December
          31, 1986, (3) forfeitures, (4) amounts allocated, after March 31,
          1984, to an individual medical account, as defined in Code Section
          415(l)(2) which is part of a pension or annuity plan maintained by the
          Employer and (5) amounts derived from contributions    paid or accrued
          after December 31, 1985, in taxable years ending after such date,
          which are attributable to post-retirement medical benefits allocated
          to the separate account of a key employee (as defined in Code Section
          419A(d)(3)) under a welfare benefit plan (as defined in Code Section
          419(e)) maintained by the Employer.  Except, however, the "415
          Compensation" percentage limitation referred to in paragraph (a)(2)
          above shall not apply to: (1) any contribution for medical benefits
          (within the meaning of Code Section 419A(f)(2)) after separation from
          service which is otherwise treated as an "annual addition," or (2) any
          amount otherwise treated as an "annual addition" under code section
          415(1)(l).

               (c) For purposes of applying the limitations of Code Section 415,
          the transfer of funds from one qualified plan to another is not an
          "annual addition." In addition, the following are not Employee
          contributions for the purposes of Section 4.9(b)(2): (1) rollover
          contributions (as defined in code Sections 402(a)(5), 403(a)(4),
          403(b)(8) and 408(d)(3)); (2) repayments of loans made to a
          Participant from the Plan; (3) repayments of distributions received by
          an Employee pursuant to Code section 411(a)(7)(B) (cash-outs); (4)
          repayments of distributions received by an Employee pursuant to Code
          section 411(a)(3)(D) (mandatory contributions); and (5) Employee
          contributions to a simplified employee pension



                                       53



<PAGE>   59
     excludable from gross income under Code section 408(k)(6).

          (d) For purposes of applying the limitations of Code Section 415, the
     "limitation year" shall be the Plan Year.

          (e) The dollar limitation under Code Section 415(b)(1)(A) stated in
     paragraph (a)(1) above shall be adjusted annually as provided in Code
     section 415(d) pursuant to the Regulations. The adjusted limitation is
     effective as of January 1st of each calendar year and is applicable to
     "limitation years" ending with or within that calendar year.

          (f) For the Purpose of this Section, all qualified defined benefit
     plans (whether terminated or not) ever maintained by the Employer shall be
     treated as one defined benefit plan, and all qualified defined contribution
     plans (whether terminated or not) ever maintained by the Employer shall be
     treated as one defined contribution plan.

          (g) For the purpose of this Section, if the Employer is a Member of a
     controlled group of corporations, trades or businesses under common control
     (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as
     modified by code Section 415(h)), is a member of an affiliated service
     group (as defined by Code Section 414(m)), or is a member of a group of
     entities required to be aggregated pursuant to Regulations under Code
     Section 414(o), all Employees of such Employers shall be considered to be
     employed by a single Employer.

          (h) For the purpose of this Section, if this Plan is a Code Section
     413(c) plan, all Employers of a Participant who maintain this Plan will be
     considered to be a single Employer.

          (i)(1) If a Participant participates in more than one defined
     contribution plan maintained by the Employer which have different
     Anniversary Dates, the maximum "annual additions" under this Plan shall
     equal the maximum "annual additions" for the "limitation year" minus any
     "annual additional" previously credited to such Participant's accounts
     during the "limitation year."

          (2) If a Participant participates in both a defined contribution plan
     subject to Code Section 412 and a defined contribution plan not subject to
     Code Section 412 maintained by the Employer which have the same Anniversary
     Date, "annual

                                       54



<PAGE>   60



          additions" will be credited to the Participant's accounts under the
          defined contribution plan subject to Code Section 412 prior to
          crediting "annual additions", to the Participant's accounts under the
          defined contribution plan not subject to Code Section 412.

          (3) If a Participant participates in more than one defined
          contribution plan not subject to Code Section 412 maintained by the
          Employer which have the same Anniversary Date, the maximum "annual
          additions" under this Plan shall equal the product of (A) the maximum
          "annual additions" for the "limitation year" minus any "annual
          additions" previously credited under subparagraphs (1) or (2) above,
          multiplied by (B) a fraction (i) the numerator of which is the "annual
          additions" which would be credited to such Participant's accounts
          under this Plan without regard to the limitations of Code Section 415
          and (ii) the denominator of which is such "annual additions" for all
          plans described in this subparagraph.

          (j) If an Employee is (or has been) a Participant in one or more
     defined benefit plans and one or more defined contribution plans maintained
     by the Employer, the sum of the defined benefit plan fraction and the
     defined contribution plan fraction for any "limitation year" may not exceed
     1.0.

          (k) The defined benefit plan fraction for any "limitation year" is 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 December
     31, 1986, in one or more defined benefit plans maintained by the Employer
     which were in existence on May 6, 1986, the denominator of this fraction
     will not be less than 125 percent of the sum of the annual benefits under
     such plans which the Participant had accrued as of the close of the last
     "limitation year" beginning before January 1, 1987, disregarding any
     changes in the terms and conditions of the plan after May 5, 1986. The
     preceding sentence applies only if the

                                       55

<PAGE>   61



     defined benefit plans individually and in the aggregate satisfied the
     requirements of Code Section 415 for all "limitation years" beginning
     before January 1, 1987.

          (1) The defined contribution plan fraction for any "limitation year"
     is a fraction, the numerator of which is the sum of the annual additions to
     the Participant's Account 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
     Code Section 419(e), 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 any "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 December 31, 1986, in one or
     more defined contribution plans maintained by the Employer which were in
     existence on May 6, 1986, the numerator of this fraction will be adjusted
     if the sum of this fraction and the defined benefit fraction would
     otherwise exceed 1.0 under the terms of this Plan.  Under the adjustment,
     an amount equal to the product of (1) the excess of the sum of the
     fractions over 1.0 times (2) the denominator of this fraction, will be
     permanently subtracted from the numerator of this fraction.  The adjustment
     is calculated using the fractions as they would be computed as of the end
     of the last "limitation year" beginning before January 1, 1987, and
     disregarding any changes in the terms and conditions of the Plan made after
     May 5, 1986, but using the Code Section 415 limitation applicable to the
     first "limitation year" beginning on or after January 1, 1987.  The annual
     addition for any "limitation year" beginning before January 1, 1987 shall
     not be recomputed to treat all Employee contributions as annual additions.



                                       56



<PAGE>   62

               (m) Notwithstanding the foregoing, for any "limitation year" in
          which the Plan is a Top Heavy Plan, 100 percent shall be substituted
          for 125 percent in Sections 4.9(k) and 4.9(l) unless the extra minimum
          allocation is being provided pursuant to Section 4.4.  However, for
          any "limitation year" in which the Plan is a Super Top Heavy Plan, 100
          percent shall be substituted for 125 percent in any event.

               (n) Notwithstanding anything contained in this Section to the
     contrary, the limitations, adjustments and other requirements prescribed in
     this Section shall at all times comply with the provisions of Code Section
     415 and the Regulations thereunder, the terms of which are specifically
     incorporated herein by reference.

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

               (a) If, as a result of a reasonable error in estimating a
          Participant's Compensation, a reasonable error in determining the
          amount of elective deferrals (within the meaning of Code Section
          402(g)(3)) that may be made with respect to any Participant under the
          limits of Section 4.9 or other facts and circumstances to which
          Regulation 1.415-6(b)(6) shall be applicable, the "annual additions"
          under this Plan would cause the maximum "annual additions" to be
          exceeded for any Participant, the Administrator shall (1) distribute
          any elective deferrals (within the meaning of Code Section 402(g)(3))
          or return any voluntary Employee contributions credited for the
          "limitation year" to the extent that the return would reduce the
          "excess amount" in the Participant's accounts (2) hold any "excess
          amount" remaining after the return of any elective deferrals or
          voluntary Employee contributions in a "Section 415 suspense account"
          (3) use the "Section 415 suspense account" in the next "limitation
          year" (and succeeding "limitation years" if necessary) to reduce
          Employer contributions for that Participant if that Participant is
          covered by the Plan as of the end of the "limitation year," or if the
          Participant is not so covered, allocate and reallocate the "Section
          415 suspense account" in the next "limitation year" (and succeeding
          "limitation years" if necessary) to all Participants in the Plan
          before any Employer or Employee contributions which would constitute
          "annual additions" are made to the Plan for such "limitation year" (4)
          reduce Employer contributions to the Plan for such "limitation year"
          by the amount of the "Section 415 suspense account" allocated and
          reallocated during Such "limitation year."

