<PAGE>

                                     NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

                             ADOPTION AGREEMENT FOR
                         BOSTON FINANCIAL DATA SERVICES

              NON-STANDARDIZED 401(K) PROFIT SHARING PLAN AND TRUST

The undersigned Employer adopts Boston Financial Data Services Prototype
Non-Standardized 401(k) Profit Sharing Plan and Trust and elects the following
provisions:

CAUTION: Failure to properly fill out this Adoption Agreement may result in
disqualification of the Plan.

EMPLOYER INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change
in the information in this Employer Information Section.)

1.      EMPLOYER'S NAME, ADDRESS AND TELEPHONE NUMBER

        Name:      Aceto Corporation
                   -------------------------------------------------------------

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

        Address:   One Hollow Lane
                   -------------------------------------------------------------
                                       Street

                   Lake Success                    New York             11042
                   ------------------------  ---------------------  ------------
                             City                    State               Zip

        Telephone: (516) 627-6000
                   -------------------------------------------------------------

2.      EMPLOYER'S TAXPAYER IDENTIFICATION NUMBER 11-1720520

3.      TYPE OF ENTITY

        a. [X] Corporation (including Tax-exempt or Non-profit Corporation)
        b. [ ] Professional Service Corporation
        c. [ ] S Corporation
        d. [ ] Limited Liability Company that is taxed as:
               1. [ ] a partnership or sole proprietorship
               2. [ ] a Corporation
               3. [ ] an S Corporation
        e. [ ] Sole Proprietorship
        f. [ ] Partnership (including Limited Liability)
        g. [ ] Other: __________________________________________________________

        AND, the Employer is a member of (select all that apply):
        h. [X] a controlled group
        i. [ ] an affiliated service group

4.      EMPLOYER FISCAL YEAR means the 12 consecutive month period:

        Beginning on       July 1st                  (e.g., January 1st)
                    --------------------------------
                           month         day

        and ending on      June 30th
                    --------------------------------
                           month         day

PLAN INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change
in the information in Questions 9. through 11.)

5.      PLAN NAME:

        Aceto Corporation 401(k) Retirement Plan
        ------------------------------------------------------------------------

                                       1
<PAGE>

6.      EFFECTIVE DATE
        a. [ ] This is a new Plan effective as of (hereinafter called the
               "Effective Date").
        b. [ ] This is an amendment and restatement of a previously established
               qualified plan of the Employer which was originally effective
               (hereinafter called the "Effective Date"). The effective date of
               this amendment and restatement is .
        c. [X] FOR GUST RESTATEMENTS: This is an amendment and restatement of a
               previously established qualified plan of the Employer to bring
               the Plan into compliance with GUST (GATT, USERRA, SBJPA and TRA
               '97). The original Plan effective date was August 1, 1997
               (hereinafter called the "Effective Date"). Except as specifically
               provided in the Plan, the effective date of this amendment and
               restatement is July 1, 2002 . (May enter a restatement date that
               is the first day of the current Plan Year. The Plan contains
               appropriate retroactive effective dates with respect to
               provisions for the appropriate laws.)

7.      PLAN YEAR means the 12 consecutive month period:

        Beginning on       July 1st                  (e.g., January 1st)
                    --------------------------------
                           month         day

        and ending on      June 30th
                    --------------------------------
                           month         day

        EXCEPT that there will be a Short Plan Year:
        a. [X] N/A
        b. [ ] beginning on                            (e.g., July 1, 2000)
                            --------------------------
                                month   day, year
               and ending on
                             --------------------------
                                month   day, year

8.      VALUATION DATE means:
        a. [X] Every day that the Trustee, any transfer agent appointed by the
               Trustee or the Employer, and any stock exchange used by such
               agent are open for business (daily valuation).
        b. [ ] The last day of each Plan Year.
        c. [ ] The last day of each Plan Year half (semi-annual).
        d. [ ] The last day of each Plan Year quarter.
        e. [ ] Other (specify day or dates): _____________________ (must be at
               least once each Plan Year).

 9.     PLAN NUMBER assigned by the Employer
        a. [ ] 001
        b. [ ] 002
        c. [X] 003
        d. [ ] Other:

10.     TRUSTEE(S):
        a. [ ] Individual Trustee(s) who serve as discretionary Trustee(s) over
               assets not subject to control by a corporate Trustee.

               Name(s)                            Title(s)

               ___________________________        _____________________________
               ___________________________        _____________________________
               ___________________________        _____________________________

               Address and Telephone number
               1. [ ] Use Employer address and telephone number.
               2. [ ] Use address and telephone number below:

               Address:
                          ------------------------------------------------------
                                              Street

                          --------------------  ---------------------  ---------
                                 City                  State              Zip

               Telephone:
                          ------------------------------------------------------

                                       2
<PAGE>

        b. [X] Corporate Trustee

               Name:      State Street Bank and Trust Company
                          ------------------------------------------------------

               Address:   P.O. Box 8374
                          ------------------------------------------------------
                                                  Street

                          Boston                   Massachusetts     02266-8374
                          ----------------------  ----------------  ------------
                                   City                State             Zip

               Telephone:
                          ------------------------------------------------------

               AND, the corporate Trustee shall serve as:
               1. [X] a directed (nondiscretionary) Trustee over all Plan assets
                      except for the following:

                      __________________________________________________________

               2. [ ] a discretionary Trustee over all Plan assets except for
                      the following:

                      __________________________________________________________

        AND, shall a separate trust agreement be used with this Plan?
        c. [ ] Yes
        d. [X] No

        NOTE: If Yes is selected, an executed copy of the trust agreement
              between the Trustee and the Employer must be attached to this
              Plan. The Plan and trust agreement will be read and construed
              together. The responsibilities, rights and powers of the Trustee
              shall be those specified in the trust agreement.

11.     PLAN ADMINISTRATOR'S NAME, ADDRESS AND TELEPHONE NUMBER:
        (If none is named, the Employer will become the Administrator.)
        a. [X] Employer (Use Employer address and telephone number).
        b. [ ] Use name, address and telephone number below:

               Name:
                          ------------------------------------------------------

               Address:
                          ------------------------------------------------------
                                              Street

                          --------------------  ---------------------  ---------
                                 City                  State              Zip

               Telephone:
                          ------------------------------------------------------

12.     CONSTRUCTION OF PLAN
        This Plan shall be governed by the laws of the state or commonwealth
        where the Employer's (or, in the case of a corporate Trustee, such
        Trustee's) principal place of business is located unless another state
        or commonwealth is specified:

        ________________________________________

ELIGIBILITY REQUIREMENTS

13.     ELIGIBLE EMPLOYEES (Plan Section 1.18)
        FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN d. or e. BELOW FOR
        EMPLOYER CONTRIBUTIONS) means all Employees (including Leased Employees)
        EXCEPT:
        NOTE: If different exclusions apply to Elective Deferrals than to other
              Employer contributions, complete this part a.-b. for the Elective
              Deferral component of the Plan.
        a. [ ] N/A. No exclusions.
        b. [X] The following are excluded, except that if b.3. is selected, such
               Employees will be included (select all that apply):
               1. [X] Union Employees (as defined in Plan Section 1.18).
               2. [ ] Non-resident aliens (as defined in Plan Section 1.18).
               3. [ ] Employees who became Employees as the result of a "Code
                      Section 410(b)(6)(C) transaction" (as defined in Plan
                      Section 1.18).
               4. [ ] Salaried Employees
               5. [ ] Highly Compensated Employees
               6. [ ] Leased Employees
               7. [ ] Other: ______________

                                        3
<PAGE>


        HOWEVER, different exclusions will apply (select c. OR d. and/or e.):
        c. [X]  N/A. The options elected in a.-b. above apply for all purposes
                of the Plan.
        d. [ ]  For purposes of all Employer contributions (other than Elective
                Deferrals and matching contributions)...
        e. [ ]  For purposes of Employer matching contributions...

        IF d. OR e. IS SELECTED, the following exclusions apply for such
        purposes (select f. or g.):
        f. [ ]  N/A. No exclusions.
        g. [ ]  The following are excluded, except that if g.3. is selected,
                such Employees will be included (select all that apply):
                1. [ ] Union Employees (as defined in Plan Section 1.18).
                2. [ ] Non-resident aliens (as defined in Plan Section 1.18).
                3. [ ] Employees who became Employees as the result of a "Code
                       Section 410(b)(6)(C) transaction" (as defined in Plan
                       Section 1.18).
                4. [ ] Salaried Employees
                5. [ ] Highly Compensated Employees
                6. [ ] Leased Employees
                7. [ ] Other:

14.     THE FOLLOWING AFFILIATED EMPLOYER (Plan Section 1.6) will adopt this
        Plan as a Participating Employer (if there is more than one, or if
        Affiliated Employers adopt this Plan after the date the Adoption
        Agreement is executed, attach a list to this Adoption Agreement of such
        Affiliated Employers including their names, addresses, taxpayer
        identification numbers and types of entities):
        NOTE: Employees of an Affiliated Employer that does not adopt this
              Adoption Agreement as a Participating Employer shall not be
              Eligible Employees. This Plan could violate the Code Section
              410(b) coverage rules if all Affiliated Employers do not adopt
              the Plan.
        a. [ ]  N/A
        b. [X]  Name of First Affiliated Employer: Aceto Agricultural Chemicals
                                                   Corp.
                                                  ------------------------------

                Address:  One Hollow Lane
                          ------------------------------------------------------
                                              Street
                          Lake Success           New York               11042
                          --------------------  ---------------------  ---------
                                 City                  State              Zip

                Telephone: (516) 627-6000
                          ------------------------------------------------------

                Taxpayer Identification Number:  11-2393948
                                                 --------------------------

        AND, the Affiliated Employer is:
        c. [X] Corporation (including Tax-exempt, Non-profit or Professional
               Service Corporation)
        d. [ ] S Corporation
        e. [ ] Limited Liability Company that is taxed as:
               1. [ ] a partnership or sole proprietorship
               2. [ ] a Corporation
               3. [ ] an S Corporation
        f. [ ] Sole Proprietorship
        g. [ ] Partnership (including Limited Liability)
        h. [ ] Other: ____________________________________________






                                       4
<PAGE>

15.     CONDITIONS OF ELIGIBILITY (Plan Section 3.1)
        Any Eligible Employee will be eligible to participate in the Plan upon
        satisfaction of the following:
        NOTE: If the Year(s) of Service selected is or includes a fractional
              year, an Employee will not be required to complete any specified
              number of Hours of Service to receive credit for such fractional
              year. If expressed in months of service, an Employee will not be
              required to complete any specified number of Hours of Service in a
              particular month, unless elected in b.4. or i.4. below.

        ELIGIBILITY FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN e.-k.
        BELOW FOR EMPLOYER CONTRIBUTIONS) (select a. or all that apply of b.,
        c., and d.):
        NOTE: If different conditions apply to Elective Deferrals than to other
              Employer contributions, complete this part a.-d. for the Elective
              Deferral component of the Plan.
        a. [X] No age or service required. (Go to e.-g. below)
        b. [ ] Completion of the following service requirement which is based on
               Years of Service (or Periods of Service if the Elapsed Time
               Method is elected):
               1. [ ] No service requirement
               2. [ ] 1/2 Year of Service or Period of Service
               3. [ ] 1 Year of Service or Period of Service
               4. [ ] ______ (not to exceed 1,000) Hours of Service within _____
                      (not to exceed 12) months from the Eligible Employee's
                      employment commencement date. If an Employee does not
                      complete the stated Hours of Service during the specified
                      time period, the Employee is subject to the Year of
                      Service requirement in b.3. above.
               5. [ ] Other: _____________________________________________ (may
                      not exceed one (1) Year of Service or Period of Service)
        c. [ ] Attainment of age:
               1. [ ] No age requirement
               2. [ ] 20 1/2
               3. [ ] 21
               4. [ ] Other: (may not exceed 21)
        d. [ ] The service and/or age requirements specified above shall be
               waived with respect to any Eligible Employee who was employed on
               and such Eligible Employee shall enter the Plan as of such date.
               The requirements to be waived are (select one or both):
               1. [ ] service requirement (will let part-time Eligible Employees
                      in Plan)
               2. [ ] age requirement

        HOWEVER, DIFFERENT ELIGIBILITY CONDITIONS WILL APPLY (select e. OR f.
        and/or g.):
        e. [X] N/A. The options elected in a.-d. above apply for all purposes
               of the Plan.
        f. [ ] For purposes of all Employer contributions (other than Elective
               Deferrals and matching contributions)...
        g. [ ] For purposes of Employer matching contributions...

        If f. OR g. IS SELECTED, the following eligibility conditions apply for
        such purposes:
        h. [ ] No age or service requirements
        i. [ ] Completion of the following service requirement which is based on
               Years of Service (or Periods of Service if the Elapsed Time
               Method is elected):
               1. [ ] No service requirement
               2. [ ] 1/2 Year of Service or Period of Service
               3. [ ] 1 Year of Service or Period of Service
               4. [ ] ______ (not to exceed 1,000) Hours of Service within _____
                      (not to exceed 12) months from the Eligible Employee's
                      employment commencement date. If an Employee does not
                      complete the stated Hours of Service during the specified
                      time period, the Employee is subject to the Year of
                      Service requirement in i.3. above.
               5. [ ] 1 1/2 Years of Service or Periods of Service
               6. [ ] 2 Years of Service or Periods of Service
               7. [ ] Other: ___________________________________ (may not exceed
                      two (2) Years of Service or Periods of Service)
               NOTE: If more than one (1) Year of Service is elected 100%
                     immediate vesting is required.
        j. [ ] Attainment of age:
               1. [ ] No age requirement
               2. [ ] 20 1/2
               3. [ ] 21
               4. [ ] Other: ______ (may not exceed 21)

                                       5
<PAGE>

        k. [ ] The service and/or age requirements specified above shall be
               waived with respect to any Eligible Employee who was employed on
               ______ and such Eligible Employee shall enter the Plan as of such
               date. The requirements to be waived are (select one or both):
               1. [ ] service requirement (will let part-time Eligible Employees
                      in Plan)
               2. [ ] age requirement

16.     EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2)
        An Eligible Employee who has satisfied the eligibility requirements will
        become a Participant for all purposes of the Plan (except as elected in
        g.-p. below for Employer contributions):
        NOTE: If different entry dates apply to Elective Deferrals than to other
              Employer contributions, complete this part a.-f. for the Elective
              Deferral component of the Plan.
        a. [ ] the day on which such requirements are satisfied.
        b. [ ] the first day of the month coinciding with or next following the
               date on which such requirements are satisfied.
        c. [ ] the first day of the Plan Year quarter coinciding with or next
               following the date on which such requirements are satisfied.
        d. [X] the earlier of the first day of the seventh month or the first
               day of the Plan Year coinciding with or next following the date
               on which such requirements are satisfied.
        e. [ ] the first day of the Plan Year next following the date on which
               such requirements are satisfied. (Eligibility must be 1/2 Year of
               Service (or Period of Service) or less and age must be 20 1/2 or
               less.)
        f. [ ] other: ________________________________________________________,
               provided that an Eligible Employee who has satisfied the maximum
               age (21) and service requirements (one (1) Year or Period of
               Service) and who is otherwise entitled to participate, shall
               commence participation no later than the earlier of (a) 6 months
               after such requirements are satisfied, or (b) the first day of
               the first Plan Year after such requirements are satisfied, unless
               the Employee separates from service before such participation
               date.

        HOWEVER, different entry dates will apply (select g. OR h. and/or i.):
        g. [X] N/A. The options elected in a.-f. above apply for all purposes of
               the Plan.
        h. [ ] For purposes of all Employer contributions (other than Elective
               Deferrals and matching contributions)...
        i. [ ] For purposes of Employer matching contributions...

        IF h. OR i. IS SELECTED, the following entry dates apply for such
        purposes (select one):
        j. [ ] the first day of the month coinciding with or next following the
               date on which such requirements are satisfied.
        k. [ ] the first day of the Plan Year quarter coinciding with or next
               following the date on which such requirements are satisfied.
        l. [ ] the first day of the Plan Year in which such requirements are
               satisfied.
        m. [ ] the first day of the Plan Year in which such requirements are
               satisfied, if such requirements are satisfied in the first 6
               months of the Plan Year, or as of the first day of the next
               succeeding Plan Year if such requirements are satisfied in the
               last 6 months of the Plan Year.
        n. [ ] the earlier of the first day of the seventh month or the first
               day of the Plan Year coinciding with or next following the date
               on which such requirements are satisfied.
        o. [ ] the first day of the Plan Year next following the date on which
               such requirements are satisfied. (Eligibility must be 1/2 (or
               1 1/2 if 100% immediate Vesting is selected) Year of Service (or
               Period of Service) or less and age must be 20 1/2 or less.)
        p. [ ] other: _________________________________________________________,
               provided that an Eligible Employee who has satisfied the maximum
               age (21) and service requirements (one (1) Year or Period of
               Service (or more than one (1) year if full and immediate
               vesting)) and who is otherwise entitled to participate, shall
               commence participation no later than the earlier of (a) 6 months
               after such requirements are satisfied, or (b) the first day of
               the first Plan Year after such requirements are satisfied, unless
               the Employee separates from service before such participation
               date.

SERVICE

17.     RECOGNITION OF SERVICE WITH PREDECESSOR EMPLOYER (Plan Sections 1.57 and
        1.85)
        a. [X] No service with a predecessor Employer shall be recognized.
        b. [ ] Service with ______ will be recognized except as follows (select
               1. or  all that apply of 2. through 4.):
               1. [ ] N/A, no limitations.
               2. [ ] service will only be recognized for vesting purposes.
               3. [ ] service will only be recognized for eligibility purposes.
               4. [ ] service prior to _________ will not be recognized.

                                       6
<PAGE>

               NOTE: If the predecessor Employer maintained this qualified Plan,
                     then Years of Service (and/or Periods of Service) with such
                     predecessor Employer shall be recognized pursuant to Plan
                     Sections 1.57 and 1.85 and b.1. will apply.

18.     SERVICE CREDITING METHOD (Plan Sections 1.57 and 1.85)
        NOTE: If no elections are made in this Section, then the Hours of
              Service Method will be used and the provisions set forth in the
              definition of Year of Service in Plan Section 1.85 will apply.
        ELAPSED TIME METHOD shall be used for the following purposes (select
        all that apply):
        a. [X] N/A. Plan only uses the Hours of Service Method.
        b. [ ] all purposes. (If selected, skip to Question 19.)
        c. [ ] eligibility to participate.
        d. [ ] vesting.
        e. [ ] sharing in allocations or contributions.

        HOURS OF SERVICE METHOD shall be used for the following purposes (select
        all that apply):
        f. [ ] N/A. Plan only uses the Elapsed Time Method.
        g. [ ] eligibility to participate in the Plan. The eligibility
               computation period after the initial eligibility computation
               period shall...
               1. [ ] shift to the Plan Year after the initial computation
                      period.
               2. [ ] be based on the date an Employee first performs an Hour of
                      Service (initial computation period) and subsequent
                      computation periods shall be based on each anniversary
                      date thereof.
        h. [X] vesting. The vesting computation period shall be...
               1. [X] the Plan Year.
               2. [ ] the date an Employee first performs an Hour of Service and
                      each anniversary thereof. i. [X] sharing in allocations or
                      contributions (the computation period shall be the Plan
                      Year).

        AND, IF THE HOURS OF SERVICE METHOD IS BEING USED, the Hours of Service
        will be determined on the basis of the method selected below. Only one
        method may be selected. The method selected below will be applied to
        (select j. or k.):
        j. [X] all Employees.
        k. [ ] salaried Employees only (for hourly Employees, actual Hours of
               Service will be used).

        ON THE BASIS OF:
        l. [X] actual hours for which an Employee is paid or entitled to
               payment.
        m. [ ] days worked. An Employee will be credited with ten (10) Hours of
               Service if under the Plan such Employee would be credited with at
               least one (1) Hour of Service during the day.
        n. [ ] weeks worked. An Employee will be credited with forty-five (45)
               Hours of Service if under the Plan such Employee would be
               credited with at least one (1) Hour of Service during the week.
        o. [ ] semi-monthly payroll periods worked. An Employee will be credited
               with ninety-five (95) Hours of Service if under the Plan such
               Employee would be credited with at least one (1) Hour of Service
               during the semi-monthly payroll period.
        p. [ ] months worked. An Employee will be credited with one hundred
               ninety (190) Hours of Service if under the Plan such Employee
               would be credited with at least one (1) Hour of Service during
               the month.

        AND, a Year of Service means the applicable computation period during
        which an Employee has completed at least:
        q. [X] 1,000 (may not be more than 1,000) Hours of Service (if left
               blank, the Plan will use 1,000 Hours of Service).


                                       7
<PAGE>

VESTING

19.     VESTING OF PARTICIPANT'S INTEREST (Plan Section 6.4(b))
        Vesting for Employer Contributions (except as otherwise elected in
        j. - q. below for matching contributions). The vesting schedule, based
        on a Participant's Years of Service (or Periods of Service if the
        Elapsed Time Method is elected), shall be as follows:
        a. [ ] 100% upon entering Plan. (Required if eligibility requirement is
               greater than one (1) Year of Service or Period of Service.)

        b. [ ] 3 Year Cliff:

                  0-2 years           0%
                    3 years         100%

        c. [ ] 5 Year Cliff:

                  0-4 years           0%
                    5 years         100%

        d. [ ] 6 Year Graded:

                  0-1 year            0%
                    2 years          20%
                    3 years          40%
                    4 years          60%
                    5 years          80%
                    6 years         100%

        e. [ ] 4 Year Graded:

                    1 year           25%
                    2 years          50%
                    3 years          75%
                    4 years         100%

        f. [X] 5 Year Graded:

                    1 year           20%
                    2 years          40%
                    3 years          60%
                    4 years          80%
                    5 years         100%

        g. [ ] 7 Year Graded:

                  0-2 years           0%
                    3 years          20%
                    4 years          40%
                    5 years          60%
                    6 years          80%
                    7 years         100%

        h. [ ] Other - Must be at least as liberal as either c. or g. above.


                         Service              Percentage

                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____


                                       8
<PAGE>

        VESTING FOR EMPLOYER MATCHING CONTRIBUTIONS
        The vesting schedule for Employer matching contributions, based on a
        Participant's Years of Service (or Periods of Service if the Elapsed
        Time Method is elected) shall be as follows:
        i. [X] N/A. There are no matching contributions subject to a vesting
               schedule OR the schedule in a.-h. above shall also apply to
               matching contributions.
        j. [ ] 100% upon entering Plan. (Required if eligibility requirement is
               greater than one (1) Year of Service or Period of Service.)
        k. [ ] 3 Year Cliff
        l. [ ] 5 Year Cliff
        m. [ ] 6 Year Graded
        n. [ ] 4 Year Graded
        o. [ ] 5 Year Graded
        p. [ ] 7 Year Graded
        q. [ ] Other - Must be at least as liberal as either l. or p. above.