               (b) For purposes of this Article, "excess amount" for any
          Participant for a "limitation year"



                                       57



<PAGE>   63

          shall mean the excess, if any, of (1) the "annual additions" which
          would be credited to his account under the terms of the Plan without
          regard to the limitations of Code Section 415 over (2) the maximum
          "annual additions" determined pursuant to Section 4.9.
 
               (c)  For purposes of this Section, "Section 415 suspense account"
          shall mean an unallocated account equal to the sum of "excess amounts"
          for all Participants in the Plan during the "limitation year."  The
          "Section 415 suspense account" shall not share in any earnings or
          losses of the Trust Fund.

4.11 TRANSFERS FROM QUALIFIED PLANS

               (a) With the consent of the Administrator, amounts may be
          transferred from other qualified plans by Participants, provided that
          the trust from which such funds are transferred permits the transfer
          to be made and the transfer will not jeopardize the tax exempt status
          of the Plan or Trust or create adverse tax consequences for the
          Employer.  The amounts transferred shall be set up in a separate
          account herein referred to as a "Participant's Rollover Account" Such
          account shall be fully Vested at all times and shall not he subject to
          Forfeiture for any reason.

               (b) Amounts in a Participant's Rollover Account shall be held by
          the Trustee pursuant to the provisions of this Plan and may not he
          withdrawn by, or distributed to the Participant, in whole or in part,
          except as provided in paragraphs (c) and (d) of this Section.

               (c) Except as permitted by Regulations (including Regulation
          1.411(d)-4), amounts attributable to elective contributions (as
          defined in Regulation 1.401(k)-l(g)(3)), including amounts treated as
          elective contributions, which are transferred from another qualified
          plan in a plan-to-plan transfer shall be subject to the distribution
          limitations provided for in Regulation 1.401(k)-l(d).  In no event may
          the distribution be less than $500.

               (d) At Normal Retirement Date, or such other date when the
          Participant or his Beneficiary shall be entitled to receive benefits,
          the fair market value of the Participant's Rollover Account shall be
          used to provide additional benefits to the Participant or his
          Beneficiary.  Any distributions of amounts held in a Participant's
          Rollover Account shall be made in a manner which is consistent with
          and satisfies the provisions of Section 6.5, including, but not
          limited

                                       58

<PAGE>   64



          to, all notice and consent requirements of Code Sections 417 and
          411(a)(11) and the Regulations thereunder. Furthermore, such amounts
          shall be considered as part of a Participant's benefit in determining
          whether an involuntary cash-out of benefits without Participant
          consent may be made.

               (e) The Administrator may direct that employee transfers made
          after a valuation date be segregated into a separate account for each
          Participant in a federally insured savings account, certificate of
          deposit in a bank or savings and loan association, money market
          certificate, or other short term debt security acceptable to the
          Trustee until such time as the allocations pursuant to this Plan have
          been made, at which time they may remain segregated or be invested as
          part of the general Trust Fund, to be determined by the Administrator.

               (f) All amounts allocated to a Participant's Rollover Account may
          be treated as a Directed Investment Account pursuant to Section 4.13.

               (g) For purposes of this Section, the term "qualified plan" shall
          mean any tax qualified plan under Code Section 401(a).  The term
          "amounts transferred from other qualified plans" shall mean: (i)
          amounts transferred to this Plan directly from another qualified plan;
          (ii) distributions from another qualified plan which are eligible
          rollover distributions and which are either transferred by the
          Employee to this Plan within sixty (60) days following his receipt
          thereof or are transferred pursuant to a direct rollover; (iii)
          amounts transferred to this Plan from a conduit individual retirement
          account provided that the conduit individual retirement account has no
          assets other than assets which (A) were previously distributed to the
          Employee by another qualified plan as a lump-sum distribution (B) were
          eligible for tax-free rollover to a qualified plan and (C) were
          deposited in such conduit individual retirement account within sixty
          (60) days of receipt thereof and other than earnings on said assets;
          and (iv) amounts distributed to the Employee from a conduit individual
          retirement account meeting the requirements of clause (iii) above, and
          transferred by the Employee to this Plan within sixty (60) days of his
          receipt thereof from such conduit individual retirement account.



                                       59



<PAGE>   65



               (h) Prior to accepting any transfers to which this Section
          applies, the Administrator may require the Employee to establish that
          the amounts to be transferred to this Plan meet the requirements of
          this Section and may also require the Employee to provide an opinion
          of counsel satisfactory to the Employer that the amounts to be
          transferred meet the requirements of this Section.

               (i) Notwithstanding anything herein to the contrary, a transfer
          directly to this Plan from another qualified plan (or a transaction
          having the effect of such a transfer) shall only be permitted if it
          will not result in the elimination or reduction of any "Section
          411(d)(6) protected benefit" as described in Section 7.1.

4.12 VOLUNTARY CONTRIBUTIONS

               (a) In order to allow Participants the opportunity to increase
          their retirement income, each Participant may, at the discretion of
          the Administrator, elect to Voluntarily contribute a portion of his
          compensation earned while a Participant under this Plan. Such
          contributions shall be paid to the Trustee within a reasonable period
          of time but in no event later than ninety (90) days after the receipt
          of the contribution. The balance in each Participant's Voluntary
          Contribution Account shall be fully Vested at all times and shall not
          be subject to Forfeiture for any reason.  Effective October 1, 1987,
          Voluntary Contributions will no longer be permitted.

               (b) A Participant may elect to withdraw his voluntary
          contributions from his voluntary Contribution Account and the actual
          earnings thereon in a manner which is consistent with and satisfies
          the provisions of Section 6.5, including, but not limited to, all
          notice and consent requirements of Code Sections 417 and 411(a)(11)
          and the Regulations thereunder. If the Administrator maintains
          sub-accounts with respect to voluntary contributions (and earnings
          thereon) which were made on or before a specified date, a Participant
          shall be permitted to designate which sub-account shall be the source
          for his withdrawal.  In no event may the withdrawal be less then $500.

               (c) At Normal Retirement Date, or such other date when the
          Participant or his Beneficiary shall be entitled to receive benefits,
          the fair market value of the Voluntary Contribution Account shall be
          used to provide additional benefits to the Participant or his
          Beneficiary.



                                       60



<PAGE>   66



               (d) The Administrator may direct that voluntary contributions
          made after a valuation date be segregated into a separate account for
          each Participant in a federally insured savings account, certificate
          of deposit in a bank or savings and loan association, money market
          certificate, or other short term debt security acceptable to the
          Trustee until such time as the allocations pursuant to this Plan have
          been made, at which time they may remain segregated or be invested as
          part of the general Trust Fund, to be determined by the Administrator.

               (e) All amounts allocated to a Voluntary Contribution Account may
          be treated as a Directed Investment Account pursuant to Section 4.13.

4.13 DIRECTED INVESTMENT ACCOUNT

               (a) The Administrator, in his sole discretion, may determine that
          all Participants be Permitted to direct the Trustee as to the
          investment of all or a portion of the interest in any one or more of
          their individual account balances. If such authorization is given,
          Participants may, subject to a procedure established by the
          Administrator and applied in a uniform nondiscriminatory manner,
          direct the Trustee in writing to invest any portion of their account
          in specific assets, specific funds or other investments permitted
          under the Plan and the directed investment procedure. That portion of
          the account of any Participant so directing will thereupon be
          considered a Directed Investment Account, which shall not share in
          Trust Fund earnings.

               (b) A separate Directed Investment Account shall be established
          for each Participant who has directed an investment.  Transfers
          between the Participant's regular account and his Directed Investment
          Account shall be charged and credited as the case may be to each
          account. The Directed Investment Account shall not share in Trust Fund
          earnings, but it shall be charged or credited as appropriate with the
          net earnings, gains, losses and expenses as well as any appreciation
          or depreciation in market value during each Plan Year attributable to
          such account.



                                   ARTICLE V
                                   VALUATIONS

5.1   VALUATION OF THE TRUST FUND

               The Administrator shall direct the Trustee, as of each
          Anniversary Date, and at such other date or dates deemed necessary by
          the Administrator, herein called "valuation date,"



                                       61



<PAGE>   67



to determine the net worth of the assets comprising the Trust Fund as it exists
on the "valuation date."  In determining such net worth, the Trustee shall value
the assets comprising the Trust Fund at their fair market value as of the
"valuation date" and shall deduct all expenses for which the Trustee has not yet
obtained reimbursement from the Employer or the Trust Fund.

5.2  METHOD OF VALUATION

          In determining the fair market value of securities held in the Trust
Fund which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on such
exchange preceding the close of business on the "valuation date." If such
securities were not traded on the "valuation date," or if the exchange on which
they are traded was not open for business on the "valuation date," then the
securities shall be valued at the prices at which they were last traded prior to
the "valuation date." Any unlisted security held in the Trust Fund shall be
valued at its bid price next preceding the close of business on the "valuation
date," which bid price shall be obtained from a registered broker or an
investment banker. In determining the fair market value of assets other than
securities for which trading or bid prices can be obtained, the Trustee may
appraise such assets itself, or in its discretion, employ one or more appraisers
for that purpose and rely on the values established by such appraiser or
appraisers.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1   DETERMINATION OF BENEFITS UPON RETIREMENT

          Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on his Normal Retirement Date or Early Retirement
Date. However, a Participant may postpone the termination of his employment with
the Employer to a later date, in which event the participation of such
Participant in the Plan, including the right to receive allocations pursuant to
Section 4.4, shall continue until his Late Retirement Date.  Upon a
Participant's Retirement Date, or as soon thereafter as is practicable, the
Trustee shall distribute all amounts credited to such Participant's Combined
Account in accordance with Section 6.5.

6.2   DETERMINATION OF BENEFITS UPON DEATH

               (a) Upon the death of a Participant before his Retirement Date or
          other termination of his employment, all amounts credited to such
          Participant's Combined Account shall become fully Vested. The
          Administrator shall direct the Trustee, in accordance with the
          provisions of Sections 6.6 and 6.7, to distribute the



                                       62



<PAGE>   68



     value of the deceased Participant's accounts to the Participant's 
     Beneficiary.

          (b) Upon the death of a Former Participant, the Administrator shall
     direct the Trustee, in accordance with the provisions of Sections 6.6 and
     6.7, to distribute any remaining Vested amounts credited to the accounts of
     a deceased Former Participant to such Former Participant's Beneficiary.

          (c) Any security interest held by the Plan by reason of an outstanding
     loan to the Participant or Former Participant shall be taken into account
     in determining the amount of the Pre-Retirement Survivor Annuity.

          (d) The Administrator may require such proper proof  of death and such
     evidence of the right of any person to receive payment of the value of the
     account of a deceased Participant or Former Participant as the
     Administrator may deem desirable.  The Administrator's determination of
     death and of the right of any person to receive payment shall be
     conclusive.

          (e) Unless otherwise elected in the manner prescribed in Section 6.6,
     the Beneficiary of the death benefit shall be the Participant's spouse, who
     shall receive such benefit in the form of a Pre-Retirement Survivor Annuity
     pursuant to Section 6.6. Except, however, the Participant may designate a
     Beneficiary other than his spouse if:

          (1) the Participant and his spouse have validly waived the
          Pre-Retirement Survivor Annuity in the manner prescribed in Section
          6.6, and the spouse has waived his or her right to be the
          Participant's Beneficiary, or

          (2) the Participant is legally separated or has been abandoned
          (within the meaning of local law) and the Participant has a court
          order to such effect (and there is no "qualified domestic relations
          order" as defined in Code Section 414(p) which provides otherwise),
          or

          (3) the Participant has no spouse, or

          (4) the spouse cannot be located.

     In such event, the designation of a Beneficiary shall be made on a form
     satisfactory to the Administrator.  A Participant may at any time revoke
     his designation of a Beneficiary or change his Beneficiary by filing
     written notice of such revocation or change


                                       63

<PAGE>   69

          with the Administrator.  However, the Participant's spouse must again
          consent in writing to any change in Beneficiary unless the original
          consent acknowledged that the spouse had the right to limit consent
          only to a specific Beneficiary and that the spouse voluntarily elected
          to relinquish such right. In the event no valid designation of
          Beneficiary exists at the time of the Participant's death, the death
          benefit shall be payable to his estate.

6.3  DISABILITY RETIREMENT BENEFITS

          No disability benefits, other than those payable upon termination of
employment, are provided in this Plan.

6.4  DETERMINATION OF BENEFITS UPON TERMINATION

               (a) On or before the Anniversary Date coinciding with or
          subsequent to the termination of a Participant's employment for any
          reason other than death or retirement, the Administrator may direct
          the Trustee to segregate the amount of the Vested portion of such
          Terminated Participant's Combined Account and invest the aggregate
          amount thereof in a separate, federally insured savings account,
          certificate of deposit, common or collective trust fund of a bank or a
          deferred annuity. In the event the Vested portion of a Participant's
          Combined Account is not segregated, the amount shall remain in a
          separate account for the Terminated Participant and share in
          allocations pursuant to Section 4.4 until such time as a
          distribution is made to the Terminated Participant.

               Distribution of the funds due to a Terminated Participant shall
          be made on the occurrence of an event which would result in the
          distribution had the Terminated Participant remained in the employ of
          the Employer (upon the Participant's death, Early or Normal
          Retirement).  However, at the election of the Participant, the
          Administrator shall direct the Trustee to cause the entire Vested
          portion of the Terminated Participant's Combined Account to be payable
          to such Terminated Participant. Any distribution under this paragraph
          shall be made in a manner which is consistent with and satisfies the
          provisions of Section 6.5, including, but not limited to, all notice
          and consent requirements of Code Sections 417 and 411(a) (11) and the
          Regulations thereunder.

               If the value of a Terminated Participant's Vested benefit derived
          from Employer and Employee contributions does not exceed $3,500 and
          has never exceeded $3,500 at the time of any prior distribution, the
          Administrator shall direct the Trustee to cause the



                                       64



<PAGE>   70

entire Vested benefit to be paid to such Participant in a single lump sum.

               For purposes of this Section 6.4, if the value of a Terminated
Participant's Vested benefit is zero, the Terminated Participant shall be deemed
to have received a distribution of such Vested benefit.

          (b) The Vested portion of any Participant's Account shall be a
percentage of the total amount credited to his Participant's Account determined
on the basis of the Participant's number of Years of Service according to the
following schedule:

                                Vesting Schedule
                     Years of Service           Percentage

                         Less than 2               0%
                           2                      20%
                           3                      40%
                           4                      60%
                           5                      80%
                           6                     100%

          (c) Notwithstanding the vesting schedule above, the Vested percentage
of a Participant's Account shall not be less than the Vested percentage attained
as of the later of the effective date or adoption date of this amendment and
restatement.

          (d) Notwithstanding the vesting schedule above, upon the complete
discontinuance of the Employer's contributions to the Plan or upon any full or
partial termination of the Plan, all amounts credited to the account of any
affected Participant shall become 100% Vested and shall not thereafter be
subject to Forfeiture.

          (e) The computation of a Participant's nonforfeitable percentage of
his interest in the Plan shall not be reduced as the result of any direct or
indirect amendment to this Plan. For this purpose, the Plan shall be treated as
having been amended if the Plan provides for an automatic change in vesting due
to a change in top heavy status.  In the event that the Plan is amended to
change or modify any vesting schedule, a Participant with at least three (3)
Years of Service as of the expiration date of the election period may elect to
have his nonforfeitable percentage computed under the Plan without regard to
such amendment. If a Participant fails to make such election, then such
Participant shall be subject to the new vesting schedule. The Participant's
election period



                                       65



<PAGE>   71


               shall commence on the adoption date of the amendment and shall
               and 60 days after the latest of:
        
                    (1) the adoption date of the amendment,

                    (2) the effective date of the amendment, or

                    (3) the date the Participant receives written notice of the
                    amendment from the Employer or Administrator.

                    (f)(1) If any Former Participant shall be reemployed by the
               Employer before a 1-Year Break in Service occurs, he shall 
               continue to participate in the Plan in the same manner as if 
               such termination had not occurred.