                         Service              Percentage

                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____

20.     FOR AMENDED PLANS (Plan Section 6.4(f))
        If the vesting schedule has been amended to a less favorable schedule,
        enter the pre-amended schedule below:
        a. [X] Vesting schedule has not been amended, amended schedule is more
               favorable in all years or prior schedule was immediate 100%
               vesting.
        b. [ ] Pre-amended schedule: Service Percentage

                         Service              Percentage

                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____



                                       9
<PAGE>

21.     TOP HEAVY VESTING (Plan Section 6.4(c))
        If this Plan becomes a Top Heavy Plan, the following vesting schedule,
        based on number of Years of Service (or Periods of Service if the
        Elapsed Time Method is elected), shall apply and shall be treated as a
        Plan amendment pursuant to this Plan. Once effective, this schedule
        shall also apply to any contributions made before the Plan became a Top
        Heavy Plan and shall continue to apply if the Plan ceases to be a Top
        Heavy Plan unless an amendment is made to change the vesting schedule.
        a. [X] N/A (the regular vesting schedule already satisfies one of the
               minimum  top heavy schedules).
        b. [ ] 6 Year Graded:
                         0-1 year          0%
                           2 years        20%
                           3 years        40%
                           4 years        60%
                           5 years        80%
                           6 years       100%
        c. [ ] 3 Year Cliff:
                         0-2 years         0%
                           3 years       100%
        d. [ ] Other - Must be at least as liberal as either b. or c. above.

                         Service              Percentage

                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____
                          _____                  _____



        NOTE: This Section does not apply to the account balances of any
              Participant who does not have an Hour of Service after the Plan
              has initially become top heavy. Such Participant's Account balance
              attributable to Employer contributions and Forfeitures will be
              determined without regard to this Section.

22.     EXCLUDED VESTING SERVICE
        a. [X] No exclusions.
        b. [ ] Service prior to the Effective Date of the Plan or a predecessor
               plan.
        c. [ ] Service prior to the time an Employee has attained age 18.

23.     VESTING FOR DEATH AND TOTAL AND PERMANENT DISABILITY
        Regardless of the vesting schedule, Participants shall become fully
        Vested upon (select a. or all that apply of b. and c.)
        a. [ ] N/A. Apply vesting schedule, or all contributions to the Plan are
               fully Vested.
        b. [X] Death.
        c. [X] Total and Permanent Disability.

24.     NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.45) means the:
        a. [X] date of a Participant's 65th birthday (not to exceed 65th).
        b. [ ] later of a Participant's birthday (not to exceed 65th) or the
               (not to exceed 5th) anniversary of the first day of the Plan Year
               in which participation in the Plan commenced.

25.     NORMAL RETIREMENT DATE (Plan Section 1.46) means the:
        a. [X] Participant's "NRA". OR (select one)
        b. [ ] first day of the month coinciding with or next following the
               Participant's "NRA".
        c. [ ] first day of the month nearest the Participant's "NRA".
        d. [ ] Anniversary Date coinciding with or next following the
               Participant's "NRA".
        e. [ ] Anniversary Date nearest the Participant's "NRA".

26.     EARLY RETIREMENT DATE (Plan Section 1.15) means the:
        a. [ ] No Early Retirement provision provided.
        b. [X] date on which a Participant...
        c. [ ] first day of the month coinciding with or next following the date
               on which a Participant...
        d. [ ] Anniversary Date coinciding with or next following the date on
               which a Participant...

                                       10
<PAGE>

        AND, if b., c., or d. is selected...
        e. [X] attains age 55.
        f. [ ] attains age ____ and completes at least _______ Years of Service
           (or Periods of Service) for vesting purposes.

        AND, if b., c. or d. is selected, shall a Participant become fully
        Vested upon attainment of the Early Retirement Date?
        g. [ ] Yes
        h. [X] No

COMPENSATION

27.     COMPENSATION (Plan Section 1.11) with respect to any Participant means:
        a. [X] Wages, tips and other compensation on Form W-2.
        b. [ ] Section 3401(a) wages (wages for withholding purposes).
        c. [ ] 415 safe-harbor compensation.

        COMPENSATION shall be based on the following determination period:
        d. [X] the Plan Year.
        e. [ ] the Fiscal Year coinciding with or ending within the Plan Year.
        f. [ ] the calendar year coinciding with or ending within the Plan Year.
        NOTE: The Limitation Year for Code Section 415 purposes shall be the
              same as the determination period for Compensation unless an
              alternative period is specified: _____________ (must be a
              consecutive twelve month period).

        ADJUSTMENTS TO COMPENSATION
        g. [ ] N/A. No adjustments.
        h. [X] Compensation shall be adjusted by: (select all that apply)
               1. [X] including compensation which is not currently includible
                      in the Participant's gross income by reason of the
                      application of Code Sections 125 (cafeteria plan),
                      132(f)(4) (qualified transportation fringe), 402(e)(3)
                      (401(k) plan), 402(h)(1)(B) (simplified employee pension
                      plan), 414(h) (employer pickup contributions under a
                      governmental plan), 403(b) (tax sheltered annuity) or
                      457(b) (eligible deferred compensation plan).
               2. [X] excluding reimbursements or other expense allowances,
                      fringe benefits (cash or non-cash), moving expenses,
                      deferred compensation (other than deferrals specified in
                      1. above) and welfare benefits.
               3. [ ] excluding Compensation paid during the determination
                      period while not a Participant in the component of the
                      Plan for which the definition is being used.
               4. [ ] excluding overtime.
               5. [ ] excluding bonuses.
               6. [ ] excluding commissions.
               7. [X] other: EXCLUDING COMPENSATION RECOGNIZED FROM EXERCISE OF
               STOCK OPTIONS, GROUP TERM LIFE, AUTOMOBILE ALLOWANCE, PERSONAL
               USE OF COMPANY AUTOMOBILE.
               NOTE: Options 4., 5., 6. or 7. may not be selected if an
                     integrated allocation formula is selected (i.e., if 33.f.
                     is selected). In addition, if 4., 5., 6., or 7. is
                     selected, the definition of Compensation could violate the
                     nondiscrimination rules.

        HOWEVER, FOR SALARY DEFERRAL AND MATCHING PURPOSES Compensation shall be
        adjusted by (for such purposes, the Plan automatically includes Elective
        Deferrals and other amounts in h.1. above):
        i. [X] N/A. No adjustments or same adjustments as in above.
        j. [ ] Compensation shall be adjusted by: (select all that apply)
               1. [ ] excluding reimbursements or other expense allowances,
                      fringe benefits (cash or non-cash), moving expenses,
                      deferred compensation (other than deferrals specified in
                      h.1. above) and welfare benefits.
               2. [ ] excluding Compensation paid during the determination
                      period while not a Participant in the component of the
                      Plan for which the definition is being used.
               3. [ ] excluding overtime
               4. [ ] excluding bonuses
               5. [ ] excluding commissions
               6. [ ] other:


                                       11
<PAGE>

CONTRIBUTIONS AND ALLOCATIONS

28.     SALARY REDUCTION ARRANGEMENT - ELECTIVE DEFERRALS (Plan Section 12.2)
        Each Participant may elect to have Compensation deferred by:
        a. [ ] %.
        b. [ ] up to %.
        c. [ ] from % to %.
        d. [X] up to the maximum percentage allowable not to exceed the limits
               of Code Sections 401(k), 402(g), 404 and 415.

        AND, Participants who are Highly Compensated Employees determined as of
        the beginning of a Plan Year may only elect to defer Compensation by:
        e. [X] Same limits as specified above.
        f. [ ] The percentage equal to the deferral limit in effect under Code
               Section 402(g)(3) for the calendar year that begins with or
               within the Plan Year divided by the annual compensation limit in
               effect for the Plan Year under Code Section 401(a)(17).

        MAY PARTICIPANTS make a special salary deferral election with respect
        to bonuses?
        g. [X] No.
        h. [ ] Yes, a Participant may elect to defer up to _____% of any bonus.

        PARTICIPANTS MAY commence salary deferrals on the effective date of
        participation and on each pay period (must be at least once each
        calendar year).

               Participants may modify salary deferral elections:
               1. [ ] As of each payroll period
               2. [ ] On the first day of the month
               3. [ ] On the first day of each Plan Year quarter
               4. [ ] On the first day of the Plan Year or the first day of the
                      7th month of the Plan Year
               5. [X] Other: anytime (must be at least once each calendar year)

        AUTOMATIC ELECTION: Shall Participants who do not affirmatively elect to
        receive cash or have a specified amount contributed to the Plan
        automatically have Compensation deferred?
        i. [X] No.
        j. [ ] Yes, by  _______% of Compensation.

        SHALL THERE BE a special effective date for the salary deferral
        component of the Plan?
        k. [X] No.
        l. [ ] Yes, the effective date of the salary deferral component of the
               Plan is _____ (enter month day, year).

29.     SIMPLE 401(k) PLAN ELECTION (Plan Section 13.1)  Shall the simple 401(k)
        provisions of Article XIII apply?
        a. [X] No. The simple 401(k) provisions will not apply.
        b. [ ] Yes. The simple 401(k) provisions will apply.

30.     401(k) SAFE HARBOR PROVISIONS (Plan Section 12.8)
        Will the ADP and/or ACP test safe harbor provisions be used?
        (select a., b. or c.)
        a. [ ] No. (If selected, skip to Question 31.)
        b. [X] Yes, but only the ADP (and NOT the ACP) Test Safe Harbor
               provisions will be used.
        c. [ ] Yes, both the ADP and ACP Test Safe Harbor provisions will be
               used.

               IF c. is selected, does the Plan permit matching contributions in
               addition to any safe harbor contributions elected in d. or e.
               below?
               1. [ ] No or N/A. Any matching contributions, other than any Safe
                      Harbor Matching Contributions elected in d. below, will
                      be suspended in any Plan Year in which the safe harbor
                      provisions are used.
               2. [ ] Yes, the Employer may make matching contributions in
                      addition to any Safe Harbor Matching contributions elected
                      in d. below. (If elected, complete the provisions of the
                      Adoption Agreement relating to matching contributions
                      (i.e., Questions 31. and 32.) that will apply in addition
                      to any elections made in d. below. NOTE: Regardless of any
                      election made in Question 31., the Plan automatically
                      provides that only Elective Deferrals up to 6% of
                      Compensation are taken into account in applying the match
                      set forth in that Question and that the maximum
                      discretionary matching contribution that may be made on
                      behalf of any Participant is 4% of Compensation.)

                                       12
<PAGE>

        THE EMPLOYER WILL MAKE THE FOLLOWING ADP TEST SAFE HARBOR CONTRIBUTION
        FOR THE PLAN YEAR:
        NOTE: The ACP Test Safe Harbor is automatically satisfied if the only
              matching contribution made to the Plan is either (1) a Basic
              Matching Contribution or (2) an Enhanced Matching Contribution
              that does not provide a match on Elective Deferrals in excess of
              6% of Compensation.

        d. [ ] Safe Harbor Matching Contribution (select 1. or 2. AND 3.)
               1. [ ] BASIC MATCHING CONTRIBUTION. The Employer will make
                      Matching Contributions to the account of each "Eligible
                      Participant" in an amount equal to the sum of 100% of the
                      amount of the Participant's Elective Deferrals that do not
                      exceed 3% of the Participant's Compensation, plus 50% of
                      the amount of the Participant's Elective Deferrals that
                      exceed 3% of the Participant's Compensation but do not
                      exceed 5% of the Participant's Compensation.
               2. [ ] ENHANCED MATCHING CONTRIBUTION. The Employer will make
                      Matching Contributions to the account of each "Eligible
                      Participant" in an amount equal to the sum of:
                      a. [ ] _____% (may not be less than 100%) of the
                            Participant's Elective Deferrals that do not exceed
                            _____% (if over 6% or if left blank, the ACP test
                            will still apply) of the Participant's Compensation,
                            plus
                      b. [ ] _____% of the Participant's Elective Deferrals that
                             exceed % of the Participant's Compensation but do
                             not exceed % (if over 6% or if left blank, the ACP
                             test will still apply) of the Participant's
                             Compensation.
                      NOTE: a. and b. must be completed so that, at any rate of
                            Elective Deferrals, the matching contribution is at
                            least equal to the matching contribution receivable
                            if the Employer were making Basic Matching
                            Contributions, but the rate of match cannot increase
                            as deferrals increase. For example, if a. is
                            completed to provide a match equal to 100% of
                            deferrals up to 4% of Compensation, then b. need not
                            be completed.
               3. [ ] The safe harbor matching contribution will be determined
                      on the following basis (and Compensation for such purpose
                      will be based on the applicable period):
                      a. [ ] the entire Plan Year.
                      b. [ ] each payroll period.
                      c. [ ] all payroll periods ending with or within each
                             month.
                      d. [ ] all payroll periods ending with or within the Plan
                             Year quarter.
        e. [X] Nonelective Safe Harbor Contributions (select one)
               1. [X] The Employer will make a Safe Harbor Nonelective
                      Contribution to the account of each "Eligible Participant"
                      in an amount equal to 3% (may not be less than 3%) of the
                      Employee's Compensation for the Plan Year.
               2. [ ] The Employer will make a Safe Harbor Nonelective
                      Contribution to another defined contribution plan
                      maintained by the Employer (specify the name of the other
                      plan): _______.

        FOR PURPOSES OF THE ADP Test Safe Harbor contribution, the term
        "Eligible Participant" means any Participant who is eligible to make
        Elective Deferrals with the following exclusions:
        f. [ ] Highly Compensated Employees.
        g. [ ] Employees who have not satisfied the greatest minimum age and
               service conditions permitted under Code Section 410(a).
        h. [ ] Other: __________________________________________________________
               (must be a category that could be excluded under the permissive
               or mandatory disaggregation rules of Regulations 1.401(k)-1(b)(3)
               and 1.401(m)-1(b)(3)).

        SPECIAL EFFECTIVE DATE OF ADP AND ACP TEST SAFE HARBOR PROVISIONS
        i. [X] N/A. The safe harbor provisions are effective as of the later of
               the Effective Date of this Plan or, if this is an amendment or
               restatement, the effective date of the amendment or restatement.
        j. [ ] The ADP and ACP Test Safe Harbor provisions are effective for the
               Plan Year beginning: _____________________________________ (enter
               the first day of the Plan Year for which the provisions are (or,
               for GUST updates, were) effective and, if necessary, enter any
               other special effective dates that apply with respect to the
               provisions).


                                       13
<PAGE>

31.     FORMULA FOR DETERMINING EMPLOYER MATCHING CONTRIBUTIONS (Plan Section
        12.1(a)(2))
        NOTE: Regardless of any election below, if the ACP test safe harbor is
              being used (i.e., Question 30.c. is selected), then the Plan
              automatically provides that only Elective Deferrals up to 6% of
              Compensation are taken into account in applying the match set
              forth below and that the maximum discretionary matching
              contribution that may be made on behalf of any Participant is 4%
              of Compensation.
        a. [X] N/A. There will not be any matching contributions (Skip to
               Question 33).
        b. [ ] The Employer ... (select 1. or 2.)
               1. [ ] may make matching contributions equal to a discretionary
                      percentage, to be determined by the Employer, of the
                      Participant's Elective Deferrals.
               2. [ ] will make matching contributions equal to ______% (e.g.,
                      50) of the Participant's Elective Deferrals, plus:
                      a. [ ] N/A.
                      b. [ ] an additional discretionary percentage, to be
                             determined by the Employer.

               AND, in determining the matching contribution above, only
               Elective Deferrals up to the percentage or dollar amount
               specified below will be matched: (select 3. and/or 4. OR 5.)
               3. [ ] ______% of a Participant's Compensation.
               4. [ ] $_____.
               5. [ ] a discretionary percentage of a Participant's Compensation
                      or a discretionary dollar amount, the percentage or dollar
                      amount to be determined by the Employer on a uniform basis
                      to all Participants.
        c. [ ] The Employer may make matching contributions equal to a
               discretionary percentage, to be determined by the Employer, of .
               each tier, to be determined by the Employer, of the Participant's
               Elective Deferrals.
        d. [ ] The Employer will make matching contributions equal to the sum
               of _____% of the portion of the Participant's Elective Deferrals
               which do not exceed _____% of the Participant's Compensation or
               $____ plus _____% of the portion of the Participant's Elective
               Deferrals which exceed _____% of the Participant's Compensation
               or $____, but does not exceed % of the Participant's Compensation
               or $_____.
        NOTE:  If c. or d. above is elected, the Plan may violate the Code
               Section 401(a)(4) nondiscrimination requirements if the rate of
               matching contributions increases as a Participant's Elective
               Deferrals or Years of Service (or Periods of Service) increase.

        PERIOD OF DETERMINING MATCHING CONTRIBUTIONS
        Matching contributions will be determined on the following basis (and
        any Compensation or dollar limitation used in determining the match will
        be based on the applicable period):
        e. [ ] the entire Plan Year.
        f. [ ] each payroll period.
        g. [ ] all payroll periods ending within each month.
        h. [ ] all payroll periods ending with or within the Plan Year quarter.

        THE MATCHING CONTRIBUTION MADE ON BEHALF OF ANY PARTICIPANT for any Plan
        Year will not exceed:
        i. [ ] N/A.
        j. [ ] $ _______.

        MATCHING CONTRIBUTIONS WILL BE MADE ON BEHALF OF:
        k. [ ] all Participants.
        l. [ ] only Non-Highly Compensated Employees.

        SHALL THE MATCHING CONTRIBUTIONS BE QUALIFIED MATCHING CONTRIBUTIONS?
        m. [ ] Yes. If elected, ALL matching contributions will be fully Vested
               and will be subject to restrictions on withdrawals. In addition,
               Qualified Matching Contributions may be used in either the ADP or
               ACP test.
        n. [ ] No.

32.     ONLY PARTICIPANTS WHO SATISFY THE FOLLOWING CONDITIONS WILL BE ELIGIBLE
        TO SHARE IN THE ALLOCATION OF MATCHING CONTRIBUTIONS:

        REQUIREMENTS FOR PARTICIPANTS WHO ARE ACTIVELY EMPLOYED AT THE END OF
        THE PLAN YEAR.
        a. [ ] N/A.
        b. [ ] No service requirement.
        c. [ ] A Participant must complete a Year of Service (or Period of
               Service if the Elapsed Time Method is elected). (Could cause the
               Plan to violate coverage requirements under Code Section 410(b).)
        d. [ ] A Participant must complete at least (may not be more than 1,000)
               Hours of Service during the Plan Year. (Could cause the Plan to
               violate coverage requirements under Code Section 410(b).)

                                       14
<PAGE>

        REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END
        OF THE PLAN YEAR
        (except as otherwise provided in i. through k. below).
        e. [ ] A Participant must complete more than Hours of Service (not more
               than 500) (or months of service (not more than three (3)) if the
               Elapsed Time Method is elected).
        f. [ ] A Participant must complete a Year of Service (or Period of
               Service if the Elapsed Time Method is elected). (Could cause the
               Plan to violate coverage requirements under Code Section 410(b).)
        g. [ ] Participants will NOT share in such allocations, regardless of
               service. (Could cause the Plan to violate coverage requirements
               under Code Section 410(b).)
        h. [ ] Participants will share in such allocations, regardless of
               service.

        PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR
        due to the following shall be eligible to share in the allocation of
        matching contributions regardless of the above conditions (select all
        that apply):
        i. [ ] Death.
        j. [ ] Total and Permanent Disability.
        k. [ ] Early or Normal Retirement.

        AND, if 32.c., d., f., or g. is selected, shall the 410(b) ratio
        percentage fail safe provisions apply (Plan Section 12.3(f))?
        l. [ ] No or N/A.
        m. [ ] Yes (If selected, the Plan must satisfy the ratio percentage test
               of Code Section 410(b).)

33.     FORMULA FOR DETERMINING EMPLOYER'S PROFIT SHARING CONTRIBUTION (Plan
        Section 12.1(a)(3)) (d. may be selected in addition to b. or c.)
        a. [ ] N/A. No Employer Profit Sharing Contributions may be made (other
               than top heavy minimum contributions) (Skip to Question 34.)
        b. [X] Discretionary, to be determined by the Employer, not limited to
               current or accumulated Net Profits.
        c. [ ] Discretionary, to be determined by the Employer, out of current
               or accumulated Net Profits.
        d. [ ] Prevailing Wage Contribution. The Employer will make a Prevailing
               Wage Contribution on behalf of each Participant who performs
               services subject to the Service Contract Act, Davis-Bacon Act or
               similar Federal, State, or Municipal Prevailing Wage statutes.
               The Prevailing Wage Contribution shall be an amount equal to the
               balance of the fringe benefit payment for health and welfare for
               each Participant (after deducting the cost of cash differential
               payments for the Participant) based on the hourly contribution
               rate for the Participant's employment classification, as
               designated on Schedule A as attached to this Adoption Agreement.
               Notwithstanding anything in the Plan to the contrary, the
               Prevailing Wage Contribution shall be fully Vested. Furthermore,
               the Prevailing Wage Contribution shall not be subject to any age
               or service requirements set forth in Question 15. nor to any
               service or employment conditions set forth in Question 35.

               AND, if d. is selected, is the Prevailing Wage Contribution
               considered a Qualified Non-Elective Contribution?
               1. [ ] Yes.
               2. [ ] No.

               AND, if d. is selected, shall the amounts allocated  on behalf of
               a Participant for a Plan Year pursuant to e. or f. below be
               reduced (offset) by the Prevailing Wage Contribution made on
               behalf of such Participant for the Plan Year under this Plan?
               3. [ ] No (If selected, then the Prevailing Wage Contribution
                      will be added to amounts allocated pursuant to e. or f.
                      below.)
               4. [ ] Yes.