                    (2) If any Former Participant shall be reemployed by the
                    Employer before five (5) consecutive 1-Year Breaks in
                    service, and such Former Participant had received, or was
                    deemed to have received, a distribution of his entire Vested
                    interest prior to his reemployment, his forfeited account
                    shall be reinstated only it he repays the full amount
                    distributed to him before the earlier of five (5) years
                    after the first date on which the Participant is
                    subsequently reemployed by the Employer or the close of the
                    first period of five (5) consecutive 1-Year Breaks in
                    Service commencing after the distribution, or in the event
                    of a deemed distribution, upon the reemployment of such
                    Former Participant. In the event the Former Participant does
                    repay the full amount distributed to him, or in the event of
                    a deemed distribution, the undistributed portion of the
                    Participant's Account must be restored in full, unadjusted
                    by any gains or losses occurring subsequent to the
                    Anniversary Date or other valuation date coinciding with or
                    preceding his termination.  The source for such
                    reinstatement shall first be any Forfeitures occurring
                    during the year. If such source is insufficient, then the
                    Employer shall contribute an amount which is sufficient to
                    restore any such forfeited Accounts provided, however, that
                    if a discretionary contribution is made for such year
                    pursuant to Section 4.1(c), such contribution shall first be
                    applied to restore any such Accounts and the remainder shall
                    be allocated in accordance with Section 4.4.

                    (3) If any Former Participant is reemployed after a 1-Year
                    Break in Service has occurred,

                                       66

<PAGE>   72

               Years of Service shall include Years of Service prior to his
               1-Year Break in Service subject to the following rules:

                    (i)    If a Former Participant has a 1-Year Break in
                    Service, his pre-break and post-break service shall be used
                    for computing Years of Service for eligibility and for
                    vesting purposes only after he has been employed for one (1)
                    Year of Service following the date of his reemployment with
                    the Employer;

                    (ii)   Any Former Participant who under the Plan does not
                    have a nonforfeitable right to any interest in the Plan
                    resulting from Employer contributions shall lose credits
                    otherwise allowable under (i) above if his consecutive
                    1-Year Breaks in Service equal or exceed the greater of (A)
                    five (5) or (B) the aggregate number of his pre-break Years
                    of Service;

                    (iii) After five (5) consecutive 1-Year Breaks in Service, a
                    Former Participant's Vested Account balance attributable to
                    pre-break service shall not be increased as a result of
                    post-break service;

                    (iv)  If a Former Participant who has not had his Years of
                    Service before a 1-Year Break in service disregarded
                    pursuant to (ii) above completes one (1) Year of Service for
                    eligibility purposes following his reemployment with the
                    Employer, he shall participate in the Plan retroactively
                    from his date of reemployment;

                    (v)   If a Former Participant who has not had his Years of
                    Service before a 1-Year Break in Service disregarded
                    pursuant to (ii) above completes a Year of Service (a 1-Year
                    Break in Service previously occurred, but employment had not
                    terminated), he shall participate in the Plan retroactively
                    from the first day of the Plan Year during which he
                    completes one (1) Year of Service.

6.5   DISTRIBUTION OF BENEFITS

               (a)(1) Unless otherwise elected as provided below, a Participant
          who is married on the "annuity starting date" and who does not die
          before the "annuity starting date" shall receive the value of all of
          his



                                       67



<PAGE>   73



               benefits in the form of a joint and survivor annuity.  The joint
               and survivor annuity is an annuity that commences immediately and
               shall be equal in value to a single life annuity. Such joint and
               survivor benefits following the Participant's death shall
               continue to the spouse during the spouse's lifetime at a rate
               equal to 50% of the rate at which such benefits were payable to
               the Participant.  This joint and 50% survivor annuity shall be
               considered the designated qualified joint and survivor annuity
               and automatic form of payment for the purposes of this Plan.
               However, the Participant may elect to receive a smaller annuity
               benefit with continuation of payments to the spouse at a rate of
               seventy-five percent (75%) or one hundred percent (100%) of the
               rate payable to a Participant during his lifetime, which
               alternative joint and survivor annuity shall be equal in value to
               the automatic joint and 50% survivor annuity.  An unmarried
               Participant shall receive the value of his benefit in the form of
               a life annuity.  Such unmarried Participant, however, may elect
               in writing to waive the life annuity. The election must comply
               with the provisions of this Section as if it were an election to
               waive the joint and survivor annuity by a married Participant,
               but without the spousal consent requirement. The Participant may
               elect to have any annuity provided for in this Section
               distributed upon the attainment of the "earliest retirement age"
               under the Plan.  The "earliest retirement age" is the earliest
               date an which, under the Plan, the Participant could elect to
               receive retirement benefits.

                    (2) Any election to waive the joint and survivor annuity
                    must be made by the Participant in writing during the
                    election period and be consented to by the Participant's
                    spouse. If the spouse is legally incompetent to give
                    consent, the spouse's legal guardian, even if such guardian
                    is the Participant, may give consent.  Such election shall
                    designate a Beneficiary (or a form of benefits) that may not
                    be changed without spousal consent (unless the consent of
                    the spouse expressly permits designations by the Participant
                    without the requirement of further consent by the spouse).
                    Such spouse's consent shall be irrevocable and must
                    acknowledge the effect of such election and be witnessed by
                    a Plan representative or a notary public. Such consent shall
                    not be required if it is established to the satisfaction of
                    the Administrator that the required consent cannot be
                    obtained because there is no spouse, the spouse cannot be
                    located, or other circumstances that may be prescribed by
                    Regulations.  The election made by the Participant



                                       68



<PAGE>   74

               and consented to by his spouse may be revoked by the Participant
               in writing without the consent of the spouse at any time during
               the election period. The number of revocations shall not be
               limited. Any new election must comply with the requirements of
               this paragraph.  A former spouse's waiver shall not be binding on
               a new spouse.

               (3) The election period to waive the joint and survivor annuity
               shall be the 90 day period ending on the "annuity starting date."

               (4) For purposes of this Section, the "annuity starting date"
               means the first day of the first period for which an amount is
               paid as an annuity, or, in the case of a benefit not payable in
               the form of an annuity, the first day on which all events have
               occurred which entitle the Participant to such benefit.

               (5) With regard to the election, the Administrator shall provide
               to the Participant no less than 30 days and no more than 90 days
               before the "annuity starting date" a written explanation of:

                    (i)    the terms and conditions of the joint and survivor
                    annuity, and

                    (ii)   the Participant's right to make, and the affect of,
                    an election to waive the joint and survivor annuity, and

                    (iii) the right of the Participant's spouse to consent to
                    any election to waive the joint and survivor annuity, and

                    (iv)   the right of the Participant to revoke such election,
                    and the effect of such revocation.

               (b) In the event a married Participant duly elects pursuant to
          paragraph (a)(2) above not to receive his benefit in the form of a
          joint and survivor annuity, or if such Participant is not married, in
          the form of a life annuity, the Administrator, pursuant to the
          election of the Participant, shall direct the Trustee to distribute to
          a Participant or his Beneficiary any amount to which he is entitled
          under the Plan in one or more of the following methods:

               (1) One lump-sum payment in cash;



                                       69



<PAGE>   75


               (2) Payments over a period certain in monthly, quarterly,
               semiannual, or annual cash installments.  In order to provide
               such installment payments, the Administrator may (A) segregate
               the aggregate amount thereof in a separate, federally insured
               savings account, certificate of deposit in a bank or savings and
               loan association, money market certificate or other liquid
               short-term security or (B) purchase a nontransferable annuity
               contract for a term certain (with no life contingencies)
               providing for such payment.  The period over which such payment
               is to be made shall not extend beyond the Participant's life
               expectancy (or the life expectancy of the Participant and his
               designated Beneficiary).

               (3) Purchase of or providing an annuity. However, such annuity
               may not be in any form that will provide for payments over a
               period extending beyond either the life of the Participant (or
               the lives of the Participant and his designated Beneficiary) or
               the life expectancy of the Participant (or the life expectancy of
               the Participant and his designated Beneficiary).

               (c) The present value of a Participant's joint and survivor
          annuity derived from Employer and Employee contributions may not be
          paid without his written consent if the value exceeds, or has ever
          exceeded, $3,500 at the time of any prior distribution. Further, the
          spouse of a Participant must consent in writing to any immediate
          distribution. if the value of the Participant's benefit derived from
          Employer and Employee contributions does not exceed $3,500 and has
          never exceeded $3,500 at the time of any prior distribution, the
          Administrator may immediately distribute such benefit without such
          Participant's consent.  No distribution may be made under the
          preceding sentence after the "annuity starting date" unless the
          Participant and his spouse consent in writing to such distribution.
          Any written consent required under this paragraph must be obtained not
          more than 90 days before commencement of the distribution and shall be
          made in a manner consistent with Section 6.5(a)(2).