        CONTRIBUTION ALLOCATIONS
        If b. or c. above is selected, the Employer's discretionary profit
        sharing contribution for a Plan Year will be allocated as follows:

        e. [ ] NON-INTEGRATED ALLOCATION
               1. [ ] In the same ratio as each Participant's Compensation bears
                      to the total of such Compensation of all Participants.
               2. [ ] In the same dollar amount to all Participants (per
                      capita).
               3. [ ] In the same dollar amount per Hour of Service completed by
                      each Participant.
               4. [ ] In the same proportion that each Participant's points
                      bears to the total of such points of all Participants. A
                      Participant's points with respect to any Plan Year shall
                      be computed as follows (select all that apply):
                      a. [ ] _____ point(s) shall be allocated for each Year of
                             Service (or Period of Service if the Elapsed Time
                             Method is elected). However, the maximum Years of
                             Service (or Periods

                                       15
<PAGE>

                             of Service) taken into account shall not exceed
                             _____ (leave blank if no limit on service applies).
                      b. [ ] point(s) shall be allocated for each full $_____
                             (may not exceed $200) of Compensation.
                      c. [ ] _____ point(s) shall be allocated for each year of
                             age as of the end of the Plan Year.

        f. [ ] INTEGRATED ALLOCATION
               In accordance with Plan Section 4.3(b)(2) based on a
               Participant's Compensation in excess of:
               1. [ ] The Taxable Wage Base.
               2. [ ] _____% (not to exceed 100%) of the Taxable Wage Base. (See
                      Note below)
               3. [ ] 80% of the Taxable Wage Base plus $1.00.
               4. [ ] $)____ (not greater than the Taxable Wage Base). (See Note
                      below)
               NOTE: The integration percentage of 5.7% shall be reduced to:
                     1. 4.3% if 2. or 4. above is more than 20% and less than or
                        equal to 80% of the Taxable Wage Base.
                     2. 5.4% if 3. is elected or if 2. or 4. above is more than
                        80% of the Taxable Wage Base.

34.     QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section 12.1(a)(4))
        NOTE: Regardless of any election made in this Question, the Plan
              automatically permits Qualified Non-Elective Contributions to
              correct a failed ADP or ACP test.
        a. [X] N/A. There will be no additional Qualified Non-Elective
               Contributions except as otherwise provided in the Plan.
        b. [ ] The Employer will make a Qualified Non-Elective Contribution
               equal to _____% of the total Compensation of those Participants
               eligible to share in the allocations.
        c. [ ] The Employer may make a Qualified Non-Elective Contribution in an
               amount to be determined by the Employer, to be allocated in
               proportion to the Compensation of those Participants eligible to
               share in the allocations.
        d. [ ] The Employer may make a Qualified Non-Elective Contribution in an
               amount to be determined by the Employer, to be allocated equally
               to all Participants eligible to share in the allocations (per
               capita).

        AND, if b., c., or d. is selected, the Qualified Non-Elective
        Contributions above will be made on behalf of:
        e. [ ] all Participants.
        f. [ ] only Non-Highly Compensated Employees.

35.     REQUIREMENTS TO SHARE IN ALLOCATIONS OF EMPLOYER DISCRETIONARY PROFIT
        SHARING CONTRIBUTION, QUALIFIED NON-ELECTIVE CONTRIBUTIONS (other than
        Qualified Non-Elective Contributions under Plan Sections 12.5(c) and
        12.7(g)) AND FORFEITURES
        a. [ ] N/A. Plan does not permit such contributions.
        b. [X] Requirements for Participants who are actively employed at the
               end of the Plan Year.
               1. [X] No service requirement.
               2. [ ] A Participant must complete a Year of Service (or Period
                      of Service if the Elapsed Time Method is elected). (Could
                      cause the Plan to violate coverage requirements under Code
                      Section 410(b).)
               3. [ ] A Participant must complete at least _____ (may not be
                      more than 1,000) Hours of Service during the Plan Year.
                      (Could cause the Plan to violate coverage requirements
                      under Code Section 410(b).)

        REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END
        OF THE PLAN YEAR (except as otherwise provided in g. through i. below).
        c. [ ] A Participant must complete more than Hours of Service (not more
               than 500) (or months of service (not more than three (3)) if the
               Elapsed Time Method is elected).
        d. [ ] A Participant must complete a Year of Service (or Period of
               Service if the Elapsed Time Method is elected). (Could cause the
               Plan to violate coverage requirements under Code Section 410(b).)
        e. [X] Participants will NOT share in such allocations, regardless of
               service. (Could cause the Plan to violate coverage requirements
               under Code Section 410(b).)
        f. [ ] Participants will share in such allocations, regardless of
               service.

        PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR
        due to the following will be eligible to share in the allocations
        regardless of the above conditions (select all that apply):
        g. [X] Death.
        h. [X] Total and Permanent Disability.
        i. [X] Early or Normal Retirement.

        AND, if 35.b.2, b.3, d. or e. is selected, shall the 410(b) ratio
        percentage fail safe provisions apply (Plan Section 12.3(f))?
        j. [ ] No or N/A.
        k. [X] Yes (If selected, the Plan must satisfy the ratio percentage test
               of Code Section 410(b)).

                                       16
<PAGE>

36.     FORFEITURES (Plan Sections 1.27 and 4.3(e))
        Except as provided in Plan Section 1.27, a Forfeiture will occur (if no
        election is made, a. will apply):
        a. [X] as of the earlier of (1) the last day of the Plan Year in which
               the Former Participant incurs five (5) consecutive 1-Year Breaks
               in Service, or (2) the distribution of the entire Vested portion
               of the Participant's Account.
        b. [ ] as of the last day of the Plan Year in which the Former
               Participant incurs five (5) consecutive 1-Year Breaks in Service.

        Will Forfeitures first be used to pay any administrative expenses?
        c. [ ] Yes.
        d. [X] No.

        AND, EXCEPT as otherwise provided below with respect to Forfeitures
        attributable to matching contributions, any remaining Forfeitures will
        be...
        e. [X] added to any Employer discretionary contribution.
        f. [ ] used to reduce any Employer contribution.
        g. [ ] added to any Employer matching contribution and allocated as an
               additional matching contribution.
        h. [ ] allocated to all Participants eligible to share in the
               allocations in the same proportion that each Participant's
               Compensation for the Plan Year bears to the Compensation of all
               Participants for such year.

        FORFEITURES OF MATCHING CONTRIBUTIONS WILL BE...
        i. [X] N/A. Same as above or no matching contributions.
        j. [ ] used to reduce the Employer's matching contribution.
        k. [ ] added to any Employer matching contribution and allocated as an
               additional matching contribution.
        l. [ ] added to any Employer discretionary profit sharing contribution.
        m. [ ] allocated to all Participants eligible to share in the matching
               allocations (regardless of whether a Participant elected any
               salary reductions) in proportion to each such Participant's
               Compensation for the year.
        n. [ ] allocated to all Non-Highly Compensated Employees eligible to
               share in the matching allocations (regardless of whether a
               Participant elected any salary reductions) in proportion to each
               such Participant's Compensation for the year.

37.     ALLOCATIONS OF EARNINGS (Plan Section 4.3(c))
        Allocations of earnings with respect to amounts which are not subject to
        Participant directed investments and which are contributed to the Plan
        after the previous Valuation Date will be determined...
        a. [X] N/A. All assets in the Plan are subject to Participant investment
               direction.
        b. [ ] by using a weighted average based on the amount of time that has
               passed between the date a contribution or distribution was made
               and the date of the prior Valuation Date.
        c. [ ] by treating one-half of all such contributions as being a part of
               the Participant's nonsegregated account balance as of the
               previous Valuation Date.
        d. [ ] by using the method specified in Plan Section 4.3(c) (balance
               forward method).
        e. [ ] other: __________________________________________________________
               (must be a definite predetermined formula that is not based on
               Compensation and that satisfies the nondiscrimination
               requirements of Regulation 1.401(a)(4)-4 and is applied uniformly
               to all Participants).

38.     LIMITATIONS ON ALLOCATIONS (Plan Section 4.4)
        If any Participant is covered under another qualified defined
        contribution plan maintained by the Employer, other than a Master or
        Prototype Plan, or if the Employer maintains a welfare benefit fund, as
        defined in Code Section 419(e), or an individual medical account, as
        defined in Code Section 415(l)(2), under which amounts are treated as
        Annual Additions with respect to any Participant in this Plan:
        a. [X] N/A. The Employer does not maintain another qualified defined
               contribution plan.
        b. [ ] The provisions of Plan Section 4.4(b) will apply as if the other
               plan were a Master or Prototype Plan.
        c. [ ] Specify the method under which the plans will limit total Annual
               Additions to the Maximum Permissible Amount, and will properly
               reduce any Excess Amounts, in a manner that precludes Employer
               discretion: _____________________________________________________


                                       17
<PAGE>

DISTRIBUTIONS

39.     FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6)
        Distributions under the Plan may be made in (select all that apply)...
        a. [X] lump-sums.
        b. [X] substantially equal installments.
        c. [ ] partial withdrawals provided the minimum withdrawal is $ _____.

        AND, pursuant to Plan Section 6.12,
        d. [X] no annuities are allowed (Plan Section 6.12(b) will apply and the
               joint and survivor rules of Code Sections 401(a)(11) and 417 will
               not apply to the Plan).

               AND, if this is an amendment that is eliminating annuities, then
               an annuity form of payment is not available with respect to
               distributions that have an Annuity Starting Date beginning on or
               after:
               1. [ ] N/A
               2. [ ] ______ (may not be a retroactive date), except that
                      regardless of the date entered, the amendment will not be
                      effective prior to the time set forth in Plan Section
                      8.1(e).

        e. [ ] annuities are allowed as the normal form of distribution (Plan
               Section 6.12 will not apply and the joint and survivor rules of
               Code Sections 401(a)(11) and 417 will automatically apply). If
               elected, the Pre-Retirement Survivor Annuity (minimum spouse's
               death benefit) will be equal to:
               1. [ ] 100% of Participant's interest in the Plan.
               2. [ ] 50% of Participant's interest in the Plan.
               3. [ ] _____% (may not be less than 50%) of a Participant's
                      interest in the Plan.

               AND, the normal form of the Qualified Joint and Survivor Annuity
               will be a joint and 50% survivor annuity unless otherwise elected
               below:
               4. [ ] N/A.
               5. [ ] Joint and 100% survivor annuity.
               6. [ ] Joint and 75% survivor annuity.
               7. [ ] Joint and 66 2/3% survivor annuity.

        NOTE: If only a portion of the Plan assets may be distributed in an
              annuity form of payment, then select d. AND e. and the assets
              subject to the joint and survivor annuity provisions will be those
              assets attributable to (specify): _________ (e.g., the money
              purchase pension plan that was merged into this Plan).

        AND, distributions may be made in...
        f. [X] cash only (except for insurance or annuity contracts).
        g. [ ] cash or property.

40.     CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
        Distributions upon termination of employment pursuant to Plan Section
        6.4(a) of the Plan will not be made unless the following conditions have
        been satisfied:
        a. [ ] No distributions may be made until a Participant has reached
               Early or Normal Retirement Date.
        b. [X] Distributions may be made as soon as administratively feasible at
               the Participant's election.
        c. [ ] The Participant has incurred 1-Year Break(s) in Service (or
               Period(s) of Severance if the Elapsed Time Method is elected).
        d. [ ] Distributions may be made at the Participant's election as soon
               as administratively feasible after the Plan Year coincident with
               or next following termination of employment.
        e. [ ] Distributions may be made at the Participant's election as soon
               as administratively feasible after the Plan Year quarter
               coincident with or next following termination of employment.
        f. [ ] Distributions may be made at the Participant's election as soon
               as administratively feasible after the Valuation Date coincident
               with or next following termination of employment.
        g. [ ] Distributions may be made at the Participant's election as soon
               as administratively feasible months following termination of
               employment.
        h. [ ] Other: ________________________________________________________
               (must be objective conditions which are ascertainable and are not
               subject to Employer discretion except as otherwise permitted in
               Regulation 1.411(d)-4 and may not exceed the limits of Code
               Section 401(a)(14) as set forth in Plan Section 6.7).

41.     INVOLUNTARY DISTRIBUTIONS
        Will involuntary distributions of amounts less than $5,000 be made in
        accordance with the provisions of Sections 6.4, 6.5 and 6.6?
        a. [X] Yes
        b. [ ] No

                                       18
<PAGE>

42.     MINIMUM DISTRIBUTION TRANSITIONAL RULES (Plan Section 6.5(e))
        NOTE: This Section does not apply to (1) a new Plan or (2) an amendment
              or restatement of an existing Plan that never contained the
              provisions of Code Section 401(a)(9) as in effect prior to the
              amendments made by the Small Business Job Protection Act of 1996
              (SBJPA).
        The "required beginning date" for a Participant who is not a "five
        percent (5%) owner" is:
        a. [ ] N/A. (This is a new Plan or this Plan has never included the
           pre-SBJPA provisions.)
        b. [ ] April 1st of the calendar year following the year in which the
               Participant attains age 70 1/2. (The pre-SBJPA rules will
               continue to apply.)
        c. [X] April 1st of the calendar year following the later of the year in
               which the Participant attains age 70 1/2 or retires (the
               post-SBJPA rules), with the following exceptions (select one or
               both and if no election is made, both will apply effective as of
               January 1, 1996):
               1. [ ] A Participant who was already receiving required minimum
                      distributions under the pre-SBJPA rules as of (not earlier
                      than January 1, 1996) may elect to stop receiving
                      distributions and have them recommence in accordance with
                      the post-SBJPA rules. Upon the recommencement of
                      distributions, if the Plan permits annuities as a form of
                      distribution then the following will apply:
                      a. [ ] N/A. Annuity distributions are not permitted.
                      b. [ ] Upon the recommencement of distributions, the
                             original Annuity Starting Date will be retained.
                      c. [ ] Upon the recommencement of distributions, a new
                             Annuity Starting Date is created.
               2. [X] A Participant who had not begun receiving required minimum
                      distributions as of August 1, 1997 (not earlier than
                      January 1, 1996) may elect to defer commencement of
                      distributions until retirement. The option to defer the
                      commencement of distributions (i.e., to elect to receive
                      in-service distributions upon attainment of age 70 1/2)
                      will apply to all such Participants unless the option
                      below is elected:
                      a. [X] N/A.
                      b. [ ] The in-service distribution option is eliminated
                             with respect to Participants who attain age 70 1/2
                             in or after the calendar year that begins after the
                             later of (1) December 31, 1998, or (2) the adoption
                             date of the amendment and restatement to bring the
                             Plan into compliance with SBJPA. (This option may
                             only be elected if the amendment to eliminate the
                             in-service distribution is adopted no later than
                             the last day of the remedial amendment period that
                             applies to the Plan for changes under SBJPA.)

43.     DISTRIBUTIONS UPON DEATH (Plan Section 6.6(h))
        Distributions upon the death of a Participant prior to receiving any
        benefits shall...
        a. [X] be made pursuant to the election of the Participant or
               beneficiary.
        b. [ ] begin within 1 year of death for a designated beneficiary and be
               payable over the life (or over a period not exceeding the life
               expectancy) of such beneficiary, except that if the beneficiary
               is the Participant's spouse, begin prior to December 31st of the
               year in which the Participant would have attained age 70 1/2.
        c. [ ] be made within 5 (or if lesser _____) years of death for all
               beneficiaries.
        d. [ ] be made within 5 (or if lesser _____) years of death for all
               beneficiaries, except that if the beneficiary is the
               Participant's spouse, begin prior to December 31st of the year in
               which the Participant would have attained age 70 1/2 and be
               payable over the life (or over a period not exceeding the life
               expectancy) of such surviving spouse.

44.     HARDSHIP DISTRIBUTIONS (Plan Sections 6.11 and/or 12.9)
        a. [X] No hardship distributions are permitted.
        b. [ ] Hardship distributions are permitted from the following accounts
               (select all that apply):
               1. [ ] All accounts.
               2. [ ] Participant's Elective Deferral Account.
               3. [ ] Participant's Account attributable to Employer matching
                      contributions.
               4. [ ] Participant's Account attributable to Employer profit
                      sharing contributions.
               5. [ ] Participant's Rollover Account.
               6. [ ] Participant's Transfer Account.
               7. [ ] Participant's Voluntary Contribution Account.
        NOTE: Distributions from a Participant's Elective Deferral Account are
              limited to the portion of such account attributable to such
              Participant's Elective Deferrals (and earnings attributable
              thereto up to December 31, 1988). Hardship distributions are not
              permitted from a Participant's Qualified Non-Elective Account
              (including any 401(k) Safe Harbor Contributions) or Qualified
              Matching Contribution Account.

        AND, shall the safe harbor hardship rules of Plan Section 12.9 apply to
        distributions made from all accounts? (Note: The safe harbor hardship
        rules automatically apply to hardship distributions of Elective
        Deferrals.)
        c. [ ] No or N/A. The provisions of Plan Section 6.11 apply to hardship
               distributions from all accounts other than a Participant's
               Elective Deferral Account.
        d. [ ] Yes. The provisions of Plan Section 12.9 apply to all hardship
               distributions.

                                       19
<PAGE>

        AND, are distributions restricted to those accounts in which a
        Participant is fully Vested?
        e. [ ] Yes, distributions may only be made from accounts which are fully
               Vested.
        f. [ ] No. (If elected, the fraction at Plan Section 6.5(h) shall apply
               in determining vesting of the portion of the account balance not
               withdrawn).

        AND, the minimum hardship distribution shall be...
        g. [ ] N/A. There is no minimum.
        h. [ ] $____ (may not exceed $1,000).

45.     IN-SERVICE DISTRIBUTIONS (Plan Section 6.10)
        a. [ ] In-service distributions may not be made (except as otherwise
               elected for Hardship Distributions).
        b. [X] In-service distributions may be made to a Participant who has not
               separated from service provided any of the following conditions
               have been satisfied (select all that apply):
               1. [X] the Participant has attained age 65.
               2. [ ] the Participant has reached Normal Retirement Age.
               3. [ ] the Participant has been a Participant in the Plan for at
                      least _____ years (may not be less than five (5)).
               4. [ ] the amounts being distributed have accumulated in the Plan
                      for at least two (2) years.

        AND, in-service distributions are permitted from the following accounts
        (select all that apply):
        c. [X] All accounts.
        d. [ ] Participant's Elective Deferral Account.
        e. [ ] Qualified Matching Contribution Account and portion of
               Participant's Account attributable to Employer matching
               contributions.
        f. [ ] Participant's Account attributable to Employer profit sharing
               contributions.
        g. [ ] Qualified Non-Elective Contribution Account.
        h. [ ] Participant's Rollover Account.
        i. [ ] Participant's Transfer Account.
        j. [ ] Participant's Voluntary Contribution Account.
        NOTE: Distributions from a Participant's Elective Deferral Account,
              Qualified Matching Contribution Account and Qualified Non-Elective
              Account (including 401(k) Safe Harbor Contributions) are subject
              to restrictions and generally may not be distributed prior to age
              59 1/2.

        AND, are distributions restricted to those accounts in which a
        Participant is fully Vested?
        k. [X] Yes, distributions may only be made from accounts which are fully
               Vested.
        l. [ ] No. (If elected, the fraction at Plan Section 6.5(h) will apply
               in determining vesting of the portion of the account balance not
               withdrawn.)

        AND, the minimum distribution shall be...
        m. [X] N/A. There is no minimum.
        n. [ ] $_____ (may not exceed $1,000).

NONDISCRIMINATION TESTING

46.     HIGHLY COMPENSATED EMPLOYEE (Plan Section 1.31)
        NOTE: If this is a GUST restatement, complete the questions in this
              Section retroactively to the first Plan Year beginning after 1996.

        TOP-PAID GROUP ELECTION. Will the top-paid group election be made? (The
        election made below for the latest year will continue to apply to
        subsequent Plan Years unless a different election is made.)
        a. [ ] Yes, for the Plan Year beginning in: _____.
        b. [X] No, for the Plan Year beginning in:  2002.

        CALENDAR YEAR DATA ELECTION. Will the calendar year data election be
        used? (The election made below for the latest year will continue to
        apply to subsequent Plan Years unless a different election is made.)
        c. [ ] Yes, for the Plan Year beginning in: _____.
        d. [X] No, for the Plan Year beginning in: 2002.

                                       20
<PAGE>

47.     ADP AND ACP TESTS (Plan Sections 12.4 and 12.6). The ADP ratio and ACP
        ratio for Non-Highly Compensated Employees will be based on the
        following. The election made below for the latest year will continue to
        apply to subsequent Plan Years unless the Plan is amended to a different
        election.
        a. [X] N/A. This Plan satisfies the ADP Test Safe Harbor rules and there
               are no contributions subject to an ACP test or for all Plan Years
               beginning in or after the Effective Date of the Plan or, in the
               case of an amendment and restatement, for all Plan Years to which
               the amendment and restatement relates.
        b. [ ] PRIOR YEAR TESTING: The prior year ratio will be used for the
               Plan Year beginning in _____. (Note: If this election is made for
               the first year the Code Section 401(k) or 401(m) feature is added
               to this Plan (unless this Plan is a successor plan), the amount
               taken into account as the ADP and ACP of Non-Highly Compensated
               Employees for the preceding Plan Year will be 3%.)
        c. [ ] CURRENT YEAR TESTING: The current year ratio will be used for the
               Plan Year beginning in _____. NOTE: In any Plan Year where the
               ADP Test Safe Harbor is being used but not the ACP Test Safe
               Harbor, then c. above must be used if an ACP test applies for
               such Plan Year.

TOP HEAVY REQUIREMENTS

48.     TOP HEAVY DUPLICATIONS (Plan Section 4.3(i)): When a Non-Key Employee is
        a Participant in this Plan and a Defined Benefit Plan maintained by the
        Employer, indicate which method shall be utilized to avoid duplication
        of top heavy minimum benefits: (If b., c., d. or e. is elected, f. must
        be completed.)
        a. [X] N/A. The Employer does not maintain a Defined Benefit Plan. (Go
               to next Question)
        b. [ ] The full top heavy minimum will be provided in each plan (if
               selected, Plan Section 4.3(i) shall not apply).
        c. [ ] 5% defined contribution minimum.
        d. [ ] 2% defined benefit minimum.
        e. [ ] Specify the method under which the Plans will provide top heavy
               minimum benefits for Non-Key Employees that will preclude
               Employer discretion and avoid inadvertent omissions:
               _________________________________________________________________
        NOTE:  If c., d., or e. is selected and the Defined Benefit Plan and
               this Plan do not benefit the same Participants, the uniformity
               requirement of the Section 401(a)(4) Regulations may be violated.