               (d) Any distribution to a Participant who has a benefit which
          exceeds, or has ever exceeded, $3,500 at the time of any prior
          distribution shall require such Participant's consent if such
          distribution commences prior to the later of his Normal Retirement Age
          or age 62. With regard to this required consent:



                                       70


<PAGE>   76

               (1) No consent shall be valid unless the Participant has received
               a general description of the material features and an explanation
               of the relative values of the optional forms of benefit available
               under the Plan that would satisfy the notice requirements of Code
               Section 417.

               (2)  The Participant must be informed of his right to defer
               receipt of the distribution.  If a Participant fails to consent,
               it shall be deemed an election to defer the commencement of
               payment of any benefit. However, any election to defer the
               receipt of benefits shall not apply with respect to distributions
               which are required under Section 6.5(e).

               (3)  Notice of the rights specified under this paragraph shall be
               provided no less than 30 days and no more than 90 days before the
               "annuity starting date".

               (4) written consent of the Participant to the distribution must
               not be made before the Participant receives the notice and must
               not be made more than 90 days before the "annuity starting date".

               (5) No consent shall be valid if a significant detriment is
               imposed under the Plan on any Participant who does not consent to
               the distribution.

               (e) Notwithstanding any provision in the Plan to the contrary,
          the distribution of a Participant's benefits made on or after January
          1, 1985, whether under the Plan or through the purchase of an annuity
          contract, shall be made in accordance with the following requirements
          and shall otherwise comply with Code Section 401(a)(9) and the
          Regulations thereunder (including Regulation 1.401(a)(9)-2), the
          provisions of which are incorporated herein by reference:

               (1) A Participant's benefits shall be distributed to him not
               later than April 1st of the calendar year following the later of
               (i) the calendar year in which the Participant attains age 70 1/2
               or (ii) the calendar year in which the Participant retires,
               provided, however, that this clause (ii) shall not apply in the
               case of a Participant who is a "five (5) percent owner" at any
               time during the five (5) Plan Year period ending in the calendar
               year in which he attains age 70 1/2 or, in the case of a
               Participant who becomes a "five (5) percent owner" during any



                                       71

<PAGE>   77

               subsequent Plan Year, clause (ii) shall no longer apply and the
               required beginning date shall be the April 1st of the calendar
               year following the calendar year in which such subsequent Plan
               Year ends.  Alternatively, distributions to a Participant must
               begin no later than the applicable April 1st as determined under
               the preceding sentence and must be made over the life of the
               Participant (or the lives of the Participant and the
               Participant's designated Beneficiary) or the life expectancy of
               the Participant (or the life expectancies of the Participant and
               his designated Beneficiary) in accordance with Regulations.
               Notwithstanding the foregoing, clause (ii) above shall not apply
               to any Participant unless the Participant had attained age 70 1/2
               before January 1, 1988 and was not a "five (5) percent owner" at
               any time during the Plan Year ending with or within the calendar
               year in which the Participant attained age 66 1/2 or any
               subsequent Plan Year.

               (2) Distributions to a Participant and his Beneficiaries shall
               only be made in accordance with the incidental death benefit
               requirements of Code Section 401(a)(9)(G) and the Regulations
               thereunder.

               Additionally, for calendar years beginning before 1989,
               distributions may also be made under an alternative method which
               provides that the then present value of the payments to be made
               over the period of the Participant's life expectancy exceeds
               fifty percent (50%) of the then present value of the total
               payments to be made to the Participant and his Beneficiaries.

               (f) For purposes of this Section, the life expectancy of a
          Participant and a Participant's spouse (other than in the case of a
          life annuity) shall not be redetermined in accordance with Code
          Section 401(a)(9)(D).  Life expectancy and joint and last survivor
          expectancy shall be computed using the return multiples in Tables V
          and VI of Regulation 1.72-9.

               (g) Subject to the spouse's right of consent afforded under the
          Plan, the restrictions imposed by this Section shall not apply if a
          Participant has, prior to January 1, 1984, made a written designation
          to have his retirement benefit paid in an alternative method
          acceptable under Code Section 401(a) as in effect prior to the
          enactment of the Tax Equity and Fiscal Responsibility Act of 1982.



                                       72



<PAGE>   78



               (h) All annuity Contracts under this Plan shall be
          non-transferable when distributed.  Furthermore, the terms of any
          annuity Contract purchased and distributed to a Participant or spouse
          shall comply with all of the requirements of the Plan.

               (i) If a distribution is made at a time when a Participant is not
          fully Vested in his Participant's Account (employment has not
          terminated) and the Participant may increase the Vested percentage in
          such account:

               (1)  a separate account shall be established for the
               Participant's interest in the Plan as of the time of the
               distribution; and

               (2) at any relevant time, the Participant's Vested portion of the
               separate account shall be equal to an amount ("X") determined by
               the formula:

               X equals P(AB plus (R x D)) - (R x D)

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

6.6  DISTRIBUTION OF BENEFITS UPON DEATH

               (a) Unless otherwise elected as provided below, a Vested
          Participant who dies before the annuity starting date and who has a
          surviving spouse shall have his death benefit paid to his surviving
          spouse in the form of a Pre-Retirement Survivor Annuity.  The
          Participant's spouse may direct that payment of the Pre-Retirement
          Survivor Annuity commence within a reasonable period after the
          Participant's death.  If the spouse does not so direct, payment of
          such benefit will commence at the time the Participant would have
          attained the later of his Normal Retirement Age or age 62. However,
          the spouse may elect a later commencement date.  Any distribution to
          the Participant's spouse shall be subject to the rules specified in
          Section 6.6(g).

               (b) Any election to waive the Pre-Retirement Survivor Annuity
          before the Participant's death must be made by the Participant in
          writing during the election period and shall require the spouse's
          irrevocable consent in the same manner provided for in Section 
          6.5(a)(2).  Further, the spouse's consent must



                                       73





<PAGE>   79



          acknowledge the specific nonspouse Beneficiary. Notwithstanding the
          foregoing, the nonspouse Beneficiary need not be acknowledged,
          provided the consent of the spouse acknowledges that the spouse has
          the right to limit consent only to a specific Beneficiary and that the
          spouse voluntarily elects to relinquish such right.

               (c) The election period to waive the Pre-Retirement Survivor
          Annuity shall begin on the first day of the Plan Year in which the
          Participant attains age 35 and end on the date of the Participant's
          death.  An earlier waiver (with spousal consent) may be made provided
          a written explanation of the Pre-Retirement Survivor Annuity is given
          to the Participant and such waiver becomes invalid at the beginning of
          the Plan Year in which the Participant turns age 35.  In the event a
          Vested Participant separates from service prior to the beginning of
          the election period, the election period shall begin on the date of
          such separation from service.

               (d) With regard to the election, the Administrator shall provide
          each Participant within the applicable period, with respect to such
          Participant (and consistent with Regulations), a written explanation
          of the Pre-Retirement Survivor Annuity containing comparable
          information to that required pursuant to Section 6.5(a)(5). For the
          purposes of this paragraph, the term "applicable period" means, with
          respect to a Participant, whichever of the following periods ends
          last:

               (1) 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;

               (2) A reasonable period after the individual becomes a
               Participant;

               (3) A reasonable period ending after the Plan no longer fully
               subsidizes the cost of the Pre-Retirement Survivor Annuity with
               respect to the Participant;

               (4) A reasonable period ending after Code Section 401(a)(11)
               applies to the Participant; or

               (5) A reasonable period after separation from service in the case
               of a Participant who separates before attaining age 35.  For this
               purpose, the Administrator must provide the



                                       74



<PAGE>   80



               explanation beginning one year before the separation from service
               and ending one year after such separation.  If such a Participant
               thereafter returns to employment with the Employer, the
               applicable period for such Participant shall be redetermined.

                    For purposes of applying this Section 6.6(d), a reasonable
          period ending after the enumerated events described in paragraphs (2),
          (3) and (4) 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.

               (e)  If the present value of the Pre-Retirement Survivor Annuity
          derived from Employer and Employee contributions does not exceed
          $3,500 and has never exceeded $3,500 at the time of any prior
          distribution, the Administrator shall direct the immediate
          distribution of such amount to the Participant's spouse.  No
          distribution may be made under the preceding sentence after the
          annuity starting date unless the spouse consents in writing.  If the
          value exceeds, or has ever exceeded, $3,500 at the time of any prior
          distribution, an immediate distribution of the entire amount may be
          made to the surviving spouse, provided such surviving spouse consents
          in writing to such distribution.  Any written consent required under
          this paragraph must be obtained not more than 90 days before
          commencement of the distribution and shall be made in a manner
          consistent with Section 6.5(a)(2).

               (f)(1) In the event the death benefit is not paid in the form of
          a Pre-Retirement Survivor Annuity, it shall be paid to the
          Participant's Beneficiary by either of the following methods, as
          elected by the Participant (or if no election has been made prior to
          the Participant's death, by his Beneficiary), subject to the rules
          specified in Section 6.6(g):

                    (i)    One lump-sum payment in cash;

                    (ii)   Payment in monthly, quarterly, semi-annual, or annual
                    cash installments over a period to be determined by the
                    Participant or his Beneficiary.  After periodic installments
                    commence, the Beneficiary shall have the right to direct the
                    Trustee to reduce the period over which such periodic
                    installments shall be made, and the Trustee shall adjust the
                    cash amount of such periodic installments accordingly.



                                       75

<PAGE>   81

               (2) In the event the death benefit payable pursuant to Section
               6.2 is payable in installments, then, upon the death of the
               Participant, the Administrator may direct the Trustee to
               segregate the death benefit into a separate account, and the
               Trustee shall invest such segregated account separately, and the
               funds accumulated in such account shall be used for the payment
               of the installments.

               (g) Notwithstanding any provision in the Plan to the contrary,
          distributions upon the death of a Participant made on or after January
          1, 1985 shall be made in accordance with the following requirements
          and shall otherwise comply with Code Section 401(a)(9) and the
          Regulations thereunder. If it is determined pursuant to Regulations
          that the distribution of a Participant's interest has begun and the
          Participant dies before his entire interest has been distributed to
          him, the remaining portion of such interest shall be distributed at
          least as rapidly as under the method of distribution selected pursuant
          to Section 6.5 as of his date of death.  If a Participant dies before
          he has begun to receive any distributions of his interest under the
          Plan or before distributions are deemed to have begun pursuant to
          Regulations, then his death benefit shall be distributed to his
          Beneficiaries by December 31st of the calendar year in which the fifth
          anniversary of his date of death occurs.

                    However, the 5-year distribution requirement of the 
          preceding paragraph shall not apply to any portion of the deceased
          Participant's interest which is payable to or for the benefit of a
          designated Beneficiary. In such event, such portion shall be
          distributed over the life of such designated Beneficiary (or over a
          period not extending beyond the life expectancy of such designated
          Beneficiary) provided such distribution begins not later than December
          31st of the calendar year immediately following the calendar year in
          which the Participant died.  However, in the event the Participant's
          spouse (determined as of the date of the Participant's death) is his
          Beneficiary, the requirement that distributions commence within one
          year of a Participant's death shall not apply.  In lieu thereof,
          distributions must commence on or before the later of: (1) December
          31st of the calendar year immediately following the calendar year in
          which the Participant died; or (2) December 31st of the calendar year
          in which the Participant would have attained age 70 1/2.  If the
          surviving spouse dies before distributions to such spouse begin, then
          the 5-year distribution requirement of this Section shall apply as if
          the spouse was the Participant.

                                       76



<PAGE>   82



                    (h) For purposes of this Section, the life expectancy of a
               Participant and a Participant's spouse (other than in the case of
               a life annuity) shall not be redetermined in accordance with Code
               Section 401(a)(9)(D).  Life expectancy and joint and last
               survivor expectancy shall be computed using the return multiples
               in Tables V and VI of Regulation 1.72-9.

                    (i) Subject to the spouse's right of consent afforded under
               the Plan, the restrictions imposed by this Section shall not
               apply if a Participant has, prior to January 1, 1984, made a
               written designation to have his death benefits paid in an
               alternative method acceptable under Code Section 401(a) as in
               effect prior to the enactment of the Tax Equity and Fiscal
               Responsibility Act of 1982.

 6.7  TIME OF SEGREGATION OR DISTRIBUTION

               Except as limited by Sections 6.5 and 6.6, whenever the Trustee
is to make a distribution or to commence a series of payments an or as of an
Anniversary Date, the distribution may be made or begun on such date or as soon
thereafter as is practicable.  However, unless a Former Participant elects in
writing to defer the receipt of benefits (such election may not result in a
death benefit that is more than incidental), the payment of benefits shall begin
not later than the 60th day after the close of the Plan Year in which the latest
of the following events occurs: (a) the date on which the Participant attains
the earlier of age 65 or the Normal Retirement Age specified herein; (b) the
10th anniversary of the year in which the Participant commenced participation in
the Plan; or (c) the date the Participant terminates his service with the
Employer.

6.8   DISTRIBUTION FOR MINOR BENEFICIARY

               In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides.  Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability an account
thereof.

6.9   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

               In the event that all, or any portion, of the distribution
payable to a Participant or his Beneficiary hereunder shall, at the later of
the Participant's attainment of age 62 or his Normal Retirement Age, remain
unpaid solely by



                                       77



<PAGE>   83



reason of the inability of the Administrator, after sending a registered letter,
return receipt requested, to the last known address, and after further diligent
effort, to ascertain the whereabouts of such Participant or his Beneficiary, the
amount so distributable shall be treated as a Forfeiture pursuant to the Plan.
In the event a Participant or Beneficiary is located subsequent to his benefit
being reallocated, such benefit shall be restored.

6.10 ADVANCE DISTRIBUTION FOR HARDSHIP

               (a) The Administrator, at the election of the Participant, shall
          direct the Trustee to distribute to any Participant in any one Plan
          Year up to the lesser of 100% of his Participant's Elective Account
          valued as of the last Anniversary Date or other valuation date or the
          amount necessary to satisfy the immediate and heavy financial need of
          the Participant.  Any distribution made pursuant to this Section shall
          be deemed to be made as of the first day of the Plan Year or, if
          later, the valuation date immediately preceding the date of
          distribution, and the Participant's Elective Account shall be reduced
          accordingly.  Withdrawal under this Section shall be authorized only
          if the distribution is on account of:

               (1) Expenses for medical care described in Code Section 213(d)
               previously incurred by the Participant, his spouse, or any of his
               dependents (as defined in Code Section 152) or necessary for
               these persons to obtain medical care;
                        
               (2) The costs directly rebated to the purchase of a principal
               residence for the Participant (excluding mortgage payments);
 
               (3) Payment of tuition and related educational fees for the next
               twelve (12) months of post-secondary education for the
               Participant, his spouse, children, or dependents; or

               (4) Payments necessary to prevent the eviction of the
               Participant from his principal residence or foreclosure on the
               mortgage of the Participant's principal residence.

               (b) No distribution shall be made pursuant to this Section unless
          the Administrator, based upon the Participant's representation and
          such other facts as are known to the Administrator, determines that
          all of the following conditions are satisfied:

               (1) The distribution is not in excess of the amount of the
               immediate and heavy financial need

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<PAGE>   84

               of the Participant.  The amount of the immediate and heavy
               financial need may include any amounts necessary to pay any
               federal, state, or local income taxes or penalties reasonably
               anticipated to result from the distribution;

               (2)  The Participant has obtained all distributions, other than
               hardship distributions, and all nontaxable (at the time of the
               loan) loans currently available under all plans maintained by the
               Employer;

               (3)  The Plan, and all other plans maintained by the Employer,
               provide that the Participant's elective deferrals and voluntary
               Employee contributions will be suspended for at least twelve (12)
               months after receipt of the hardship distribution or, the
               Participant, pursuant to a legally enforceable agreement, will
               suspend his elective deferrals and voluntary Employee
               contributions to the Plan and all other plans maintained by the
               Employer for at least twelve (12) months after receipt of the
               hardship distribution; and

               (4) The Plan, and all other plans maintained by the Employer,
               provide that the Participant may not make elective deferrals for
               the Participant'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 next taxable year less
               the amount of such Participant's elective deferrals for the
               taxable year of the hardship distribution.