        AND, the "Present Value of Accrued Benefit" (Plan Section 9.2) for Top
        Heavy purposes shall be based on...
        f. [ ] Interest Rate: __________________________________________________
               Mortality Table: ________________________________________________

49.     TOP HEAVY DUPLICATIONS (Plan Section 4.3(f)): When a Non-Key Employee is
        a Participant in this Plan and another defined contribution plan
        maintained by the Employer, indicate which method shall be utilized to
        avoid duplication of top heavy minimum benefits:
        a. [X] N/A. The Employer does not maintain another qualified defined
               contribution plan.
        b. [ ] The full top heavy minimum will be provided in each plan.
        c. [ ] A minimum, non-integrated contribution of 3% of each Non-Key
               Employee's 415 Compensation shall be provided in the Money
               Purchase Plan (or other plan subject to Code Section 412).
        d. [ ] Specify the method under which the Plans will provide top heavy
               minimum benefits for Non-Key Employees that will preclude
               Employer discretion and avoid inadvertent omissions, including
               any adjustments required under Code Section 415:
               _________________________________________________________________
        NOTE:  If c. or d. is selected and both plans do not benefit the same
               Participants, the uniformity requirement of the Section 401(a)(4)
               Regulations may be violated.

MISCELLANEOUS

50.     LOANS TO PARTICIPANTS (Plan Section 7.6)
        a. [ ] Loans are not permitted.
        b. [X] Loans are permitted.


                                       21
<PAGE>

        IF loans are permitted (select all that apply)...
        c. [X] loans will be treated as a Participant directed investment.
        d. [ ] loans will only be made for hardship or financial necessity.
        e. [X] the minimum loan will be $ 1,000 (may not exceed $1,000).
        f. [ ] a Participant may only have (e.g., one (1)) loan(s) outstanding
               at any time.
        g. [X] all outstanding loan balances will become due and payable in
               their entirety upon the occurrence of a distributable event
               (other than satisfaction of the conditions for an in-service
               distribution).
        h. [X] loans will only be permitted from the following accounts (select
               all that apply):
               1. [X] All accounts.
               2. [ ] Participant's Elective Deferral Account.
               3. [ ] Qualified Matching Contribution Account and/or portion of
                      Participant's Account attributable to Employer matching
                      contributions.
               4. [ ] Participant's Account attributable to Employer profit
                      sharing contributions.
               5. [ ] Qualified Non-Elective Contribution Account.
               6. [ ] Participant's Rollover Account.
               7. [ ] Participant's Transfer Account.
               8. [ ] Participant's Voluntary Contribution Account.
        NOTE:  Department of Labor Regulations require the adoption of a
               separate written loan program setting forth the requirements
               outlined in Plan Section 7.6.

51.     DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.10)
        a. [ ] Participant directed investments are not permitted.
        b. [X] Participant directed investments are permitted for the following
               accounts (select all that apply):
               1. [X] All accounts.
               2. [ ] Participant's Elective Deferral Account.
               3. [ ] Qualified Matching Contribution Account and/or portion of
                      Participant's Account attributable to Employer matching
                      contributions.
               4. [ ] Participant's Profit Sharing Account.
               5. [ ] Qualified Non-Elective Contribution Account.
               6. [ ] Participant's Rollover Account.
               7. [ ] Participant's Transfer Account.
               8. [ ] Participant's Voluntary Contribution Account.
               9. [ ] Other:

        AND, is it intended that the Plan comply with Act Section 404(c) with
        respect to the accounts subject to Participant investment direction?
        c. [ ] No.
        d. [X] Yes

        AND, will voting rights on directed investments be passed through to
        Participants?
        e. [ ] No. Employer stock is not an alternative OR Plan is not intended
               to comply with Act Section 404(c).
        f. [ ] Yes, for Employer stock only.
        g. [X] Yes, for all investments.

52.     ROLLOVERS (Plan Section 4.6)
        a. [ ] Rollovers will not be accepted by this Plan.
        b. [X] Rollovers will be accepted by this Plan.

        AND, if b. is elected, rollovers may be accepted...
        c. [ ] from any Eligible Employee, even if not a Participant.
        d. [X] from Participants only.

        AND, distributions from a Participant's Rollover Account may be made...
        e. [X] at any time.
        f. [ ] only when the Participant is otherwise entitled to a distribution
               under the Plan.

53.     AFTER-TAX VOLUNTARY EMPLOYEE CONTRIBUTIONS (Plan Section 4.8)
        a. [X] After-tax voluntary Employee contributions will not be allowed.
        b. [ ] After-tax voluntary Employee contributions will be allowed.

54.     LIFE INSURANCE (Plan Section 7.5)
        a. [X] Life insurance may not be purchased.
        b. [ ] Life insurance may be purchased at the option of the
               Administrator.
        c. [ ] Life insurance may be purchased at the option of the Participant.

                                       22
<PAGE>

        AND, if b. or c. is elected, the purchase of initial or additional life
        insurance will be subject to the following limitations (select all that
        apply):
        d. [ ] N/A, no limitations.
        e. [ ] each initial Contract will have a minimum face amount of $_____.
        f. [ ] each additional Contract will have a minimum face amount of
               $_____.
        g. [ ] the Participant has completed ______ Years of Service (or
               Periods of Service).
        h. [ ] the Participant has completed ______ Years of Service (or Periods
               of Service) while a Participant in the Plan.
        i. [ ] the Participant is under age ______ on the Contract issue date.
        j. [ ] the maximum amount of all Contracts on behalf of a Participant
               may not exceed $_____.
        k. [ ] the maximum face amount of any life insurance Contract will be
               $_____.

GUST TRANSITION RULES

        The following questions only apply if this is a GUST restatement (i.e.,
        Question 6.c. is selected). If this is not a GUST restatement, then this
        Plan will not be considered an individually designed plan merely because
        the following questions are deleted from the Adoption Agreement.

55.     COMPENSATION
        The family aggregation rules of Code Section 401(a)(17) as in effect
        under Code Section 414(q)(6) prior to the enactment of SBJPA do not
        apply to this Plan effective as of:
        a. [X] The first day of the first Plan Year beginning after 1996.
        b. [ ] (may not be prior to the first day of the first Plan Year
               beginning in 1997 and may not be later than the first day of the
               Plan Year following the Plan Year in which this GUST restatement
               is adopted).
        NOTE:  If family aggregation continued to apply after 1996, the Plan is
               not a safe harbor plan for Code Section 401(a)(4) purposes and
               the Employer may not rely on the opinion letter issued by the
               Internal Revenue Service that this Plan is qualified under Code
               Section 401.

56.     LIMITATION ON ALLOCATIONS AND TOP HEAVY RULES
        If any Participant is a Participant in this Plan and a qualified defined
        benefit plan maintained by the Employer, then the limitations of Code
        Section 415(e) as in effect under Code Section 414(q)(6) prior to the
        enactment of SBJPA do not apply to this Plan effective with respect to
        Limitation Years beginning on or after:
        a. [X] N/A. The Employer does not maintain, and has never maintained, a
               qualified defined benefit plan OR the provisions of Code Section
               415(e) have already been removed from this Plan.
        b. [ ] (may not be prior to the first Limitation Year beginning in 2000
               and may not be later than the first Limitation Year beginning
               after the Limitation Year in which this GUST restatement is
               adopted).
        NOTE:  If the Code Section 415(e) limits continued to apply to
               Limitation Years beginning after 1999, the Plan is not a safe
               harbor plan for Code Section 401(a)(4) purposes and the Employer
               may not rely on the opinion letter issued by the Internal
               Revenue Service that this Plan is qualified under Code Section
               401.

        AND, if b. is selected with a date that is later than the effective date
        of this GUST restatement, then with respect to the Limitation Year in
        which this restatement is adopted, if any Participant is a Participant
        in this Plan and a qualified defined benefit plan maintained by the
        Employer, specify the method under which the plans involved will provide
        top heavy minimum benefits for Non-Key Employees and will satisfy the
        limitations of Code Section 415(e) in a manner that precludes Employer
        discretion:
        c. [ ] N/A. The effective date of the GUST restatement is the date the
               provisions of Code Section 415(e) no longer apply to this Plan.
        d. [ ] NOTE: If the top heavy minimum benefit is only provided in one
               plan and the Defined Benefit Plan and this Plan do not benefit
               the same Participants, the uniformity requirement of the Section
               401(a)(4) Regulations may be violated.

57.     INVOLUNTARY DISTRIBUTIONS
        If the Plan provides for involuntary distributions (i.e., 41.a. is
        elected) then the increase in the involuntary amount threshold from
        $3,500 to $5,000 became effective with respect to distributions made on
        or after:
        a. [ ] N/A. The plan doesn't provide for involuntary distributions less
               than $5,000.
        b. [X] August 6, 1997, or if later ______ (leave blank if not
               applicable).

                                       23
<PAGE>

58.     MINIMUM DISTRIBUTIONS
        The proposed Code Section 401(a)(9) Regulations issued in January 2001
        apply with respect to distributions under the Plan made on or after
        January 1, 2001, unless a later date is specified below:
        a. [X] N/A.
        b. [ ] _____ (may be any date in 2001 or the first day of any calendar
               year after 2001).

        AND, if b. is selected, for years prior to the date specified above,
        life expectancies for minimum distributions required pursuant to Code
        Section 401(a)(9) shall...
        c. [ ] be recalculated at the Participant's election.
        d. [ ] be recalculated.
        e. [ ] not be recalculated.

59.     ADP AND ACP TESTS. For Plan Years beginning in and prior to the Plan
        Year in which the restatement is adopted, the following will apply:

        ADP TEST:
        a. [ ] PRIOR YEAR TESTING: The prior year ratio will be used for the
               Plan Year beginning in the year specified below. (If this
               election is made for the first year the Code Section 401(k)
               feature is added to this Plan (unless this Plan is a successor
               plan), the amount taken into account as the ADP of Non-Highly
               Compensated Employees for the preceding Plan Year will be 3%.)
               1. [ ] 1997 2. [ ] 1998 3. [ ] 1999 4. [ ] 2000 5. [ ]  ____
        b. [X] CURRENT YEAR TESTING: The current year ratio will be used for the
               Plan Year beginning in:
               1. [X] 1997 2. [ ] 1998 3. [ ] 1999 4. [ ] 2000 5. [ ] ____

        ACP TEST:
        c. [X] N/A.
        d. [ ] PRIOR YEAR TESTING: The prior year ratio will be used for the
               Plan Year beginning in the year specified below. (If this
               election is made for the first year the Code Section 401(m)
               feature is added to this Plan (unless this Plan is a successor
               plan), the amount taken into account as the ACP of Non-Highly
               Compensated Employees for the preceding Plan Year will be 3%.)
               1. [ ] 1997 2. [ ] 1998 3. [ ] 1999 4. [ ] 2000 5. [ ]  ____
        e. [ ] CURRENT YEAR TESTING: The current year ratio will be used for the
               Plan Year beginning in:
               1. [ ] 1997 2. [ ] 1998 3. [ ] 1999 4. [ ] 2000 5. [ ] ____




                                       24
<PAGE>

The adopting Employer may rely on an opinion letter issued by the Internal
Revenue Service as evidence that the plan is qualified under Code Section 401
only to the extent provided in Announcement 2001-77, 2001-30 I.R.B.

The Employer may not rely on the opinion letter in certain other circumstances
or with respect to certain qualification requirements, which are specified in
the opinion letter issued with respect to the plan and in Announcement 2001-77.

In order to have reliance in such circumstances or with respect to such
qualification requirements, application for a determination letter must be made
to Employee Plans Determinations of the Internal Revenue Service.

This Adoption Agreement may be used only in conjunction with basic Plan document
01. This Adoption Agreement and the basic Plan document shall together be known
as Boston Financial Data Services Prototype Non-Standardized 401(k) Profit
Sharing Plan and Trust 01-001.

The adoption of this Plan, its qualification by the IRS, and the related tax
consequences are the responsibility of the Employer and its independent tax and
legal advisors.

Boston Financial Data Services will notify the Employer of any amendments made
to the Plan or of the discontinuance or abandonment of the Plan. Furthermore, in
order to be eligible to receive such notification, we agree to notify Boston
Financial Data Services of any change in address.

This Plan may not be used, and shall not be deemed to be a Prototype Plan,
unless an authorized representative of Boston Financial Data Services has
acknowledged the use of the Plan. Such acknowledgment is for administerial
purposes only. It acknowledges that the Employer is using the Plan but does not
represent that this Plan, including the choices selected on the Adoption
Agreement, has been reviewed by a representative of the sponsor or constitutes a
qualified retirement plan.

Boston Financial Data Services

By: _______________________________________

With regard to any questions regarding the provisions of the Plan, adoption of
the Plan, or the effect of an opinion letter from the IRS, call or write (this
information must be completed by the sponsor of this Plan or its designated
representative):

Name:      Boston Financial Century Plan Services
           ---------------------------------------------------------------------

Address:   P.O. Box 8374
           ---------------------------------------------------------------------

           Boston                       Massachusetts        02266-8374
           ---------------------------------------------------------------------

Telephone: (800) 215-8659
           ---------------------------------------------------------------------




                                       25
<PAGE>

The Employer and Trustee hereby cause this Plan to be executed on

__________________________________.

Furthermore, this Plan may not be used unless acknowledged by Boston Financial

Data Services or its authorized representative.

EMPLOYER:

By:     ____________________________________________
        Aceto Corporation

[ ]     The signature of the Trustee appears on a separate trust agreement
        attached to the Plan,

OR

______________________________________________
                    TRUSTEE

PARTICIPATING EMPLOYER

By:     ____________________________________________
        Aceto Agricultural Chemicals Corp.







                                       26
<PAGE>

The following Employer has adopted Aceto Corporation 401(k) Retirement Plan as a
Participating Employer:


CDC Products Corp.
1801 Faulmouth Ave.
New Hyde Park, NY  11040
13-2710458
Type of entity: Corporation











                                       27
<PAGE>







                                     EGTRRA
                                AMENDMENT TO THE

                    ACETO CORPORATION 401(K) RETIREMENT PLAN

<PAGE>

                               ARTICLE I PREAMBLE

1.1     ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This amendment of the plan is
        adopted to reflect certain provisions of the Economic Growth and Tax
        Relief Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended
        as good faith compliance with the requirements of EGTRRA and is to be
        construed in accordance with EGTRRA and guidance issued thereunder.
        Except as otherwise provided, this amendment shall be effective as of
        the first day of the first plan year beginning after December 31, 2001.

1.2     ADOPTION BY PROTOTYPE SPONSOR. Except as otherwise provided herein,
        pursuant to Section 5.01 of Revenue Procedure 2000-20 (or pursuant to
        the corresponding provision in Revenue Procedure 89-9 or Revenue
        Procedure 89-13), the sponsor hereby adopts this amendment on behalf of
        all adopting employers.

1.3     SUPERSESSION OF INCONSISTENT PROVISIONS. This amendment shall supersede
        the provisions of the plan to the extent those provisions are
        inconsistent with the provisions of this amendment.

                                   ARTICLE II
                          ADOPTION AGREEMENT ELECTIONS

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

        THE QUESTIONS IN THIS ARTICLE II ONLY NEED TO BE COMPLETED IN ORDER TO
        OVERRIDE THE DEFAULT PROVISIONS SET FORTH BELOW. IF ALL OF THE DEFAULT
        PROVISIONS WILL APPLY, THEN THESE QUESTIONS SHOULD BE SKIPPED.

        UNLESS THE EMPLOYER ELECTS OTHERWISE IN THIS ARTICLE II, THE FOLLOWING
        DEFAULTS APPLY:

        1) THE VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS WILL BE A 6 YEAR
           GRADED SCHEDULE (IF THE PLAN CURRENTLY HAS A GRADED SCHEDULE THAT
           DOES NOT SATISFY EGTRRA) OR A 3 YEAR CLIFF SCHEDULE (IF THE PLAN
           CURRENTLY HAS A CLIFF SCHEDULE THAT DOES NOT SATISFY EGTRRA), AND
           SUCH SCHEDULE WILL APPLY TO ALL MATCHING CONTRIBUTIONS (EVEN THOSE
           MADE PRIOR TO 2002).
        2) ROLLOVERS ARE AUTOMATICALLY EXCLUDED IN DETERMINING WHETHER THE
           $5,000 THRESHOLD HAS BEEN EXCEEDED FOR AUTOMATIC CASH-OUTS (IF THE
           PLAN IS NOT SUBJECT TO THE QUALIFIED JOINT AND SURVIVOR ANNUITY RULES
           AND PROVIDES FOR AUTOMATIC CASH-OUTS). THIS IS APPLIED TO ALL
           PARTICIPANTS REGARDLESS OF WHEN THE DISTRIBUTABLE EVENT OCCURRED.
        3) THE SUSPENSION PERIOD AFTER A HARDSHIP DISTRIBUTION IS MADE WILL BE 6
           MONTHS AND THIS WILL ONLY APPLY TO HARDSHIP DISTRIBUTIONS MADE AFTER
           2001.
        4) CATCH-UP CONTRIBUTIONS WILL BE ALLOWED.
        5) FOR TARGET BENEFIT PLANS, THE INCREASED COMPENSATION LIMIT OF
           $200,000 WILL BE APPLIED RETROACTIVELY (I.E., TO YEARS PRIOR TO
           2002).

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

2.1     VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS

        If there are matching contributions subject to a vesting schedule that
        does not satisfy EGTRRA, then unless otherwise elected below, for
        participants who complete an hour of service in a plan year beginning
        after December 31, 2001, the following vesting schedule will apply to
        all matching contributions subject to a vesting schedule:

        If the plan has a graded vesting schedule (i.e., the vesting schedule
        includes a vested percentage that is more than 0% and less than 100%)
        the following will apply:

              Years of vesting service           Nonforfeitable percentage

                       2                                  20%
                       3                                  40%
                       4                                  60%
                       5                                  80%
                       6                                 100%

        If the plan does not have a graded vesting schedule, then matching
        contributions will be nonforfeitable upon the completion of 3 years of
        vesting service.

                                       1
<PAGE>

        In lieu of the above vesting schedule, the employer elects the following
        schedule:
        a. [ ] 3 year cliff (a participant's accrued benefit derived from
               employer matching contributions shall be nonforfeitable upon the
               participant's completion of three years of vesting service).
        b. [ ] 6 year graded schedule (20% after 2 years of vesting service and
               an additional 20% for each year thereafter).
        c. [ ] Other (must be at least as liberal as a. or the b. above):

              Years of vesting service           Nonforfeitable percentage

                       ______                             ______%
                       ______                             ______%
                       ______                             ______%
                       ______                             ______%
                       ______                             ______%

        The vesting schedule set forth herein shall only apply to participants
        who complete an hour of service in a plan year beginning after December
        31, 2001, and, unless the option below is elected, shall apply to ALL
        matching contributions subject to a vesting schedule.
        d. [ ] The vesting schedule will only apply to matching contributions
               made in plan years beginning after December 31, 2001 (the prior
               schedule will apply to matching contributions made in prior plan
               years).

2.2     EXCLUSION OF ROLLOVERS IN APPLICATION OF INVOLUNTARY CASH-OUT PROVISIONS
        (FOR PROFIT SHARING AND 401(K) PLANS ONLY). If the plan is not subject
        to the qualified joint and survivor annuity rules and includes
        involuntary cash-out provisions, then unless one of the options below is
        elected, effective for distributions made after December 31, 2001,
        rollover contributions will be excluded in determining the value of the
        participant's nonforfeitable account balance for purposes of the plan's
        involuntary cash-out rules.
        a. [ ] Rollover contributions will not be excluded.
        b. [ ] Rollover contributions will be excluded only with respect to
               distributions made after ________. (Enter a date no earlier than
               December 31, 2001.)
        c. [ ] Rollover contributions will only be excluded with respect to
               participants who separated from service after ________. (Enter a
               date. The date may be earlier than December 31, 2001.)

2.3     SUSPENSION PERIOD OF HARDSHIP DISTRIBUTIONS. If the plan provides for
        hardship distributions upon satisfaction of the safe harbor (deemed)
        standards as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv),
        then, unless the option below is elected, the suspension period
        following a hardship distribution shall only apply to hardship
        distributions made after December 31, 2001.

           [ ] With regard to hardship distributions made during 2001, a
               participant shall be prohibited from making elective deferrals
               and employee contributions under this and all other plans until
               the later of January 1, 2002, or 6 months after receipt of the
               distribution.

2.4     CATCH-UP CONTRIBUTIONS (FOR 401(K) PROFIT SHARING PLANS ONLY): The plan
        permits catch-up contributions (Article VI) unless the option below is
        elected.

           [ ] The plan does not permit catch-up contributions to be made.

                                   ARTICLE III
                        VESTING OF MATCHING CONTRIBUTIONS

3.1     APPLICABILITY. This Article shall apply to participants who complete an
        Hour of Service after December 31, 2001, with respect to accrued
        benefits derived from employer matching contributions made in plan years
        beginning after December 31, 2001. Unless otherwise elected by the
        employer in Section 2.1 above, this Article shall also apply to all such
        participants with respect to accrued benefits derived from employer
        matching contributions made in plan years beginning prior to January 1,
        2002.

3.2     VESTING SCHEDULE. A participant's accrued benefit derived from employer
        matching contributions shall vest as provided in Section 2.1 of this
        amendment.

                                   ARTICLE IV
                              INVOLUNTARY CASH-OUTS

4.1     APPLICABILITY AND EFFECTIVE DATE. If the plan provides for involuntary
        cash-outs of amounts less than $5,000, then unless otherwise elected in
        Section 2.2 of this amendment, this Article shall apply for
        distributions made after December 31, 2001, and shall apply to all
        participants. However, regardless of the preceding, this Article shall
        not apply if the plan is subject to the qualified joint and survivor
        annuity requirements of Sections 401(a)(11) and 417 of the Code.


                                       2
<PAGE>

4.2     ROLLOVERS DISREGARDED IN DETERMINING VALUE OF ACCOUNT BALANCE FOR
        INVOLUNTARY DISTRIBUTIONS. For purposes of the Sections of the plan that
        provide for the involuntary distribution of vested accrued benefits of
        $5,000 or less, the value of a participant's nonforfeitable account
        balance shall be determined without regard to that portion of the
        account balance that is attributable to rollover contributions (and
        earnings allocable thereto) within the meaning of Sections 402(c),
        403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If
        the value of the participant's nonforfeitable account balance as so
        determined is $5,000 or less, then the plan shall immediately distribute
        the participant's entire nonforfeitable account balance.

                                    ARTICLE V
                             HARDSHIP DISTRIBUTIONS

5.1     APPLICABILITY AND EFFECTIVE DATE. If the plan provides for hardship
        distributions upon satisfaction of the safe harbor (deemed) standards as
        set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then this Article
        shall apply for calendar years beginning after 2001.

5.2     SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION. A participant who
        receives a distribution of elective deferrals after December 31, 2001,
        on account of hardship shall be prohibited from making elective
        deferrals and employee contributions under this and all other plans of
        the employer for 6 months after receipt of the distribution.
        Furthermore, if elected by the employer in Section 2.3 of this
        amendment, a participant who receives a distribution of elective
        deferrals in calendar year 2001 on account of hardship shall be
        prohibited from making elective deferrals and employee contributions
        under this and all other plans until the later of January 1, 2002, or 6
        months after receipt of the distribution.