               (c)  Notwithstanding the above, for Plan Years beginning after
          December 31, 1988, distributions from the Participant's Elective
          Account pursuant to this Section shall be limited, as of the date of
          distribution, to the Participant's Elective Account as of the end of
          the last Plan Year ending before July 1, 1989, plus the total
          Participant's Deferred Compensation after such date, reduced by the
          amount of any previous distributions pursuant to this Section.  In no
          event may the withdrawal be less than $500.

               (d) Any distribution made pursuant to this Section shall be made
          in a manner which is consistent with and satisfies the provisions of
          Section 6.5, including, but not limited to, all notice and consent
          requirements of Code Sections 417 and 411(a)(11) and the Regulations
          thereunder.



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<PAGE>   85

6.11 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

          All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan.  For the purposes of this Section, "alternate
payee," "qualified domestic relations order" and "earliest retirement age" shall
have the meaning set forth under Code Section 414(p).

6.12 DIRECT ROLLOVER

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

               (b) For purposes of this Section the following definitions shall
          apply:

               (1) An eligible rollover distribution is any distribution of all
               or any portion of the balance to the credit of the distributee,
               except that an eligible rollover distribution does not include:
               any distribution that is one of a series of substantially equal
               periodic payments (not less frequently than annually) made for
               the life (or life expectancy) of the distributee or the joint
               lives (or joint life expectancies) of the distributee and the
               distributee's designated beneficiary, or for a specified period
               of ten years or more; any distribution to the extent such
               distribution is required under Code Section 401(a)(9); and 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).

               (2) An eligible retirement plan is an individual retirement
               account described in Code Section 408(a), an individual
               retirement annuity described in Code Section 408(b), an annuity
               plan described in Code Section 403(a), or a qualified trust
               described in Code Section 401(a), that

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<PAGE>   86



               accepts the distributee's eligible rollover distribution.
               However, in the case of an eligible rollover distribution to the
               surviving spouse, an eligible retirement plan is an individual
               retirement account or individual retirement annuity.

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

               (4) A direct rollover is a payment by the plan to the eligible
               retirement plan specified by the distributee.

                                  ARTICLE VII
                   AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1   AMENDMENT

               (a) The Employer shall have the right at any time to amend the
          Plan, subject to the limitations of this Section.  Any such amendment
          shall be adopted by formal action of the Employer's board of directors
          and executed by an officer authorized to act on behalf of the
          Employer.  However, any amendment which affects the rights, duties or
          responsibilities of the Trustee and Administrator may only be made
          with the Trustee's and Administrator's written consent.  Any such
          amendment shall become effective as provided therein upon its
          execution.  The Trustee shall not be required to execute any such
          amendment unless the Trust provisions contained herein are a part of
          the Plan and the amendment affects the duties of the Trustee
          hereunder.

               (b) No amendment to the Plan shall be effective if it authorizes
          or permits any part of the Trust Fund (other than such part as is
          required to pay taxes and administration expenses) to be used for or
          diverted to any purpose other than for the exclusive benefit of the
          Participants or their Beneficiaries or estates; or causes any
          reduction in the amount credited to the account of any Participant; or
          causes or permits any portion of the Trust Fund to revert to or become
          property of the Employer.

               (c) Except as permitted by Regulations, no Plan amendment or
          transaction having the effect of a Plan amendment (such as a merger,
          plan transfer or similar

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<PAGE>   87



               transaction) shall be effective to the extent it eliminates or
               reduces any "Section 411(d)(6) protected benefit" or adds or
               modifies conditions relating to "Section 411(d)(6) protected
               benefits" the result of which is a further restriction on such
               benefit unless such protected benefits are preserved with respect
               to benefits accrued as of the later of the adoption date or
               effective date of the amendment.  "Section 411(d)(6) protected
               benefits" are benefits described in Code Section 411(d)(6)(A),
               early retirement benefits and retirement-type subsidies, and
               optional forms of benefit.

7.2   TERMINATION

                    (a) The Employer shall have the right at any time to
               terminate the Plan by delivering to the Trustee and Administrator
               written notice of such termination.  Upon any full or partial
               termination, all amounts credited to the affected Participants'
               Combined Accounts shall become 100% vested as provided in Section
               6.4 and shall not thereafter be subject to forfeiture, and all
               unallocated amounts shall be allocated to the accounts of all
               Participants in accordance with the provisions hereof.

                    (b) Upon the full termination of the Plan, the Employer
               shall direct the distribution of the assets of the Trust Fund to
               Participants in a manner which is consistent with and satisfies
               the provisions of Section 6.5. Distributions to a Participant
               shall be made in cash or through the purchase of irrevocable
               nontransferable deferred commitments from an insurer.  Except as
               permitted by Regulations, the termination of the Plan shall not
               result in the reduction of "Section 411(d)(6) protected benefits"
               in accordance with Section 7.1(c).

7.3   MERGER OR CONSOLIDATION

               This Plan may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event of
a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits" in accordance with Section 7.1(c).



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<PAGE>   88



7.4  LOANS TO PARTICIPANTS

               (a)  The Trustee may, in the Trustee's discretion, make loans to
          Participants and Beneficiaries under the following circumstances: (1)
          loans shall be made available to all Participants and Beneficiaries on
          a reasonably equivalent basis; (2) loans shall not be made available
          to Highly Compensated Employees in an amount greater than the amount
          made available to other Participants and Beneficiaries; (3) loans
          shall bear a reasonable rate of interest; (4) loans shall be
          adequately secured; and (5) shall provide for repayment over a
          reasonable period of time.

               (b)  Loans made pursuant to this Section (when added to the
          outstanding balance of all other loans made by the Plan to the
          Participant) shall be limited to the lesser of:

               (1)  $50,000 reduced by the excess (if any) of the highest
               outstanding balance of loans from the Plan to the Participant
               during the one year period ending on the day before the date on
               which such loan is made, over the outstanding balance of loans
               from the Plan to the Participant on the date on which such loan
               was made, or

               (2)  one-half (1/2) of the present value of the non-forfeitable
               accrued benefit of the Participant under the Plan.

                    For purposes of this limit, all plans of the Employer shall
          be considered one plan.  Additionally, with respect to any loan made
          prior to January 1, 1987, the $50,000 limit specified in (1) above
          shall be unreduced.

               (c)  Loans shall provide for level amortization with payments to
          be made not less frequently than each pay period over a period not to
          exceed five (5) years.  However, loans used to acquire any dwelling
          unit which, within a reasonable time, is to be used (determined at the
          time the loan is made) as a principal residence of the Participant
          shall provide for periodic repayment over a reasonable period of time
          that may exceed five (5) years. Notwithstanding the foregoing, loans
          made prior to January 1, 1987 which are used to acquire, construct,
          reconstruct or substantially rehabilitate any dwelling unit which,
          within a reasonable period of time is to be used (determined at the
          time the loan is made) as a principal residence of the Participant or
          a member of his family (within the meaning of code Section 267 (c)(4))
          may provide for periodic repayment



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<PAGE>   89
     over a reasonable period of time that may exceed five (5) years.
     Additionally, loans made prior to January 1, 1987, may provide for
     periodic payments which are made less frequently than each pay period and
     which do not necessarily result in level amortization.

          (d) Any loan made pursuant to this Section after August 18, 1985 
     where the Vested interest of the Participant is used to secure such loan 
     shall require the written consent of the Participant's spouse in a manner
     consistent with Section 6.5(a). Such written consent must be obtained
     within the 90-day period prior to the date the loan is made. However, no
     spousal consent shall be required under this paragraph if the total
     accrued benefit subject to the security is not in excess of $3,500.

          (e) Any loans granted or renewed on or after the last day of the 
     first Plan Year beginning after December 31, 1988 shall be made
     pursuant to a Participant loan program. Such loan program shall be
     established in writing and must include, but need not be limited to, the
     following:

          (1) the identity of the person or positions authorized to administer
          the Participant loan program;

          (2) a procedure for applying for loans;

          (3) the basis on which loans will be approved or denied;

          (4) limitations, if any, on the types and amounts of loans offered;

          (5) the procedure under the program for determining a reasonable rate
          of interest;
 
          (6) the types of collateral which may secure a Participant loan; and

          (7) the events constituting default and the steps that will be taken
          to preserve Plan assets.