                                   ARTICLE VI
                             CATCH-UP CONTRIBUTIONS

CATCH-UP CONTRIBUTIONS. Unless otherwise elected in Section 2.4 of this
amendment, all employees who are eligible to make elective deferrals under this
plan and who have attained age 50 before the close of the plan year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limitations of, Section 414(v) of the Code. Such catch-up contributions shall
not be taken into account for purposes of the provisions of the plan
implementing the required limitations of Sections 402(g) and 415 of the Code.
The plan shall not be treated as failing to satisfy the provisions of the plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.

                                   ARTICLE VII
                         INCREASE IN COMPENSATION LIMIT

INCREASE IN COMPENSATION LIMIT. The annual compensation of each participant
taken into account in determining allocations for any plan year beginning after
December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living
increases in accordance with Section 401(a)(17)(B) of the Code. Annual
compensation means compensation during the plan year or such other consecutive
12-month period over which compensation is otherwise determined under the plan
(the determination period). If this is a target benefit plan, then except as
otherwise elected in Section 2.5 of this amendment, for purposes of determining
benefit accruals in a plan year beginning after December 31, 2001, compensation
for any prior determination period shall be limited to $200,000. The
cost-of-living adjustment in effect for a calendar year applies to annual
compensation for the determination period that begins with or within such
calendar year.

                             ARTICLE VIII PLAN LOANS

PLAN LOANS FOR OWNER-EMPLOYEES OR SHAREHOLDER-EMPLOYEES. If the plan permits
loans to be made to participants, then effective for plan loans made after
December 31, 2001, plan provisions prohibiting loans to any owner-employee or
shareholder-employee shall cease to apply.

                                   ARTICLE IX
              LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)

9.1     EFFECTIVE DATE. This Section shall be effective for limitation years
        beginning after December 31, 2001.

                                       3
<PAGE>

9.2     MAXIMUM ANNUAL ADDITION. Except to the extent permitted under Article VI
        of this amendment and Section 414(v) of the Code, if applicable, the
        annual addition that may be contributed or allocated to a participant's
        account under the plan for any limitation year shall not exceed the
        lesser of:

        a.      $40,000, as adjusted for increases in the cost-of-living under
                Section 415(d) of the Code, or

        b.      100 percent of the participant's compensation, within the
                meaning of Section 415(c)(3) of the Code, for the limitation
                year.

        The compensation limit referred to in b. shall not apply to any
        contribution for medical benefits after separation from service (within
        the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which
        is otherwise treated as an annual addition.

                                    ARTICLE X
                         MODIFICATION OF TOP-HEAVY RULES

10.1    EFFECTIVE DATE. This Article shall apply for purposes of determining
        whether the plan is a top-heavy plan under Section 416(g) of the Code
        for plan years beginning after December 31, 2001, and whether the plan
        satisfies the minimum benefits requirements of Section 416(c) of the
        Code for such years. This Article amends the top-heavy provisions of the
        plan.

10.2    DETERMINATION OF TOP-HEAVY STATUS.

10.2.1  KEY EMPLOYEE. Key employee means any employee or former employee
        (including any deceased employee) who at any time during the plan year
        that includes the determination date was an officer of the employer
        having annual compensation greater than $130,000 (as adjusted under
        Section 416(i)(1) of the Code for plan years beginning after December
        31, 2002), a 5-percent owner of the employer, or a 1-percent owner of
        the employer having annual compensation of more than $150,000. For this
        purpose, annual compensation means compensation within the meaning of
        Section 415(c)(3) of the Code. The determination of who is a key
        employee will be made in accordance with Section 416(i)(1) of the Code
        and the applicable regulations and other guidance of general
        applicability issued thereunder.

10.2.2  DETERMINATION OF PRESENT VALUES AND AMOUNTS. This Section 10.2.2 shall
        apply for purposes of determining the present values of accrued benefits
        and the amounts of account balances of employees as of the determination
        date.

        A.      DISTRIBUTIONS DURING YEAR ENDING ON THE DETERMINATION DATE. The
                present values of accrued benefits and the amounts of account
                balances of an employee as of the determination date shall be
                increased by the distributions made with respect to the employee
                under the plan and any plan aggregated with the plan under
                Section 416(g)(2) of the Code during the 1-year period ending on
                the determination date. The preceding sentence shall also apply
                to distributions under a terminated plan which, had it not been
                terminated, would have been aggregated with the plan under
                Section 416(g)(2)(A)(i) of the Code. In the case of a
                distribution made for a reason other than separation from
                service, death, or disability, this provision shall be applied
                by substituting "5-year period" for "1-year period."

        B.      EMPLOYEES NOT PERFORMING SERVICES DURING YEAR ENDING ON THE
                DETERMINATION DATE. The accrued benefits and accounts of any
                individual who has not performed services for the employer
                during the 1-year period ending on the determination date shall
                not be taken into account.

10.3    MINIMUM BENEFITS.

10.3.1  MATCHING CONTRIBUTIONS. Employer matching contributions shall be taken
        into account for purposes of satisfying the minimum contribution
        requirements of Section 416(c)(2) of the Code and the plan. The
        preceding sentence shall apply with respect to matching contributions
        under the plan or, if the plan provides that the minimum contribution
        requirement shall be met in another plan, such other plan. Employer
        matching contributions that are used to satisfy the minimum contribution
        requirements shall be treated as matching contributions for purposes of
        the actual contribution percentage test and other requirements of
        Section 401(m) of the Code.

10.3.2  CONTRIBUTIONS UNDER OTHER PLANS. The employer may provide, in an
        addendum to this amendment, that the minimum benefit requirement shall
        be met in another plan (including another plan that consists solely of a
        cash or deferred arrangement which meets the requirements of Section
        401(k)(12) of the Code and matching contributions with respect to which
        the requirements of Section 401(m)(11) of the Code are met). The
        addendum should include the name of the other plan, the minimum benefit
        that will be provided under such other plan, and the employees who will
        receive the minimum benefit under such other plan.

                                       4
<PAGE>

                                   ARTICLE XI
                                DIRECT ROLLOVERS

11.1    EFFECTIVE DATE. This Article shall apply to distributions made after
        December 31, 2001.

11.2    MODIFICATION OF DEFINITION OF ELIGIBLE RETIREMENT PLAN. For purposes of
        the direct rollover provisions of the plan, an eligible retirement plan
        shall also mean an annuity contract described in Section 403(b) of the
        Code and an eligible plan under Section 457(b) of the Code which is
        maintained by a state, political subdivision of a state, or any agency
        or instrumentality of a state or political subdivision of a state and
        which agrees to separately account for amounts transferred into such
        plan from this plan. The definition of eligible retirement plan shall
        also apply in the case of a distribution to a surviving spouse, or to a
        spouse or former spouse who is the alternate payee under a qualified
        domestic relation order, as defined in Section 414(p) of the Code.

11.3    MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER DISTRIBUTION TO EXCLUDE
        HARDSHIP DISTRIBUTIONS. For purposes of the direct rollover provisions
        of the plan, any amount that is distributed on account of hardship shall
        not be an eligible rollover distribution and the distributee may not
        elect to have any portion of such a distribution paid directly to an
        eligible retirement plan.

11.4    MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER DISTRIBUTION TO INCLUDE
        AFTER-TAX EMPLOYEE CONTRIBUTIONS. For purposes of the direct rollover
        provisions in the plan, a portion of a distribution shall not fail to be
        an eligible rollover distribution merely because the portion consists of
        after-tax employee contributions which are not includible in gross
        income. However, such portion may be transferred only to an individual
        retirement account or annuity described in Section 408(a) or (b) of the
        Code, or to a qualified defined contribution plan described in Section
        401(a) or 403(a) of the Code that agrees to separately account for
        amounts so transferred, including separately accounting for the portion
        of such distribution which is includible in gross income and the portion
        of such distribution which is not so includible.

                                   ARTICLE XII
                           ROLLOVERS FROM OTHER PLANS

ROLLOVERS FROM OTHER PLANS. The employer, operationally and on a
nondiscriminatory basis, may limit the source of rollover contributions that may
be accepted by this plan.

                                  ARTICLE XIII
                           REPEAL OF MULTIPLE USE TEST

REPEAL OF MULTIPLE USE TEST. The multiple use test described in Treasury
Regulation Section 1.401(m)-2 and the plan shall not apply for plan years
beginning after December 31, 2001.

                                   ARTICLE XIV
                               ELECTIVE DEFERRALS

14.1    ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION. No participant shall be
        permitted to have elective deferrals made under this plan, or any other
        qualified plan maintained by the employer during any taxable year, in
        excess of the dollar limitation contained in Section 402(g) of the Code
        in effect for such taxable year, except to the extent permitted under
        Article VI of this amendment and Section 414(v) of the Code, if
        applicable.

14.2    MAXIMUM SALARY REDUCTION CONTRIBUTIONS FOR SIMPLE PLANS. If this is a
        SIMPLE 401(k) plan, then except to the extent permitted under Article VI
        of this amendment and Section 414(v) of the Code, if applicable, the
        maximum salary reduction contribution that can be made to this plan is
        the amount determined under Section 408(p)(2)(A)(ii) of the Code for the
        calendar year.

                                   ARTICLE XV
                           SAFE HARBOR PLAN PROVISIONS

MODIFICATION OF TOP-HEAVY RULES. The top-heavy requirements of Section 416 of
the Code and the plan shall not apply in any year beginning after December 31,
2001, in which the plan consists solely of a cash or deferred arrangement which
meets the requirements of Section 401(k)(12) of the Code and matching
contributions with respect to which the requirements of Section 401(m)(11) of
the Code are met.

                                   ARTICLE XVI
                    DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT

16.1    EFFECTIVE DATE. This Article shall apply for distributions and
        transactions made after December 31, 2001, regardless of when the
        severance of employment occurred.

                                       5
<PAGE>

16.2    NEW DISTRIBUTABLE EVENT. A participant's elective deferrals, qualified
        nonelective contributions, qualified matching contributions, and
        earnings attributable to these contributions shall be distributed on
        account of the participant's severance from employment. However, such a
        distribution shall be subject to the other provisions of the plan
        regarding distributions, other than provisions that require a separation
        from service before such amounts may be distributed.

Except with respect to any election made by the employer in Article II, this
amendment is hereby adopted by the prototype sponsor on behalf of all adopting
employers on:

[SPONSOR'S SIGNATURE AND ADOPTION DATE ARE ON FILE WITH SPONSOR]

NOTE: THE EMPLOYER ONLY NEEDS TO EXECUTE THIS AMENDMENT IF AN ELECTION HAS BEEN
MADE IN ARTICLE II OF THIS AMENDMENT.

This amendment has been executed this _________________ day of
______________________________, ________.

Name of Employer: Aceto Corporation
                  ------------------------------

By: ____________________________________________
                     EMPLOYER

Name of Plan: Aceto Corporation 401(k) Retirement Plan
             -------------------------------------------






                                       6
<PAGE>








                                401(A)(9) MODEL
                                AMENDMENT TO THE

                    ACETO CORPORATION 401(K) RETIREMENT PLAN


<PAGE>

                   MINIMUM DISTRIBUTION REQUIREMENTS AMENDMENT

                                    ARTICLE I
                                 GENERAL RULES

1.1     EFFECTIVE DATE. Unless a later effective date is specified in Section
        6.1 of this Amendment, the provisions of this Amendment will apply for
        purposes of determining required minimum distributions for calendar
        years beginning with the 2002 calendar year.

1.2     COORDINATION WITH MINIMUM DISTRIBUTION REQUIREMENTS PREVIOUSLY IN
        EFFECT. If the effective date of this Amendment is earlier than calendar
        years beginning with the 2003 calendar year, required minimum
        distributions for 2002 under this Amendment will be determined as
        follows. If the total amount of 2002 required minimum distributions
        under the Plan made to the distributee prior to the effective date of
        this Amendment equals or exceeds the required minimum distributions
        determined under this Amendment, then no additional distributions will
        be required to be made for 2002 on or after such date to the
        distributee. If the total amount of 2002 required minimum distributions
        under the Plan made to the distributee prior to the effective date of
        this Amendment is less than the amount determined under this Amendment,
        then required minimum distributions for 2002 on and after such date will
        be determined so that the total amount of required minimum distributions
        for 2002 made to the distributee will be the amount determined under
        this Amendment.

1.3     PRECEDENCE. The requirements of this Amendment will take precedence over
        any inconsistent provisions of the Plan.

1.4     REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED. All distributions
        required under this Amendment will be determined and made in accordance
        with the Treasury regulations under Section 401(a)(9) of the Internal
        Revenue Code.

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

1.6     ADOPTION BY PROTOTYPE SPONSOR. Except as otherwise provided herein,
        pursuant to Section 5.01 of Revenue Procedure 2000-20, the sponsoring
        organization hereby adopts this amendment on behalf of all adopting
        employers.

                                   ARTICLE II
                         TIME AND MANNER OF DISTRIBUTION

2.1     REQUIRED BEGINNING DATE. The Participant's entire interest will be
        distributed, or begin to be distributed, to the Participant no later
        than the Participant's required beginning date.

2.2     DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN. If the Participant dies
        before distributions begin, the Participant's entire interest will be
        distributed, or begin to be distributed, no later than as follows:

        (a) If the Participant's surviving spouse is the Participant's sole
        designated beneficiary, then, except as provided in Article VI,
        distributions to the surviving spouse will begin by December 31 of the
        calendar year immediately following the calendar year in which the
        Participant died, or by December 31 of the calendar year in which the
        Participant would have attained age 70 1/2, if later.

        (b) If the Participant's surviving spouse is not the Participant's sole
        designated beneficiary, then, except as provided in Article VI,
        distributions to the designated beneficiary will begin by December 31 of
        the calendar year immediately following the calendar year in which the
        Participant died.

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

        (d) If the Participant's surviving spouse is the Participant's sole
        designated beneficiary and the surviving spouse dies after the
        Participant but before distributions to the surviving spouse begin, this
        Section 2.2, other than Section 2.2(a), will apply as if the surviving
        spouse were the Participant.

                                       1
<PAGE>

        For purposes of this Section 2.2 and Article IV, unless Section 2.2(d)
        applies, distributions are considered to begin on the Participant's
        required beginning date. If Section 2.2(d) applies, distributions are
        considered to begin on the date distributions are required to begin to
        the surviving spouse under Section 2.2(a). If distributions under an
        annuity purchased from an insurance company irrevocably commence to the
        Participant before the Participant's required beginning date (or to the
        Participant's surviving spouse before the date distributions are
        required to begin to the surviving spouse under Section 2.2(a)), the
        date distributions are considered to begin is the date distributions
        actually commence.

2.3     FORMS OF DISTRIBUTION. Unless the Participant's interest is distributed
        in the form of an annuity purchased from an insurance company or in a
        single sum on or before the required beginning date, as of the first
        distribution calendar year distributions will be made in accordance with
        Articles III and IV of this Amendment. If the Participant's interest is
        distributed in the form of an annuity purchased from an insurance
        company, distributions thereunder will be made in accordance with the
        requirements of Section 401(a)(9) of the Code and the Treasury
        regulations.

                                   ARTICLE III
          REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME

3.1     AMOUNT OF REQUIRED MINIMUM DISTRIBUTION FOR EACH DISTRIBUTION CALENDAR
        YEAR. During the Participant's lifetime, the minimum amount that will be
        distributed for each distribution calendar year is the lesser of:

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

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

3.2     LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR OF
        PARTICIPANT'S DEATH. Required minimum distributions will be determined
        under this Article 3 beginning with the first distribution calendar year
        and up to and including the distribution calendar year that includes the
        Participant's date of death.

                                   ARTICLE IV
            REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

4.1     DEATH ON OR AFTER DATE DISTRIBUTIONS BEGIN.

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

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

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

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

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

                                       2
<PAGE>

4.2     DEATH BEFORE DATE DISTRIBUTIONS BEGIN.

        (a) PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. Except as provided
        in Article VI, if the Participant dies before the date distributions
        begin and there is a designated beneficiary, the minimum amount that
        will be distributed for each distribution calendar year after the year
        of the Participant's death is the quotient obtained by dividing the
        Participant's account balance by the remaining life expectancy of the
        Participant's designated beneficiary, determined as provided in Section
        4.1.

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

        (c) DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO SURVIVING SPOUSE
        ARE REQUIRED TO BEGIN. If the Participant dies before the date
        distributions begin, the Participant's surviving spouse is the
        Participant's sole designated beneficiary, and the surviving spouse dies
        before distributions are required to begin to the surviving spouse under
        Section 2.2(a), this Section 4.2 will apply as if the surviving spouse
        were the Participant.

                              ARTICLE V DEFINITIONS

5.1     DESIGNATED BENEFICIARY. The individual who is designated as the
        Beneficiary under the Plan and is the designated beneficiary under
        Section 401(a)(9) of the Internal Revenue Code and Section
        1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

5.2     DISTRIBUTION CALENDAR YEAR. A calendar year for which a minimum
        distribution is required. For distributions beginning before the
        Participant's death, the first distribution calendar year is the
        calendar year immediately preceding the calendar year which contains the
        Participant's required beginning date. For distributions beginning after
        the Participant's death, the first distribution calendar year is the
        calendar year in which distributions are required to begin under Section
        2.2. The required minimum distribution for the Participant's first
        distribution calendar year will be made on or before the Participant's
        required beginning date. The required minimum distribution for other
        distribution calendar years, including the required minimum distribution
        for the distribution calendar year in which the Participant's required
        beginning date occurs, will be made on or before December 31 of that
        distribution calendar year.

5.3     LIFE EXPECTANCY. Life expectancy as computed by use of the Single Life
        Table in Section 1.401(a)(9)-9 of the Treasury regulations.

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

5.5     REQUIRED BEGINNING DATE. The date specified in the Plan when
        distributions under Section 401(a)(9) of the Internal Revenue Code are
        required to begin.

                                   ARTICLE VI
                          ADOPTION AGREEMENT ELECTIONS

THE QUESTIONS IN THIS ARTICLE VI ONLY NEED TO BE COMPLETED IN ORDER TO OVERRIDE
THE DEFAULT PROVISIONS SET FORTH BELOW. IF ALL OF THE DEFAULT PROVISIONS WILL
APPLY, THEN THESE QUESTIONS SHOULD BE SKIPPED.

UNLESS THE EMPLOYER ELECTS OTHERWISE IN THIS ARTICLE VI, THE FOLLOWING DEFAULTS
APPLY:

1)      THE MINIMUM DISTRIBUTION REQUIREMENTS ARE EFFECTIVE FOR DISTRIBUTION
        CALENDAR YEARS BEGINNING WITH THE 2002 CALENDAR YEAR UNLESS A LATER DATE
        IS SPECIFIED IN SECTION 6.1 OF THIS AMENDMENT.

2)      PARTICIPANTS OR BENEFICIARIES MAY ELECT ON AN INDIVIDUAL BASIS WHETHER
        THE 5-YEAR RULE OR THE LIFE EXPECTANCY RULE IN THE PLAN APPLIES TO
        DISTRIBUTIONS AFTER THE DEATH OF A PARTICIPANT WHO HAS A DESIGNATED
        BENEFICIARY.

                                       3
<PAGE>

6.1     EFFECTIVE DATE OF PLAN AMENDMENT FOR SECTION 401(A)(9) FINAL AND
        TEMPORARY TREASURY REGULATIONS.

        [ ]     This Amendment applies for purposes of determining required
                minimum distributions for distribution calendar years beginning
                with the 2003 calendar year, as well as required minimum
                distributions for the 2002 distribution calendar year that are
                made on or after (leave blank if this Amendment does not apply
                to any minimum distributions for the 2002 distribution calendar
                year).

6.2     ELECTION TO NOT PERMIT PARTICIPANTS OR BENEFICIARIES TO ELECT 5-YEAR
        RULE.

        Unless elected below, Participants or beneficiaries may elect on an
        individual basis whether the 5-year rule or the life expectancy rule in
        Sections 2.2 and 4.2 of this Amendment applies to distributions after
        the death of a Participant who has a designated beneficiary. The
        election must be made no later than the earlier of September 30 of the
        calendar year in which distribution would be required to begin under
        Section 2.2 of this Amendment, or by September 30 of the calendar year
        which contains the fifth anniversary of the Participant's (or, if
        applicable, surviving spouse's) death. If neither the Participant nor
        beneficiary makes an election under this paragraph, distributions will
        be made in accordance with Sections 2.2 and 4.2 of this Amendment and,
        if applicable, the elections in Section 6.3 of this Amendment below.

        [ ]     The provision set forth above in this Section 6.2 shall not
                apply. Rather, Sections 2.2 and 4.2 of this Amendment shall
                apply except as elected in Section 6.3 of this Amendment below.

6.3     ELECTION TO APPLY 5-YEAR RULE TO DISTRIBUTIONS TO DESIGNATED
        BENEFICIARIES.

        [ ]     If the Participant dies before distributions begin and there is
                a designated beneficiary, distribution to the designated
                beneficiary is not required to begin by the date specified in
                the Plan, but the Participant's entire interest will be
                distributed to the designated beneficiary by December 31 of the
                calendar year containing the fifth anniversary of the
                Participant's death. If the Participant's surviving spouse is
                the Participant's sole designated beneficiary and the surviving
                spouse dies after the Participant but before distributions to
                either the Participant or the surviving spouse begin, this
                election will apply as if the surviving spouse were the
                Participant.

                If the above is elected, then this election will apply to:

                [ ]      All distributions.

                [ ]      The following distributions: _____.

6.4     ELECTION TO ALLOW DESIGNATED BENEFICIARY RECEIVING DISTRIBUTIONS UNDER
        5-YEAR RULE TO ELECT LIFE EXPECTANCY DISTRIBUTIONS.

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




                                       4
<PAGE>

Except with respect to any election made by the employer in Article VI, this
amendment is hereby adopted by the prototype sponsoring organization on behalf
of all adopting employers on:

[SPONSOR'S SIGNATURE AND ADOPTION DATE ARE ON FILE WITH SPONSOR]

NOTE: THE EMPLOYER ONLY NEEDS TO EXECUTE THIS AMENDMENT IF AN ELECTION HAS BEEN
MADE IN ARTICLE VI OF THIS AMENDMENT.

This amendment has been executed this _________________ day of
______________________________, ________.

Name of Plan: Aceto Corporation 401(k) Retirement Plan
              ----------------------------------------

Name of Employer: Aceto Corporation
                 -------------------------------------

By:______________________________________
                 EMPLOYER

Name of Participating Employer: Aceto Agricultural Chemicals Corp.
                                ------------------------------------

By:______________________________________
           PARTICIPATING EMPLOYER







                                       5

<PAGE>

                         BOSTON FINANCIAL DATA SERVICES
                  DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I
                                   DEFINITIONS


                                   ARTICLE II
                                 ADMINISTRATION

2.1         POWERS AND RESPONSIBILITIES OF THE EMPLOYER ......................12
2.2         DESIGNATION OF ADMINISTRATIVE AUTHORITY ..........................13
2.3         ALLOCATION AND DELEGATION OF RESPONSIBILITIES ....................13
2.4         POWERS AND DUTIES OF THE ADMINISTRATOR ...........................13
2.5         RECORDS AND REPORTS ..............................................14
2.6         APPOINTMENT OF ADVISERS ..........................................14
2.7         INFORMATION FROM EMPLOYER ........................................14
2.8         PAYMENT OF EXPENSES ..............................................14
2.9         MAJORITY ACTIONS .................................................14
2.10        CLAIMS PROCEDURE .................................................15
2.11        CLAIMS REVIEW PROCEDURE ..........................................15

                                   ARTICLE III
                                   ELIGIBILITY

3.1         CONDITIONS OF ELIGIBILITY ........................................15
3.2         EFFECTIVE DATE OF PARTICIPATION ..................................15
3.3         DETERMINATION OF ELIGIBILITY .....................................16
3.4         TERMINATION OF ELIGIBILITY .......................................16
3.5         REHIRED EMPLOYEES AND BREAKS IN SERVICE ..........................16
3.6         ELECTION NOT TO PARTICIPATE ......................................17
3.7         CONTROL OF ENTITIES BY OWNER-EMPLOYEE ............................17

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1         FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION ..................17
4.2         TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION .......................17
4.3         ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS .............17
4.4         MAXIMUM ANNUAL ADDITIONS .........................................22
4.5         ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS ........................25
4.6         ROLLOVERS ........................................................26
4.7         PLAN TO PLAN TRANSFERS FROM QUALIFIED PLANS ......................27
4.8         VOLUNTARY EMPLOYEE CONTRIBUTIONS .................................27
4.9         QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS                        28
4.10        DIRECTED INVESTMENT ACCOUNT ......................................28
4.11        INTEGRATION IN MORE THAN ONE PLAN ................................30
4.12        QUALIFIED MILITARY SERVICE .......................................30


                                        i
<PAGE>

                                    ARTICLE V
                                   VALUATIONS

5.1         VALUATION OF THE TRUST FUND ......................................30
5.2         METHOD OF VALUATION ..............................................30

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1         DETERMINATION OF BENEFITS UPON RETIREMENT ........................30
6.2         DETERMINATION OF BENEFITS UPON DEATH .............................30
6.3         DETERMINATION OF BENEFITS IN EVENT OF DISABILITY .................31
6.4         DETERMINATION OF BENEFITS UPON TERMINATION .......................32
6.5         DISTRIBUTION OF BENEFITS .........................................33
6.6         DISTRIBUTION OF BENEFITS UPON DEATH ..............................37
6.7         TIME OF DISTRIBUTION .............................................40
6.8         DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY ................40
6.9         LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN ...................40
6.10        IN-SERVICE DISTRIBUTION ..........................................40
6.11        ADVANCE DISTRIBUTION FOR HARDSHIP ................................41
6.12        SPECIAL RULE FOR CERTAIN PROFIT SHARING PLANS ....................41
6.13        QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION ..................42
6.14        DIRECT ROLLOVERS .................................................42
6.15        TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN ....................42
6.16        ELECTIVE TRANSFERS OF BENEFITS TO OTHER PLANS ....................43

                                   ARTICLE VII
                              TRUSTEE AND CUSTODIAN

7.1         BASIC RESPONSIBILITIES OF THE TRUSTEE ............................43
7.2         INVESTMENT POWERS AND DUTIES OF DISCRETIONARY TRUSTEE ............44
7.3         INVESTMENT POWERS AND DUTIES OF NONDISCRETIONARY TRUSTEE .........46
7.4         POWERS AND DUTIES OF CUSTODIAN ...................................47
7.5         LIFE INSURANCE ...................................................48
7.6         LOANS TO PARTICIPANTS ............................................48
7.7         MAJORITY ACTIONS .................................................49
7.8         TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES ....................49
7.9         ANNUAL REPORT OF THE TRUSTEE .....................................50
7.10        AUDIT ............................................................50
7.11        RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE ...................50
7.12        TRANSFER OF INTEREST .............................................51
7.13        TRUSTEE INDEMNIFICATION ..........................................51
7.14        EMPLOYER SECURITIES AND REAL PROPERTY ............................51

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1         AMENDMENT ........................................................51


                                       ii
<PAGE>

8.2         TERMINATION ......................................................52
8.3         MERGER, CONSOLIDATION OR TRANSFER OF ASSETS ......................52

                                   ARTICLE IX
                              TOP HEAVY PROVISIONS

9.1         TOP HEAVY PLAN REQUIREMENTS ......................................52
9.2         DETERMINATION OF TOP HEAVY STATUS ................................53

                                    ARTICLE X
                                  MISCELLANEOUS

10.1        EMPLOYER ADOPTIONS ...............................................54
10.2        PARTICIPANT'S RIGHTS .............................................54
10.3        ALIENATION .......................................................54
10.4        CONSTRUCTION OF PLAN .............................................55
10.5        GENDER AND NUMBER ................................................55
10.6        LEGAL ACTION .....................................................55
10.7        PROHIBITION AGAINST DIVERSION OF FUNDS ...........................55
10.8        EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE .......................55
10.9        INSURER'S PROTECTIVE CLAUSE ......................................55
10.10       RECEIPT AND RELEASE FOR PAYMENTS .................................56
10.11       ACTION BY THE EMPLOYER ...........................................56
10.12       NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY ...............56
10.13       HEADINGS .........................................................56
10.14       APPROVAL BY INTERNAL REVENUE SERVICE .............................56
10.15       UNIFORMITY .......................................................56
10.16       PAYMENT OF BENEFITS ..............................................56

                                   ARTICLE XI
                             PARTICIPATING EMPLOYERS

11.1        ELECTION TO BECOME A PARTICIPATING EMPLOYER ......................57
11.2        REQUIREMENTS OF PARTICIPATING EMPLOYERS ..........................57
11.3        DESIGNATION OF AGENT .............................................57
11.4        EMPLOYEE TRANSFERS ...............................................57
11.5        PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES ............57
11.6        AMENDMENT ........................................................57
11.7        DISCONTINUANCE OF PARTICIPATION ..................................57
11.8        ADMINISTRATOR'S AUTHORITY ........................................58
11.9        PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE ................58

                                   ARTICLE XII
                           CASH OR DEFERRED PROVISIONS

12.1        FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION ..................58
12.2        PARTICIPANT'S SALARY REDUCTION ELECTION ..........................59
12.3        ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS .............61


                                       iii
<PAGE>

12.4        ACTUAL DEFERRAL PERCENTAGE TESTS .................................62
12.5        ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS ...................64
12.6        ACTUAL CONTRIBUTION PERCENTAGE TESTS .............................66
12.7        ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS ...............68
12.8        SAFE HARBOR PROVISIONS ...........................................71
12.9        ADVANCE DISTRIBUTION FOR HARDSHIP ................................72

                                  ARTICLE XIII
                            SIMPLE 401(K) PROVISIONS

13.1        SIMPLE 401(k) PROVISIONS .........................................73
13.2        DEFINITIONS ......................................................74
13.3        CONTRIBUTIONS ....................................................74
13.4        ELECTION AND NOTICE REQUIREMENTS .................................74
13.5        VESTING REQUIREMENTS .............................................75
13.6        TOP-HEAVY RULES ..................................................75
13.7        NONDISCRIMINATION TESTS ..........................................75


                                       iv
<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

        As used in this Plan, the following words and phrases shall have the
meanings set forth herein unless a different meaning is clearly required by the
context:

        1.1     "ACP" means the "Actual Contribution Percentage" determined
pursuant to Section 12.6(e).

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

        1.3     "ADP" means the "Actual Deferral Percentage" determined pursuant
to Section 12.4(e).

        1.4     "ADMINISTRATOR" means the Employer unless another person or
entity has been designated by the Employer pursuant to Section 2.2 to administer
the Plan on behalf of the Employer.

        1.5     "ADOPTION AGREEMENT" means the separate agreement which is
executed by the Employer and sets forth the elective provisions of this Plan and
Trust as specified by the Employer.

        1.6     "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).

        1.7     "ANNIVERSARY DATE" means the last day of the Plan Year.

        1.8     "ANNUITY STARTING DATE" means, with respect to any Participant,
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 entitles the Participant to such benefit.

        1.9     "BENEFICIARY" means the person (or entity) to whom all or a
portion of a deceased Participant's interest in the Plan is payable, subject to
the restrictions of Sections 6.2 and 6.6.

        1.10    "CODE" means the Internal Revenue Code of 1986, as amended.

        1.11    "COMPENSATION" with respect to any Participant means one of the
following as elected in the Adoption Agreement:

                (a)     Information required to be reported under Code Sections
        6041, 6051 and 6052 (Wages, tips and other compensation as reported on
        Form W-2). Compensation means wages, within the meaning of Code Section
        3401(a), and all other payments of compensation to an Employee by the
        Employer (in the course of the Employer's trade or business) for which
        the Employer is required to furnish the Employee a written statement
        under Code Sections 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)).

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

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

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


                                       1
<PAGE>

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

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

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

                However, Compensation for any Self-Employed Individual shall be
equal to Earned Income. Compensation shall include only that Compensation which
is actually paid to the Participant during the determination period. Except as
otherwise provided in this Plan, the determination period shall be the period
elected by the Employer in the Adoption Agreement. If the Employer makes no
election, the determination period shall be the Plan Year.

                Notwithstanding the above, if elected in the Adoption Agreement,
Compensation shall include all of the following types of elective contributions
and all of the following types of deferred compensation:

                (a)     Elective contributions that are made by the Employer on
        behalf of a Participant that are not includible in gross income under
        Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b), and for Plan Years
        beginning on or after January 1, 2001 (or as of a date, no earlier than
        January 1, 1998, as specified in an addendum to the Adoption Agreement),
        132(f)(4);

                (b)     Compensation deferred under an eligible deferred
        compensation plan within the meaning of Code Section 457(b); and

                (c)     Employee contributions (under governmental plans)
        described in Code Section 414(h)(2) that are picked up by the employing
        unit and thus are treated as Employer contributions.

                For Plan Years beginning on or after January 1, 1989, and before
January 1, 1994, the annual Compensation of each Participant taken into account
for determining all benefits provided under the Plan for any Plan Year shall not
exceed $200,000. This limitation shall be adjusted by the Secretary at the same
time and in the same manner as under Code Section 415(d), except that the dollar
increase in effect on January 1 of any calendar year is effective for Plan Years
beginning in such calendar year and the first adjustment to the $200,000
limitation is effective on January 1, 1990.

                For Plan Years beginning on or after January 1, 1994,
Compensation in excess of $150,000 (or such other amount provided in the Code)
shall be disregarded for all purposes other than for purposes of salary deferral
elections. Such amount shall be 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
determination period beginning in such calendar year. If a determination period
consists of fewer than twelve (12) months, the $150,000 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 twelve (12).

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

                Notwithstanding the foregoing, except as otherwise elected in a
non-standardized Adoption Agreement, the family member aggregation rules of Code
Sections 401(a)(17) and 414(q)(6) as in effect prior to the enactment of the
Small Business Job Protection Act of 1996 shall not apply to this Plan effective
with respect to Plan Years beginning after December 31, 1996.

                If, in the Adoption Agreement, the Employer elects to exclude a
class of Employees from the Plan, then Compensation for any Employee who becomes
eligible or ceases to be eligible to participate during a determination period
shall only include Compensation while the Employee is an Eligible Employee.

                If, in connection with the adoption of any amendment, the
definition of Compensation has been modified, then, except as otherwise provided
herein, for Plan Years prior to the Plan Year which includes the adoption date
of such amendment, Compensation means compensation determined pursuant to the
terms of the Plan then in effect.


                                       2
<PAGE>

        1.12    "CONTRACT" OR "POLICY" means any life insurance policy,
retirement income policy, or annuity contract (group or individual) issued by
the Insurer. In the event of any conflict between the terms of this Plan and the
terms of any contract purchased hereunder, the Plan provisions shall control.

        1.13    "DESIGNATED INVESTMENT ALTERNATIVE" means a specific investment
identified by name by the Employer (or such other Fiduciary who has been given
the authority to select investment options) as an available investment under the
Plan to which Plan assets may be invested by the Trustee pursuant to the
investment direction of a Participant.

        1.14    "DIRECTED INVESTMENT OPTION" means a Designated Investment
Alternative and any other investment permitted by the Plan and the Participant
Direction Procedures to which Plan assets may be invested pursuant to the
investment direction of a Participant.

        1.15    "EARLY RETIREMENT DATE" means the date specified in the Adoption
Agreement on which a Participant or Former Participant has satisfied the
requirements specified in the Adoption Agreement (Early Retirement Age). If
elected in the Adoption Agreement, a Participant shall become fully Vested upon
satisfying such requirements if the Participant is still employed at the Early
Retirement Age.

                A Former Participant who separates from service after satisfying
any service requirement but before satisfying the age requirement for Early
Retirement Age and who thereafter reaches the age requirement contained herein
shall be entitled to receive benefits under this Plan (other than any
accelerated vesting and allocations of Employer Contributions) as though the
requirements for Early Retirement Age had been satisfied.

        1.16    "EARNED INCOME" means the net earnings from self-employment in
the trade or business with respect to which the Plan is established, for which
the personal services of the individual are a material income-producing factor.
Net earnings will be determined without regard to items not included in gross
income and the deductions allocable to such items. Net earnings are reduced by
contributions made by the Employer to a qualified plan to the extent deductible
under Code Section 404. In addition, net earnings shall be determined with
regard to the deduction allowed to the taxpayer by Code Section 164(f), for
taxable years beginning after December 31, 1989.

        1.17    "ELECTIVE DEFERRALS" means the Employer's contributions to the
Plan that are made pursuant to a Participant's deferral election pursuant to
Section 12.2, excluding any such amounts distributed as "excess annual
additions" pursuant to Section 4.5. Elective Deferrals shall be subject to the
requirements of Sections 12.2(b) and 12.2(c) and shall, except as otherwise
provided herein, be required to satisfy the nondiscrimination requirements of
Regulation 1.401(k)-1(b)(2), the provisions of which are specifically
incorporated herein by reference.

        1.18    "ELIGIBLE EMPLOYEE" means any Eligible Employee as elected in
the Adoption Agreement and as provided herein. With respect to a
non-standardized Adoption Agreement, an individual shall not be an "Eligible
Employee" if such individual is not reported on the payroll records of the
Employer as a common law employee. In particular, it is expressly intended that
individuals not treated as common law employees by the Employer on its payroll
records are not "Eligible Employees" and are excluded from Plan participation
even if a court or administrative agency determines that such individuals are
common law employees and not independent contractors. Furthermore, with respect
to a non-standardized Adoption Agreement, Employees of an Affiliated Employer
will not be treated as "Eligible Employees" prior to the date the Affiliated
Employer adopts the Plan as a Participating Employer.

                Except as otherwise provided in this paragraph, if the Employer
does not elect in the Adoption Agreement to include Employees who became
Employees as the result of a "Code Section 410(b)(6)(C) transaction," then such
Employees will only be "Eligible Employees" after the expiration of the
transition period beginning on the date of the transaction and ending on the
last day of the first Plan Year beginning after the date of the transaction. A
"Code Section 410(b)(6)(C) transaction" is an asset or stock acquisition,
merger, or similar transaction involving a change in the Employer of the
Employees of a trade or business that is subject to the special rules set forth
in Code Section 410(b)(6)(C). However, regardless of any election made in the
Adoption Agreement, if a separate entity becomes an Affiliate Employer as the
result of a "Code Section 410(b)(6)(C) transaction," then Employees of such
separate entity will not be treated as "Eligible Employees" prior to the date
the entity adopts the Plan as a Participating Employer or, with respect to a
standardized Adoption Agreement, if earlier, the expiration of the transition
period set forth above.

                If, in the Adoption Agreement, the Employer elects to exclude
union employees, then Employees whose employment is governed by a collective
bargaining agreement between the Employer and "employee representatives" under
which retirement benefits were the subject of good faith bargaining and if two
percent (2%) or less of the Employees covered pursuant to that agreement are
professionals as defined in Regulation 1.410(b)-9, shall not be eligible to
participate in this Plan. For this purpose, the term "employee representatives"
does not include any organization more than half of whose members are employees
who are owners, officers, or executives of the Employer.

                If, in the Adoption Agreement, the Employer elects to exclude
non-resident aliens, then Employees who are non-resident aliens (within the
meaning of


                                       3
<PAGE>

Code Section 7701(b)(1)(B)) who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer which constitutes income from sources
within the United States (within the meaning of Code Section 861(a)(3)) shall
not be eligible to participate in this Plan.

        1.19    "EMPLOYEE" means any person who is employed by the Employer. The
term "Employee" shall also include any person who is an employee of an
Affiliated Employer and any Leased Employee deemed to be an Employee as provided
in Code Section 414(n) or (o).

        1.20    "EMPLOYER" means the entity specified in the Adoption Agreement,
any successor which shall maintain this Plan and any predecessor which has
maintained this Plan. In addition, unless the context means otherwise, the term
"Employer" shall include any Participating Employer (as defined in Section 11.1)
which shall adopt this Plan.

        1.21    "EXCESS AGGREGATE CONTRIBUTIONS" means, with respect to any Plan
Year, the excess of:

                (a)     The aggregate "Contribution Percentage Amounts" (as
        defined in Section 12.6) actually made on behalf of Highly Compensated
        Participants for such Plan Year and taken into account in computing the
        numerator of the ACP, over

                (b)     The maximum "Contribution Percentage Amounts" permitted
        by the ACP test in Section 12.6 (determined by reducing contributions
        made on behalf of Highly Compensated Participants in order of their
        "Contribution Percentages" beginning with the highest of such
        percentages).

                Such determination shall be made after first taking into account
corrections of any Excess Deferrals pursuant to Section 12.2 and then taking
into account adjustments of any Excess Contributions pursuant to Section 12.5.

        1.22    "EXCESS COMPENSATION" means, with respect to a Plan that is
integrated with Social Security (permitted disparity), a Participant's
Compensation which is in excess of the integration level elected in the Adoption
Agreement.

                However, if Compensation is based on less than a twelve (12)
month determination period, Excess Compensation shall be determined by reducing
the integration level by a fraction, the numerator of which is the number of
full months in the short period and the denominator of which is twelve (12).

        1.23    "EXCESS CONTRIBUTIONS" means, with respect to any Plan Year, the
excess of:

                (a)     The aggregate amount of Employer contributions actually
        made on behalf of Highly Compensated Participants for such Plan Year and
        taken into account in computing the numerator of the ADP, over

                (b)     The maximum amount of such contributions permitted by
        the ADP test in Section 12.4 (determined by hypothetically reducing
        contributions made on behalf of Highly Compensated Participants in order
        of the actual deferral ratios, beginning with the highest of such
        ratios).

                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 Deferrals previously distributed to such affected Highly Compensated
Participant for the Participant's taxable year ending with or within such Plan
Year.

        1.24    "EXCESS DEFERRALS" means, with respect to any taxable year of a
Participant, those elective deferrals (within the meaning of Code Section
402(g)) that are includible in the Participant's gross income under Code Section
402(g) to the extent such Participant's elective deferrals for the taxable year
exceed the dollar limitation under such Code Section. Excess Deferrals shall be
treated as an "Annual Addition" pursuant to Section 4.4 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 in which the
Excess Deferral was made. Additionally, for purposes of Sections 4.3(f) and 9.2,
Excess Deferrals shall continue to be treated as Employer contributions even if
distributed pursuant to Section 12.2(e). However, Excess Deferrals of Non-Highly
Compensated Participants are not taken into account for purposes of Section
12.4.

        1.25    "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.

        1.26    "FISCAL YEAR" means the Employer's accounting year.


                                       4
<PAGE>

        1.27    "FORFEITURE" means, with respect to a Former Participant who has
severed employment, that portion of the Participant's Account that is not
Vested. Unless otherwise elected in the Adoption Agreement, Forfeitures occur
pursuant to (a) below.

                (a)     A Forfeiture will occur on the earlier of:

                (1)     The last day of the Plan Year in which a Former
                Participant who has severed employment with the Employer incurs
                five (5) consecutive 1-Year Breaks in Service, or

                (2)     The distribution of the entire Vested portion of the
                Participant's Account of a Former Participant who has severed
                employment with the Employer. For purposes of this provision, if
                the Former Participant has a Vested benefit of zero, then such
                Former Participant shall be deemed to have received a
                distribution of such Vested benefit as of the year in which the
                severance of employment occurs.

                (b)     If elected in the Adoption Agreement, a Forfeiture will
        occur as of the last day of the Plan Year in which the Former
        Participant incurs five (5) 1-Year Breaks in Service.

                Regardless of the preceding provisions, if a Former Participant
is eligible to share in the allocation of Employer contributions or Forfeitures
in the year in which the Forfeiture would otherwise occur, then the Forfeiture
will not occur until the end of the first Plan Year for which the Former
Participant is not eligible to share in the allocation of Employer contributions
or Forfeitures. Furthermore, the term "Forfeiture" shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

        1.28    "FORMER PARTICIPANT" means a person who has been a Participant,
but who has ceased to be a Participant for any reason.

        1.29    "414(S) COMPENSATION" means any definition of compensation that
satisfies the nondiscrimination requirements of Code Section 414(s) and the
Regulations thereunder. The period for determining 414(s) Compensation must be
either the Plan Year or the calendar year ending with or within the Plan Year.
An Employer may further limit the period taken into account to that part of the
Plan Year or calendar year in which an Employee was a Participant in the
component of the Plan being tested. The period used to determine 414(s)
Compensation must be applied uniformly to all Participants for the Plan Year.

        1.30    "415 COMPENSATION" means, with respect to any Participant, such
Participant's (a) Wages, tips and other compensation on Form W-2, (b) Section
3401(a) wages or (c) 415 safe-harbor compensation as elected in the Adoption
Agreement for purposes of Compensation. 415 Compensation shall be based on the
full Limitation Year regardless of when participation in the Plan commences.
Furthermore, regardless of any election made in the Adoption Agreement, with
respect to Limitation Years beginning after December 31, 1997, 415 Compensation
shall include any elective deferral (as defined in Code Section 402(g)(3)) and
any amount which is contributed or deferred by the Employer at the election of
the Participant and which is not includible in the gross income of the
Participant by reason of Code Section 125, 457, and, for Limitation Years
beginning on or after January 1, 2001 (or as of a date, no earlier than January
1, 1998, as specified in an addendum to the Adoption Agreement), 132(f)(4). For
Limitation Years beginning prior to January 1, 1998, 415 Compensation shall
exclude such amounts.