          Such Participant loan program shall be contained in a separate written
document which, when properly executed, is hereby incorporated by reference and
made a part of the Plan. Furthermore, such Participant loan program may be
modified or amended in writing from time to time without the necessity of
amending this Section. 


                                      84
<PAGE>   90
                                  ARTICLE VIII
                                 MISCELLANEOUS

8.1  PARTICIPANT'S RIGHTS

          This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

8.2  ALIENATION

               (a) Subject to the exceptions provided below, no benefit which
          shall be payable out of the Trust Fund to any person (including a
          Participant or his Beneficiary) shall be subject in any manner to
          anticipation, alienation, sale, transfer, assignment, pledge,
          encumbrance, or charge, and any attempt to anticipate, alienate, 
          sell, transfer, assign, pledge, encumber, or charge the same shall 
          be void; and no such benefit shall in any manner be liable for, 
          or subject to, the debts, contracts. liabilities, engagements, or 
          torts of any such person, nor shall it be subject to attachment 
          or legal process for or against such person, and the same
          shall not be recognized by the Trustee, except to such extent as may
          be required by law.

               (b) This provision shall not apply to the extent a Participant or
          Beneficiary is indebted to the Plan, as a result of a loan from the
          Plan. At the time a distribution is to be made to or for a
          Participant's or Beneficiary's benefit, such proportion of the amount
          distributed as shall equal such loan indebtedness shall be paid by the
          Trustee to the Trustee or the Administrator, at the direction of the
          Administrator, to apply against or discharge such loan indebtedness.
          Prior to making a payment, however, the Participant or Beneficiary
          must be given written notice by the Administrator that such loan
          indebtedness is to be so paid in whole or part from his Participant's
          Combined Account.  If the Participant or Beneficiary does not agree
          that the loan indebtedness is a valid claim against his Vested 
          Participant's Combined Account, he shall be entitled to a review of 
          the validity of the claim in accordance with procedures provided in 
          Sections 2.12 and 2.13.

               (c) This provision shall not apply to a "qualified domestic
          relations order" defined in Code 


                                      85
<PAGE>   91

               Section 414(p), and those other domestic relations orders
               permitted to be so treated by the Administrator under the
               provisions of the Retirement Equity Act of 1984. The
               Administrator shall establish a written procedure to determine
               the qualified status of domestic relations orders and to
               administer distributions under such qualified orders.  Further,
               to the extent provided under a "qualified domestic relations 
               order," a former spouse of a Participant shall be treated as the 
               spouse or surviving spouse for all purposes under the Plan.

8.3   CONSTRUCTION OF PLAN

               This Plan shall be construed and enforced according to the Act
and the laws of the State of New York, other than its laws respecting choice of
law, to the extent not preempted by the Act. 

8.4   GENDER AND NUMBER

               Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

8.5   LEGAL ACTION

               In the event any  claim, suit, or proceeding is brought regarding
the Trust and/or Plan established hereunder to which the Trustee or the
Administrator may be a party, and such claim, suit, or proceeding is resolved in
favor of the Trustee or Administrator, they shall be entitled to be reimbursed
from the Trust Fund for any and all costs, attorney's fees, and other expenses
pertaining thereto incurred by them for which they shall have become liable.

8.6   PROHIBITION AGAINST DIVERSION OF FUNDS

                (a) Except as provided below and otherwise specifically
          permitted by law, it shall be impossible by operation of the Plan or
          of the Trust, by termination of either, by power of revocation or
          amendment, by the happening of any contingency, by collateral
          arrangement or by any other means, for any part of the corpus or
          income of any trust fund maintained pursuant to the Plan or any funds
          contributed thereto to be used for, or diverted to, purposes other
          than the exclusive benefit of Participants, Retired Participants, or
          their Beneficiaries.



                                       86



<PAGE>   92



                    (b) In the event the Employer shall make an excessive
               contribution under a mistake of fact pursuant to Act Section
               403(c)(2)(A), the Employer may demand repayment of such excessive
               contribution at any time within one (1) year following the time
               of payment and the Trustees shall return such amount to the
               Employer within the one (1) year period, Earnings of the Plan
               attributable to the excess contributions may not be returned to
               the Employer but any losses attributable thereto must reduce the
               amount so returned.

8.7   BONDING

               Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond, $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year.  The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others.  The surety shall be a corporate surety company
(as such term is used in Act Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor.  Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Employer.

8.8   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

               Neither the Employer nor the Trustee, nor their successors,
shall be responsible for the validity of any Contract issued hereunder or for
the failure on the part of the insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

8.9   INSURER'S PROTECTIVE CLAUSE

               Any insurer who shall issue Contracts hereunder shall not have
any responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan.  The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee.  Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or



                                       87



<PAGE>   93



privilege contrary to the terms of any Contract which it issues hereunder, or
the rules of the insurer.

8.10 RECEIPT AND RELEASE FOR PAYMENTS

               Any payment to any Participant, his legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan, shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment, to
execute a receipt and release thereof in such form as shall be determined by the
Trustee or Employer.

8.11 ACTION BY THE EMPLOYER

               Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

8.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

               The "named Fiduciaries" of this Plan are (1) the Employer, (2)
the Administrator and (3) the Trustee.  The named Fiduciaries shall have only
those specific powers, duties, responsibilities, and obligations as are
specifically given them under the Plan.  In general, the Employer shall have the
sole responsibility for making the contributions provided for under Section 4.1;
and shall have the sole authority to appoint and remove the Trustee and the
Administrator; to formulate the Plan's "funding policy and method"; and to amend
or terminate, in whole or in part, the Plan.  The Administrator shall have the
sole responsibility for the administration of the Plan, which responsibility is
specifically described in the Plan.  The Trustee shall have the sole
responsibility of management of the assets held under the Trust, except those
assets, the management of which has been assigned to an Investment Manager, who
shall be solely responsible for the management of the assets assigned to it, all
as specifically provided in the Plan.  Each named Fiduciary warrants that any
directions given, information furnished, or action taken by it shall be in
accordance with the provisions of the Plan, authorizing or providing for such
direction, information or action.  Furthermore, each named Fiduciary may rely
upon any such direction, information or action of another named Fiduciary as
being proper under the Plan, and is not required under the Plan to inquire into
the propriety of any such direction, information or action.  It is intended
under the Plan that each named Fiduciary shall be responsible for the proper
exercise of its own powers, duties, responsibilities and obligations under the
Plan.  No named Fiduciary shall guarantee the Trust Fund in any manner against
investment loss or



                                       88




<PAGE>   94
depreciation in asset value.  Any person or group may serve in more than one
Fiduciary capacity.  In the furtherance of their responsibilities hereunder, the
"named Fiduciaries" shall be empowered to interpret the Plan and Trust and to
resolve ambiguities, inconsistencies and omissions, which findings shall be
binding, final and conclusive.

8.13 HEADINGS

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

8.14 APPROVAL BY INTERNAL REVENUE SERVICE

                    (a) Notwithstanding anything herein to the contrary,
               contributions to this Plan are conditioned upon the initial
               qualification of the Plan under Code Section 401.  If the Plan
               receives an adverse determination with respect to its initial
               qualification, then the Plan may return such contributions to the
               Employer within one year after such determination, provided the
               application for the determination is made by the time prescribed
               by law for filing the Employer's return for the taxable year in
               which the Plan was adopted, or such later date as the Secretary
               of the Treasury may prescribe.

                    (b) Notwithstanding any provisions to the contrary, except
               Sections 3.6, 3.7, and 4.1(e), any contribution by the Employer
               to the Trust Fund is conditioned upon the deductibility of the
               contribution by the Employer under the Code and, to the extent
               any such deduction is disallowed, the Employer may, within one
               (1) year following the disallowance of the deduction, demand
               repayment of such disallowed contribution and the Trustee shall
               return such contribution within one (1) year following the
               disallowance.  Earnings of the Plan attributable to the excess
               contribution may not be returned to the Employer, but any losses
               attributable thereto must reduce the amount so returned.

8.15 UNIFORMITY

               All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.  In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.



                                       89



<PAGE>   95



          IN WITNESS WHEREOF, this Plan has been executed the day and year
first above written.



Signed, sealed, and delivered
in the presence of:

                                              Getty Petroleum Corp.


[sig]                                         By [sig]
------------------------                      ------------------------
                                              EMPLOYER

[sig]
------------------------
WITNESSES AS TO EMPLOYER                      
                                                                   








                                      90