                Except as otherwise provided herein, if, in connection with the
adoption of any amendment, the definition of 415 Compensation has been modified,
then for Plan Years prior to the Plan Year which includes the adoption date of
such amendment, 415 Compensation means compensation determined pursuant to the
terms of the Plan then in effect.

        1.31    "HIGHLY COMPENSATED EMPLOYEE" means, effective for Plan Years
beginning after December 31, 1996, an Employee described in Code Section 414(q)
and the Regulations thereunder, and generally means any Employee who:

                (a)     was a "five percent (5%) owner" as defined in Section
        1.37(c) at any time during the "determination year" or the "look-back
        year"; or

                (b)     for the "look-back year" had 415 Compensation from the
        Employer in excess of $80,000 and, if elected in the Adoption Agreement,
        was in the Top-Paid Group for the "look-back year." The $80,000 amount
        is adjusted at the same time and in the same manner as under Code
        Section 415(d), except that the base period is the calendar quarter
        ending September 30, 1996.

                The "determination year" means the Plan Year for which testing
is being performed and the "look-back year" means the immediately preceding
twelve (12) month period. However, if the calendar year data election is made in
the Adoption Agreement, for purposes of (b) above, the "look-back year" shall be
the calendar year beginning within the twelve (12) month period immediately
preceding the "determination year." Notwithstanding the preceding sentence, if
the calendar year data election is effective with respect to a Plan Year
beginning in 1997, then for such Plan Year the "look-back year" shall be the
calendar year ending with or within the Plan Year for which testing is being
performed, and the "determination year" shall be the period of time, if any,
which extends beyond the "look-back year" and ends on the last day of the Plan
Year for which testing is being performed.


                                       5
<PAGE>

                A highly compensated former employee is based on the rules
applicable to determining highly compensated employee status as in effect for
that "determination year," in accordance with Regulation 1.414(q)-1T, A-4 and
IRS Notice 97-45 (or any superseding guidance).

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

                For purposes of this Section, for Plan Years beginning prior to
January 1, 1998, the determination of 415 Compensation shall be made by
including amounts that would otherwise be excluded from a Participant's gross
income by reason of the application of Code Sections 125, 402(e)(3),
402(h)(1)(B) and, for Plan Years beginning on or after January 1, 2001 (or as of
a date, no earlier than January 1, 1998, as specified in an addendum to the
Adoption Agreement), 132(f)(4), and, in the case of Employer contributions made
pursuant to a salary reduction agreement, Code Section 403(b).

                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)) 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.

        1.32    "HIGHLY COMPENSATED PARTICIPANT" means any Highly Compensated
Employee who is eligible to participate in the component of the Plan being
tested.

        1.33    "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 (these
hours will be credited to the Employee for the computation period in which the
duties are performed); (2) each hour for which an 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, incapacity
(including disability), jury duty, lay-off, military duty or leave of absence)
during the applicable computation period (these hours will be calculated and
credited pursuant to Department of Labor regulation 2530.200b-2 which is
incorporated herein by reference); (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).

                Notwithstanding (2) above, (i) no more than 501 Hours of Service
are required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable workers' compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee. Furthermore, for
purposes of (2) above, a payment shall be deemed to be made by or due from the
Employer regardless of whether such payment is made by or due from the Employer
directly, or indirectly through, among others, a trust fund, or insurer, to
which the Employer contributes or pays premiums and regardless of whether
contributions made or due to the trust fund, insurer, or other entity are for
the benefit of particular Employees or are on behalf of a group of Employees in
the aggregate.

                Hours of Service will be credited for employment with all
Affiliated Employers and for any individual considered to be a Leased Employee
pursuant to Code Section 414(n) or 414(o) and the Regulations thereunder.
Furthermore, the provisions of Department of Labor regulations 2530.200b-2(b)
and (c) are incorporated herein by reference.

                Hours of Service will be determined on the basis of the method
elected in the Adoption Agreement.

        1.34    "INSURER" means any legal reserve insurance company which has
issued or shall issue one or more Contracts or Policies under the Plan.

        1.35    "INVESTMENT MANAGER" means a Fiduciary as described in Act
Section 3(38).

        1.36    "JOINT AND SURVIVOR ANNUITY" means an annuity for the life of a
Participant with a survivor annuity for the life of the Participant's spouse
which is not less than fifty percent (50%), nor more than one-hundred percent
(100%) of the amount of the annuity payable during the joint lives of the
Participant and the Participant's spouse which can be purchased with the
Participant's Vested interest in the Plan reduced by any outstanding loan
balances pursuant to Section 7.6.


                                       6
<PAGE>

        1.37    "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 such Employee's or former Employee's Beneficiaries)
is considered a Key Employee if, the individual at any time during the Plan Year
that contains the "Determination Date" (as defined in Section 9.2(c)) 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 fifty percent (50%) 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 (1/2%)
        interest and the largest interests in the Employer;

                (c)     a "five percent (5%) owner" of the Employer. "Five
        percent (5%) 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 value 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; and

                (d)     a "one percent (1%) owner" of the Employer having annual
        415 Compensation from the Employer of more than $150,000. "One percent
        (1%) 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 value
        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. In determining whether an individual has 415
Compensation of more than $150,000, 415 Compensation from each employer required
to be aggregated under Code Sections 414(b), (c), (m) and (o) shall be taken
into account. Furthermore, for purposes of this Section, for Plan Years
beginning prior to January 1, 1998, the determination of 415 Compensation shall
be made by including amounts that would otherwise be excluded from a
Participant's gross income by reason of the application of Code Sections 125,
402(e)(3), 402(h)(1)(B) and, for Plan Years beginning on or after January 1,
2001 (or as of a date, no earlier than January 1, 1998, as specified in an
addendum to the Adoption Agreement), 132(f)(4), and, in the case of Employer
contributions made pursuant to a salary reduction agreement, Code Section
403(b).

        1.38    "LATE RETIREMENT DATE" means the date of, or the first day of
the month or the Anniversary Date coinciding with or next following, whichever
corresponds to the election in the Adoption Agreement for the Normal Retirement
Date, a Participant's actual retirement after having reached the Normal
Retirement Date.

        1.39    "LEASED EMPLOYEE" means, effective with respect to Plan Years
beginning on or after January 1, 1997, any person (other than an Employee of the
recipient Employer) who, pursuant to an agreement between the recipient Employer
and any other person or entity ("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 performed under primary
direction or control by 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. Furthermore, Compensation for a Leased Employee shall
only include Compensation from the leasing organization that is attributable to
services performed for the recipient Employer.

                A Leased Employee shall not be considered an employee of the
recipient Employer if: (a) such employee is covered by a money purchase pension
plan providing: (1) a nonintegrated employer contribution rate of at least ten
percent (10%) of compensation, as defined in Code Section 415(c)(3), but for
Plan Years beginning prior to January 1, 1998, including amounts contributed
pursuant to a salary reduction agreement which are excludable from the
employee's gross income under Code Sections 125, 402(e)(3), 402(h)(1)(B),
403(b), or for Plan Years beginning on or after January 1, 2001 (or as of a
date, no earlier than January 1, 1998, as specified in an addendum to the
Adoption Agreement), 132(f)(4), (2) immediate participation, and (3) full and
immediate vesting; and (b) leased employees do not constitute more than twenty
percent (20%) of the recipient Employer's nonhighly compensated workforce.

        1.40    "LIMITATION YEAR" means the determination period used to
determine Compensation. However, the Employer may elect a different Limitation
Year in the Adoption Agreement or by adopting a written resolution to such
effect. All qualified plans maintained by the Employer must use the same
Limitation Year. Furthermore, unless there is a change to a new Limitation Year,
the Limitation Year will be a twelve (12) consecutive month period. In the case
of an initial Limitation Year, the Limitation Year will be the twelve (12)
consecutive month period ending on the last day of the period specified in the
Adoption


                                       7
<PAGE>

Agreement (or written resolution). If the Limitation Year is amended to a
different twelve (12) consecutive month period, the new "Limitation Year" must
begin on a date within the "Limitation Year" in which the amendment is made.

        1.41    "NET PROFIT" means, with respect to any Fiscal Year, the
Employer's net income or profit for such Fiscal Year determined upon the basis
of the Employer's books of account in accordance with generally accepted
accounting principles, without any reduction for taxes based upon income, or for
contributions made by the Employer to this Plan and any other qualified plan.

        1.42    "NON-ELECTIVE CONTRIBUTION" means the Employer's contributions
to the Plan other than Elective Deferrals, any Qualified Non-Elective
Contributions and any Qualified Matching Contributions. Employer matching
contributions which are not Qualified Matching Contributions shall be considered
a Non-Elective Contribution for purposes of the Plan.

        1.43    "NON-HIGHLY COMPENSATED PARTICIPANT" means any Participant who
is not a Highly Compensated Employee. However, if pursuant to Sections 12.4 or
12.6 the prior year testing method is used to calculate the ADP or the ACP, a
Non-Highly Compensated Participant shall be determined using the definition of
Highly Compensated Employee in effect for the preceding Plan Year.

        1.44    "NON-KEY EMPLOYEE" means any Employee or former Employee (and
such Employee's or former Employee's Beneficiaries) who is not, and has never
been, a Key Employee.

        1.45    "NORMAL RETIREMENT AGE" means the age elected in the Adoption
Agreement at which time a Participant's Account shall be nonforfeitable (if the
Participant is employed by the Employer on or after that date).

        1.46    "NORMAL RETIREMENT DATE" means the date elected in the Adoption
Agreement.

        1.47    "1-YEAR BREAK IN SERVICE" means, if the Hour of Service Method
is elected in the Adoption Agreement, the applicable computation period during
which an Employee or former Employee has not completed more than 500 Hours of
Service. Further, solely for the purpose of determining whether an Employee 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."
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, or, in any other
case, in the immediately following computation period. The Hours of Service
credited for a "maternity or paternity leave of absence" shall be those which
would normally have been credited but for such absence, or, in any case in which
the Administrator is unable to determine such hours normally credited, eight (8)
Hours of Service per day. The total Hours of Service required to be credited for
a "maternity or paternity leave of absence" shall not exceed the number of Hours
of Service needed to prevent the Employee from incurring a 1-Year Break in
Service.

                "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 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.

                If the Elapsed Time Method is elected in the Adoption Agreement,
a "1-Year Break in Service" means a twelve (12) consecutive month period
beginning on the severance from service date or any anniversary thereof and
ending on the next succeeding anniversary of such date; provided, however, that
the Employee or former Employee does not perform an Hour of Service for the
Employer during such twelve (12) consecutive month period.

        1.48    "OWNER-EMPLOYEE" means a sole proprietor who owns the entire
interest in the Employer or a partner (or member in the case of a limited
liability company treated as a partnership or sole proprietorship for federal
income tax purposes) who owns more than ten percent (10%) of either the capital
interest or the profits interest in the Employer and who receives income for
personal services from the Employer.

        1.49    "PARTICIPANT" means any Eligible Employee who has satisfied the
requirements of Section 3.2 and has not for any reason become ineligible to
participate further in the Plan.

        1.50    "PARTICIPANT DIRECTED ACCOUNT" means that portion of a
Participant's interest in the Plan with respect to which the Participant has
directed the investment in accordance with the Participant Direction Procedures.

        1.51    "PARTICIPANT DIRECTION PROCEDURES" means such instructions,
guidelines or policies, the terms of which are incorporated herein, as shall be
established pursuant to Section 4.10 and observed by the Administrator and
applied and provided to Participants who have Participant Directed Accounts.


                                       8
<PAGE>

        1.52    "PARTICIPANT'S ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to such
Participant's total interest under the Plan resulting from (a) the Employer's
contributions in the case of a Profit Sharing Plan or Money Purchase Plan, and
(b) the Employer's Non-Elective Contributions in the case of a 401(k) Profit
Sharing Plan. Separate accountings shall be maintained with respect to that
portion of a Participant's Account attributable to Employer matching
contributions and to Employer discretionary contributions made pursuant to
Section 12.1(a)(3).

        1.53    "PARTICIPANT'S COMBINED ACCOUNT" means the total aggregate
amount of a Participant's interest under the Plan resulting from Employer
contributions (including Elective Deferrals).

        1.54    "PARTICIPANT'S ELECTIVE DEFERRAL ACCOUNT" means the account
established and maintained by the Administrator for each Participant with
respect to such Participant's total interest in the Plan resulting from Elective
Deferrals. Amounts in the Participant's Elective Deferral Account are
nonforfeitable when made and are subject to the distribution restrictions of
Section 12.2(c).

        1.55    "PARTICIPANT'S ROLLOVER ACCOUNT" means the account established
and maintained by the Administrator for each Participant with respect to such
Participant's interest in the Plan resulting from amounts transferred from
another qualified plan or "conduit" Individual Retirement Account in accordance
with Section 4.6.

        1.56    "PARTICIPANT'S TRANSFER ACCOUNT" means the account established
and maintained by the Administrator for each Participant with respect to the
total interest in the Plan resulting from amounts transferred to this Plan from
a direct plan-to-plan transfer in accordance with Section 4.7.

        1.57    "PERIOD OF SERVICE" means the aggregate of all periods
commencing with an Employee's first day of employment or reemployment with the
Employer or an Affiliated Employer and ending on the first day of a Period of
Severance. The first day of employment or reemployment is the first day the
Employee performs an Hour of Service. An Employee will also receive partial
credit for any Period of Severance of less than twelve (12) consecutive months.
Fractional periods of a year will be expressed in terms of days.

                Periods of Service with any Affiliated Employer shall be
recognized. Furthermore, Periods of Service with any predecessor employer that
maintained this Plan shall be recognized. Periods of Service with any other
predecessor employer shall be recognized as elected in the Adoption Agreement.

                In determining Periods of Service for purposes of vesting under
the Plan, Periods of Service will be excluded as elected in the Adoption
Agreement and as specified in Section 3.5.

                In the event the method of crediting service is amended from the
Hour of Service Method to the Elapsed Time Method, an Employee will receive
credit for a Period of Service consisting of:

                (a)     A number of years equal to the number of Years of
        Service credited to the Employee before the computation period during
        which the amendment occurs; and

                (b)     The greater of (1) the Periods of Service that would be
        credited to the Employee under the Elapsed Time Method for service
        during the entire computation period in which the transfer occurs or (2)
        the service taken into account under the Hour of Service Method as of
        the date of the amendment.

                In addition, the Employee will receive credit for service
subsequent to the amendment commencing on the day after the last day of the
computation period in which the transfer occurs.

        1.58    "PERIOD OF SEVERANCE" means a continuous period of time during
which an Employee is not employed by the Employer. Such period begins on the
date the Employee retires, quits or is discharged, or if earlier, the twelve
(12) month anniversary of the date on which the Employee was otherwise first
absent from service.

                In the case of an individual who is absent from work for
"maternity or paternity" reasons, the twelve (12) consecutive month period
beginning on the first anniversary of the first day of such absence shall not
constitute a one year Period of Severance. For purposes of this paragraph, an
absence from work for "maternity or paternity" reasons means an absence (a) by
reason of the pregnancy of the individual, (b) by reason of the birth of a child
of the individual, (c) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or (d) for
purposes of caring for such child for a period beginning immediately following
such birth or placement.

        1.59    "PLAN" means this instrument (hereinafter referred to as Boston
Financial Data Services Defined Contribution Prototype Plan and Trust Basic Plan
Document #01) and the Adoption Agreement as adopted by the Employer, including
all amendments thereto and any addendum which is specifically permitted pursuant
to the terms of the Plan.

        1.60    "PLAN YEAR" means the Plan's accounting year as specified in the
Adoption Agreement. Unless there is a Short Plan Year, the Plan Year will be a
twelve-consecutive month period.


                                       9
<PAGE>

        1.61    "PRE-RETIREMENT SURVIVOR ANNUITY" means an immediate annuity for
the life of a Participant's spouse, the payments under which must be equal to
the benefit which can be provided with the percentage, as specified in the
Adoption Agreement, of the Participant's Vested interest in the Plan as of the
date of death. If no election is made in the Adoption Agreement, the percentage
shall be equal to fifty percent (50%). Furthermore, if less than one hundred
percent (100%) of the Participant's Vested interest in the Plan is used to
provide the Pre-Retirement Survivor Annuity, a proportionate share of each of
the Participant's accounts shall be used to provide the Pre-Retirement Survivor
Annuity.

        1.62    "QUALIFIED MATCHING CONTRIBUTION" means any Employer matching
contributions that are made pursuant to Sections 12.1(a)(2) if elected in the
Adoption Agreement, 12.5 and 12.7.

        1.63    "QUALIFIED MATCHING CONTRIBUTION ACCOUNT" means the account
established hereunder to which Qualified Matching Contributions are allocated.
Amounts in the Qualified Matching Contribution Account are nonforfeitable when
made and are subject to the distribution restrictions of Section 12.2(c).

        1.64    "QUALIFIED NON-ELECTIVE CONTRIBUTION" means the Employer's
contributions to the Plan that are made pursuant to Sections 12.1(a)(4) if
elected in the Adoption Agreement, 12.5 and 12.7.

        1.65    "QUALIFIED NON-ELECTIVE CONTRIBUTION ACCOUNT" means the account
established hereunder to which Qualified Non-Elective Contributions are
allocated. Amounts in the Qualified Non-Elective Contribution Account are
nonforfeitable when made and are subject to the distribution restrictions of
Section 12.2(c).

        1.66    "QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT" means the
account established hereunder to which a Participant's tax deductible qualified
voluntary employee contributions made pursuant to Section 4.9 are allocated.

        1.67    "REGULATION" means the Income Tax Regulations as promulgated by
the Secretary of the Treasury or a delegate of the Secretary of the Treasury,
and as amended from time to time.

        1.68    "RETIRED PARTICIPANT" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

        1.69    "RETIREMENT DATE" means the date as of which a Participant
retires for reasons other than Total and Permanent Disability, regardless of
whether such retirement occurs on a Participant's Normal Retirement Date, Early
Retirement Date or Late Retirement Date (see Section 6.1).

        1.70    "SELF-EMPLOYED INDIVIDUAL" means an individual who has Earned
Income for the taxable year from the trade or business for which the Plan is
established, and, also, an individual who would have had Earned Income but for
the fact that the trade or business had no net profits for the taxable year. A
Self-Employed Individual shall be treated as an Employee.

        1.71    "SHAREHOLDER-EMPLOYEE" means a Participant who owns (or is
deemed to own pursuant to Code Section 318(a)(1)) more than five percent (5%) of
the Employer's outstanding capital stock during any year in which the Employer
elected to be taxed as a Small Business Corporation (S Corporation) under the
applicable Code sections relating to Small Business Corporations.

        1.72    "SHORT PLAN YEAR" means, if specified in the Adoption Agreement,
a Plan Year of less than a twelve (12) month period. If there is a Short Plan
Year, the following rules shall apply in the administration of this Plan. In
determining whether an Employee has completed a Year of Service (or Period of
Service if the Elapsed Time Method is used) for benefit accrual purposes in the
Short Plan Year, the number of the Hours of Service (or months of service if the
Elapsed Time Method is used) required shall be proportionately reduced based on
the number of days (or months) in the Short Plan Year. The determination of
whether an Employee has completed a Year of Service (or Period of Service) for
vesting and eligibility purposes shall be made in accordance with Department of
Labor regulation 2530.203-2(c). In addition, if this Plan is integrated with
Social Security, then the integration level shall be proportionately reduced
based on the number of months in the Short Plan Year.

        1.73    "SUPER TOP HEAVY PLAN" means a plan which would be a Top Heavy
Plan if sixty percent (60%) is replaced with ninety percent (90%) in Section
9.2(a). However, effective as of the first Plan Year beginning after December
31, 1999, no Plan shall be considered a Super Top Heavy Plan.

        1.74    "TAXABLE WAGE BASE" means, with respect to any Plan Year, the
contribution and benefit base under Section 230 of the Social Security Act at
the beginning of such Plan Year.

        1.75    "TERMINATED PARTICIPANT" means a person who has been a
Participant, but whose employment has been terminated other than by death, Total
and Permanent Disability or retirement.

        1.76    "TOP HEAVY PLAN" means a plan described in Section 9.2(a).


                                       10
<PAGE>

        1.77    "TOP HEAVY PLAN YEAR" means a Plan Year commencing after
December 31, 1983, during which the Plan is a Top Heavy Plan.

        1.78    "TOP-PAID GROUP" shall be determined pursuant to Code Section
414(q) and the Regulations thereunder and generally means the top twenty percent
(20%) of Employees who performed services for the Employer during the applicable
year, ranked according to the amount of 415 Compensation received from the
Employer during such year. All Affiliated Employers shall be taken into account
as a single employer, and Leased Employees shall be treated as Employees if
required pursuant to Code Section 414(n) or (o). Employees who are non-resident
aliens 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.
Furthermore, for the purpose of determining the number of active Employees in
any year, the following additional Employees may also be excluded, however, such
Employees shall still be considered for the purpose of identifying the
particular Employees in the Top-Paid Group:

                (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 twenty-one (21).

                In addition, if ninety percent (90%) 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. Furthermore, in applying such
exclusions, the Employer may substitute any lesser service, hours or age.

        1.79    "TOTAL AND PERMANENT DISABILITY" means the inability to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
twelve (12) months. The disability of a Participant shall be determined by a
licensed physician chosen by the Administrator. However, if the condition
constitutes total disability under the federal Social Security Acts, the
Administrator may rely upon such determination that the Participant is Totally
and Permanently Disabled for the purposes of this Plan. The determination shall
be applied uniformly to all Participants.

        1.80    "TRUSTEE" means the person or entity named in the Adoption
Agreement, or any successors thereto.

                If the sponsor of this prototype is a bank, savings and loan,
trust company, credit union or similar institution, a person or entity other
than the prototype sponsor (or its affiliates or subsidiaries) may not serve as
Trustee without the written consent of the sponsor.

        1.81    "TRUST FUND" means the assets of the Plan and Trust as the same
shall exist from time to time.

        1.82    "VALUATION DATE" means the date or dates specified in the
Adoption Agreement. Regardless of any election to the contrary, the Valuation
Date shall include the Anniversary Date and may include any other date or dates
deemed necessary or appropriate by the Administrator for the valuation of
Participants' Accounts during the Plan Year, which may include any day that the
Trustee, any transfer agent appointed by the Trustee or the Employer, or any
stock exchange used by such agent, are open for business.

        1.83    "VESTED" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

        1.84    "VOLUNTARY CONTRIBUTION ACCOUNT" means the account established
and maintained by the Administrator for each Participant with respect to such
Participant's total interest in the Plan resulting from the Participant's
after-tax voluntary Employee contributions made pursuant to Section 4.7.

                Amounts recharacterized as after-tax voluntary Employee
contributions pursuant to Section 12.5 shall remain subject to the limitations
of Section 12.2. Therefore, a separate accounting shall be maintained with
respect to that portion of the Voluntary Contribution Account attributable to
after-tax voluntary Employee contributions made pursuant to Section 4.8.

        1.85    "YEAR OF SERVICE" means the computation period of twelve (12)
consecutive months, herein set forth, and during which an Employee has completed
at least 1,000 Hours of Service (unless a lower number of Hours of Service is
specified in the Adoption Agreement).


                                       11
<PAGE>

                For purposes of eligibility for participation, the initial
computation period shall begin with the date on which the Employee first
performs an Hour of Service (employment commencement date). The initial
computation period beginning after a 1-Year Break in Service shall be measured
from the date on which an Employee again performs an Hour of Service. Unless
otherwise elected in the Adoption Agreement, the succeeding computation periods
shall begin on the anniversary of the Employee's employment commencement date.
However, unless otherwise elected in the Adoption Agreement, if one (1) Year of
Service or less is required as a condition of eligibility, then the computation
period after the initial computation period shall shift to the current Plan Year
which includes the anniversary of the date on which the Employee first performed
an Hour of Service, and subsequent computation periods shall be the Plan Year.
If there is a shift to the Plan Year, an Employee who is credited with the
number of Hours of Service to be credited with a Year of Service in both the
initial eligibility computation period and the first Plan Year which commences
prior to the first anniversary of the Employee's initial eligibility computation
period will be credited with two (2) Years of Service for purposes of
eligibility to participate.

                If two (2) Years of Service are required as a condition of
eligibility, a Participant will only have completed two (2) Years of Service for
eligibility purposes upon completing two (2) consecutive Years of Service
without an intervening 1-Year Break-in-Service.

                For vesting purposes, and all other purposes not specifically
addressed in this Section, the computation period shall be the period elected in
the Adoption Agreement. If no election is made in the Adoption Agreement, the
computation period shall be the Plan Year.

                In determining Years of Service for purposes of vesting under
the Plan, Years of Service will be excluded as elected in the Adoption Agreement
and as specified in Section 3.5.

                Years of Service and 1-Year Breaks in Service for eligibility
purposes will be measured on the same eligibility computation period. Years of
Service and 1-Year Breaks in Service for vesting purposes will be measured on
the same vesting computation period.

                Years of Service with any Affiliated Employer shall be
recognized. Furthermore, Years of Service with any predecessor employer that
maintained this Plan shall be recognized. Years of Service with any other
predecessor employer shall be recognized as elected in the Adoption Agreement.

                In the event the method of crediting service is amended from the
Elapsed Time Method to the Hour of Service Method, an Employee will receive
credit for Years of Service equal to:

                (a)     The number of Years of Service equal to the number of
        1-year Periods of Service credited to the Employee as of the date of the
        amendment; and

                (b)     In the computation period which includes the date of the
        amendment, a number of Hours of Service (using the Hours of Service
        equivalency method elected in the Adoption Agreement) to any fractional
        part of a year credited to the Employee under this Section as of the
        date of the amendment.

                                   ARTICLE II
                                 ADMINISTRATION

2.1     POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                (a)     In addition to the general powers and responsibilities
        otherwise provided for in this Plan, 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
        ensure 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. The Employer may appoint counsel,
        specialists, advisers, agents (including any nonfiduciary agent) and
        other persons as the Employer deems necessary or desirable in connection
        with the exercise of its fiduciary duties under this Plan. The Employer
        may compensate such agents or advisers from the assets of the Plan as
        fiduciary expenses (but not including any business (settlor) expenses of
        the Employer), to the extent not paid by the Employer.

                (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. If the Trustee has
        discretionary authority, 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 the 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.


                                       12
<PAGE>

                (c)     The Employer may appoint, at its option, an Investment
        Manager, investment adviser, or other agent to provide direction to the
        Trustee with respect to any or all of the Plan assets. Such appointment
        shall be given by the Employer in writing in a form acceptable to the
        Trustee and shall specifically identify the Plan assets with respect to
        which the Investment Manager or other agent shall have the authority to
        direct the investment.

                (d)     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.

2.2     DESIGNATION OF ADMINISTRATIVE AUTHORITY

                The Employer may appoint one or more Administrators. If the
Employer does not appoint an Administrator, the Employer will be the
Administrator. 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 acceptance by filing written acceptance with the
Employer. An Administrator may resign by delivering a 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. Upon the resignation or removal of an
Administrator, the Employer may designate in writing a successor to this
position.

2.3     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.

2.4     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 determine all questions arising in connection
with the administration, interpretation, and application of the Plan. Benefits
under this Plan will be paid only if the Administrator decides in its discretion
that the applicant is entitled to them. 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 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 its duties under this Plan.

                The Administrator shall be charged with the duties of the
general administration of the Plan and the powers necessary to carry out such
duties as set forth under the terms of the Plan, including, but not limited to,
the following:

                (a)     the discretion to determine all questions relating to
        the eligibility of an Employee to participate or remain a Participant
        hereunder and to receive benefits under the Plan;

                (b)     the authority to review and settle all claims against
        the Plan, including claims where the settlement amount cannot be
        calculated or is not calculated in accordance with the Plan's benefit
        formula. This authority specifically permits the Administrator to
        settle, in compromise fashion, disputed claims for benefits and any
        other disputed claims made against the Plan;

                (c)     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;

                (d)     to authorize and direct the Trustee with respect to all
        discretionary or otherwise directed disbursements from the Trust Fund;

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


                                       13
<PAGE>

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

                (g)     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;

                (h)     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;

                (i)     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 (if the Trustee has such
        discretion), in a manner designed to accomplish specific objectives;

                (j)     to prepare and implement a procedure for notifying
        Participants and Beneficiaries of their rights to elect Joint and
        Survivor Annuities and Pre-Retirement Survivor Annuities if required by
        the Plan, Code and Regulations thereunder;

                (k)     to assist Participants regarding their rights, benefits,
        or elections available under the Plan;

                (l)     to act as the named Fiduciary responsible for
        communicating with Participants as needed to maintain Plan compliance
        with Act Section 404(c) (if the Employer intends to comply with Act
        Section 404(c)) including, but not limited to, the receipt and
        transmission of Participants' directions as to the investment of their
        accounts under the Plan and the formation of policies, rules, and
        procedures pursuant to which Participants may give investment
        instructions with respect to the investment of their accounts; and

                (m)     to determine the validity of, and take appropriate
        action with respect to, any qualified domestic relations order received
        by it.

2.5     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.

2.6      APPOINTMENT OF ADVISERS

                The Administrator may appoint counsel, specialists, advisers,
agents (including nonfiduciary agents) and other persons as the Administrator
deems necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and, if applicable, to Plan Participants.

2.7     INFORMATION FROM EMPLOYER

                The Employer shall supply full and timely information to the
Administrator on all pertinent facts as the Administrator may require in order
to perform its functions hereunder and the Administrator shall advise the
Trustee of such of the foregoing facts as may 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.

2.8     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, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties under
the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator or Trustee in carrying out the
instructions of Participants as to the directed investment of their accounts (if
permitted) and other specialists and their agents, the costs of any bonds
required pursuant to Act Section 412, and other costs of administering the Plan.
Until paid, the expenses shall constitute a liability of the Trust Fund.

2.9     MAJORITY ACTIONS

                Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.3, if there is more than one
Administrator, then they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.


                                       14
<PAGE>

2.10    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 ninety (90) days after the application is
filed, or such period as is required by applicable law or Department of Labor
regulation. 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.

2.11    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
2.10 shall be entitled to request the Administrator to give further
consideration to the claim by filing with the Administrator a written request
for a hearing. Such request, together with a written statement of the reasons
why the claimant believes such claim should be allowed, shall be filed with the
Administrator no later than sixty (60) days after receipt of the written
notification provided for in Section 2.10. The Administrator shall then conduct
a hearing within the next sixty (60) days, at which the claimant may be
represented by an attorney or any other representative of such claimant's
choosing and expense and at which the claimant shall have an opportunity to
submit written and oral evidence and arguments in support of the claim. At the
hearing (or prior thereto upon five (5) business days written notice to the
Administrator) the claimant or the claimant's 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 sixty (60) days of
receipt of the appeal (unless there has been an extension of sixty (60) days due
to special circumstances, provided the delay and the special circumstances
occasioning it are communicated to the claimant within the sixty (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. Notwithstanding the preceding, to the extent any of the time periods
specified in this Section are amended by law or Department of Labor regulation,
then the time frames specified herein shall automatically be changed in
accordance with such law or regulation.

                If the Administrator, pursuant to the claims review procedure,
makes a final written determination denying a Participant's or Beneficiary's
benefit claim, then in order to preserve the claim, the Participant or
Beneficiary must file an action with respect to the denied claim not later than
one hundred eighty (180) days following the date of the Administrator's final
determination.

                                   ARTICLE III
                                   ELIGIBILITY

3.1     CONDITIONS OF ELIGIBILITY

                Any Eligible Employee shall be eligible to participate hereunder
on the date such Employee has satisfied the conditions of eligibility elected in
the Adoption Agreement.

3.2     EFFECTIVE DATE OF PARTICIPATION

                An Eligible Employee who has satisfied the conditions of
eligibility pursuant to Section 3.1 shall become a Participant effective as of
the date elected in the Adoption Agreement. If said Employee is not employed on
such date, but is reemployed before a 1-Year Break in Service has occurred, then
such Employee shall become a Participant on the date of reemployment or, if
later, the date that the Employee would have otherwise entered the Plan had the
Employee not terminated employment.

                Unless specifically provided otherwise in the Adoption
Agreement, an Eligible Employee who satisfies the Plan's eligibility requirement
conditions by reason of recognition of service with a predecessor employer will
become a Participant as of the day the Plan credits service with a predecessor
employer or, if later, the date the Employee would have otherwise entered the
Plan had the service with the predecessor employer been service with the
Employer.

                If an Employee, who has satisfied the Plan's eligibility
requirements and would otherwise have become a Participant, shall go from a
classification of a noneligible Employee to an Eligible Employee, such Employee
shall become a Participant on the date such Employee becomes an Eligible
Employee or, if later, the date that the Employee would have otherwise entered
the Plan had the Employee always been an Eligible Employee.

                If an Employee, who has satisfied the Plan's eligibility
requirements and would otherwise become a Participant, shall go from a
classification of an Eligible Employee to a noneligible class of Employees, such
Employee shall become a Participant in the Plan on the date such Employee again
becomes an Eligible Employee, or, if later, the date that the


                                       15
<PAGE>

Employee would have otherwise entered the Plan had the Employee always been an
Eligible Employee. However, if such Employee incurs a 1-Year Break in Service,
eligibility will be determined under the Break in Service rules set forth in
Section 3.5.

3.3     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 pursuant to Section 2.11.

3.4     TERMINATION OF ELIGIBILITY

                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 the Plan for each Year of Service (or Period of Service, if
the Elapsed Time Method is used) completed while an ineligible Employee, until
such time as the Participant's Account is forfeited or distributed pursuant to
the terms of the Plan. Additionally, the Former Participant's interest in the
Plan shall continue to share in the earnings of the Trust Fund in the same
manner as Participants.

3.5     REHIRED EMPLOYEES AND BREAKS IN SERVICE

                (a)     If any Participant becomes a Former Participant due to
        severance from employment with the Employer and is reemployed by the
        Employer before a 1-Year Break in Service occurs, the Former Participant
        shall become a Participant as of the reemployment date.

                (b)     If any Participant becomes a Former Participant due to
        severance from employment with the Employer and is reemployed after a
        1-Year Break in Service has occurred, Years of Service (or Periods of
        Service if the Elapsed Time Method is being used) shall include Years of
        Service (or Periods of Service if the Elapsed Time Method is being used)
        prior to the 1-Year Break in Service subject to the following rules:

                (1)     In the case of a Former Participant who under the Plan
                does not have a nonforfeitable right to any interest in the Plan
                resulting from Employer contributions, Years of Service (or
                Periods of Service) before a period of 1-Year Breaks in Service
                will not be taken into account if the number of consecutive
                1-Year Breaks in Service equals or exceeds the greater of (A)
                five (5) or (B) the aggregate number of pre-break Years of
                Service (or Periods of Service). Such aggregate number of Years
                of Service (or Periods of Service) will not include any Years of
                Service (or Periods of Service) disregarded under the preceding
                sentence by reason of prior 1-Year Breaks in Service;

                (2)     A Former Participant who has not had Years of Service
                (or Periods of Service) before a 1-Year Break in Service
                disregarded pursuant to (1) above, shall participate in the Plan
                as of the date of reemployment, or if later, as of the date the
                Former Participant would otherwise enter the Plan pursuant to
                Sections 3.1 and 3.2 taking into account all service not
                disregarded.

                (c)     After a Former Participant who has severed employment
        with the Employer incurs five (5) consecutive 1-Year Breaks in Service,
        the Vested portion of such Former Participant's Account attributable to
        pre-break service shall not be increased as a result of post-break
        service. In such case, separate accounts will be maintained as follows:

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

                (2)     one account representing the Participant's
                Employer-derived account balance in the Plan attributable to
                post-break service.

                (d)     If any Participant becomes a Former Participant due to
        severance of employment with the Employer and is reemployed by the
        Employer before five (5) consecutive 1-Year Breaks in Service, and such
        Former Participant had received a distribution of the entire Vested
        interest prior to reemployment, then the forfeited account shall be
        reinstated only if the Former Participant repays the full amount which
        had been distributed. Such repayment must be made 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. If a distribution occurs for any reason other than a
        severance of employment, the time for repayment may not end earlier than
        five (5) years after the date of distribution. In the event the Former
        Participant does repay the full amount distributed, the undistributed
        forfeited portion of the Participant's Account must be restored in full,
        unadjusted by any gains or losses occurring subsequent to the Valuation
        Date preceding the distribution. The source for such reinstatement may
        be Forfeitures occurring during the Plan Year. If such source is
        insufficient, then the Employer will contribute an amount which is
        sufficient to restore the Participant's Account, provided, however, that
        if a discretionary contribution is made for such year, such contribution
        will first be applied to restore any such accounts and the


                                       16
<PAGE>

        remainder shall be allocated in accordance with the terms of the Plan.
        If a non-Vested Former Participant was deemed to have received a
        distribution and such Former Participant is reemployed by the Employer
        before five (5) consecutive 1-Year Breaks in Service, then such
        Participant will be deemed to have repaid the deemed distribution as of
        the date of reemployment.

3.6     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 irrevocable and communicated to the Employer, in writing, within a reasonable
period of time before the beginning of the first Plan Year. For standardized
Plans, a Participant or an Eligible Employee may not elect not to participate.

3.7     CONTROL OF ENTITIES BY OWNER-EMPLOYEE

                Effective with respect to Plan Years beginning after December
31, 1996, if this Plan provides contributions or benefits for one or more
Owner-Employees, the contributions on behalf of any Owner-Employee shall be made
only with respect to the Earned Income for such Owner-Employee which is derived
from the trade or business with respect to which such Plan is established.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1     FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

                (a)     For a Money Purchase Plan:

                (1)     The Employer will make contributions on the following
                basis. On behalf of each Participant eligible to share in
                allocations, for each year of such Participant's participation
                in this Plan, the Employer will contribute the amount elected in
                the Adoption Agreement. All contributions by the Employer will
                be made in cash. In the event a funding waiver is obtained, this
                Plan shall be deemed to be an individually designed plan.

                (2)     Notwithstanding the foregoing, with respect to an
                Employer which is not a tax-exempt entity, the Employer's
                contribution for any Fiscal Year shall not exceed the maximum
                amount allowable as a deduction to the Employer under the
                provisions of Code Section 404. However, to the extent necessary
                to provide the top heavy minimum allocations, the Employer shall
                make a contribution even if it exceeds the amount that is
                deductible under Code Section 404.

                (b)     For a Profit Sharing Plan:

                (1)     For each Plan Year, the Employer may (or will in the
                case of a Prevailing Wage contribution) contribute to the Plan
                such amount as elected by the Employer in the Adoption
                Agreement.

                (2)     Additionally, the Employer will contribute to the Plan
                the amount necessary, if any, to provide the top heavy minimum
                allocations, even if it exceeds current or accumulated Net
                Profit or the amount that is deductible under Code Section 404.

4.2     TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

                Unless otherwise provided by contract or law, the Employer may
make its contribution to the Plan for a particular Plan Year at such time as the
Employer, in its sole discretion, determines. If the Employer makes a
contribution for a particular Plan Year after the close of that Plan Year, the
Employer will designate to the Administrator the Plan Year for which the
Employer is making its contribution.

4.3     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, or other Valuation 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 contribution, if any, 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 any contributions
        as follows:


                                       17
<PAGE>

                (1)     For a Money Purchase Plan (other than a Money Purchase
                Plan which is integrated by allocation):

                        (i)     The Employer's contribution shall be allocated
                        to each Participant's Account in the manner set forth in
                        Section 4.1 herein and as specified in the Adoption
                        Agreement.

                        (ii)    However, regardless of the preceding, a
                        Participant shall only be eligible to share in the
                        allocations of the Employer's contribution for the year
                        if the conditions set forth in the Adoption Agreement
                        are satisfied, unless a top heavy contribution is
                        required pursuant to Section 4.3(f). If no election is
                        made in the Adoption Agreement, then a Participant shall
                        be eligible to share in the allocation of the Employer's
                        contribution for the year if the Participant completes
                        more than five hundred (500) Hours of Service (or three
                        (3) Months of Service if the Elapsed Time method is
                        chosen in the Adoption Agreement) during the Plan Year
                        or who is employed on the last day of the Plan Year.
                        Furthermore, with respect to a non-standardized Adoption
                        Agreement, regardless of any election in the Adoption
                        Agreement to the contrary, for the Plan Year in which
                        this Plan terminates, a Participant shall only be
                        eligible to share in the allocation of the Employer's
                        contributions for the Plan Year if the Participant is
                        employed at the end of the Plan Year and has completed a
                        Year of Service (or Period of Service if the Elapsed
                        Time Method is elected).

                (2)     For an integrated Profit Sharing Plan allocation or a
                Money Purchase Plan which is integrated by allocation:

                        (i)     Except as provided in Section 4.3(f) for top
                        heavy purposes and subject to the "Overall Permitted
                        Disparity Limits," the Employer's contribution shall be
                        allocated to each Participant's Account in a dollar
                        amount equal to 5.7% of the sum of each Participant's
                        Compensation plus Excess Compensation. 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 each such
                        Participant's Compensation plus Excess Compensation for
                        the Plan Year bears to the total Compensation plus the
                        total Excess Compensation of all Participants for that
                        year. However, in the case of any Participant who has
                        exceeded the "Cumulative Permitted Disparity Limit," the
                        allocation set forth in this paragraph shall be based on
                        such Participant's Compensation rather than Compensation
                        plus Excess Compensation.

                        Regardless of the preceding, 4.3% shall be substituted
                        for 5.7% above if Excess Compensation is based on more
                        than 20% and less than or equal to 80% of the Taxable
                        Wage Base. If Excess Compensation is based on less than
                        100% and more than 80% of the Taxable Wage Base, then
                        5.4% shall be substituted for 5.7% above.

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

                        (iii)   However, regardless of the preceding, a
                        Participant shall only be eligible to share in the
                        allocations of the Employer's Contribution for the year
                        if the conditions set forth in the Adoption Agreement
                        are satisfied, unless a contribution is required
                        pursuant to Section 4.3(f). If no election is made in
                        the Adoption Agreement, then a Participant shall be
                        eligible to share in the allocation of the Employer's
                        contribution for the year if the Participant completes
                        more than five hundred (500) Hours of Service (or three
                        (3) Months of Service if the Elapsed Time method is
                        chosen in the Adoption Agreement) during the Plan Year
                        or who is employed on the last day of the Plan Year.
                        Furthermore, with respect to a non-standardized Adoption
                        Agreement, regardless of any election in the Adoption
                        Agreement to the contrary, for the Plan Year in which
                        this Plan terminates, a Participant shall only be
                        eligible to share in the allocation of the Employer's
                        contributions for the Plan Year if the Participant is
                        employed at the end of the Plan Year and has completed a
                        Year of Service (or Period of Service if the Elapsed
                        Time Method is elected).

                (3)     For a Profit Sharing Plan with a non-integrated
                allocation formula or a Prevailing Wage contribution:

                        (i)     The Employer's contribution shall be allocated
                        to each Participant's Account in accordance with the
                        allocation method elected in the Adoption Agreement.

                        (ii)    However, regardless of the preceding, a
                        Participant shall only be eligible to share in the
                        allocations of the Employer's contribution for the year
                        if the conditions set forth in the Adoption Agreement
                        are satisfied, unless a top heavy contribution is
                        required pursuant to Section 4.3(f). If no election is
                        made in the Adoption Agreement, then a Participant shall
                        be eligible to share in the allocation of the Employer's
                        contribution for the year if the Participant completes
                        more than five


                                       18
<PAGE>

                        hundred (500) Hours of Service (or three (3) Months of
                        Service if the Elapsed Time method is chosen in the
                        Adoption Agreement) during the Plan Year or who is
                        employed on the last day of the Plan Year. Furthermore,
                        with respect to a non-standardized Adoption Agreement,
                        regardless of any election in the Adoption Agreement to
                        the contrary, for the Plan Year in which this Plan
                        terminates, a Participant shall only be eligible to
                        share in the allocation of the Employer's contributions
                        for the Plan Year if the Participant is employed at the
                        end of the Plan Year and has completed a Year of Service
                        (or Period of Service if the Elapsed Time Method is
                        elected).

                (4)     "Overall Permitted Disparity Limits":

                        "Annual Overall Permitted Disparity Limit":
                        Notwithstanding the preceding paragraphs, if in any Plan
                        Year this Plan "benefits" any Participant who "benefits"
                        under another qualified plan or simplified employee
                        pension, as defined in Code Section 408(k), maintained
                        by the Employer that either provides for or imputes
                        permitted disparity (integrates), then such plans will
                        be considered to be one plan and will be considered to
                        comply with the permitted disparity rules if the extent
                        of the permitted disparity of all such plans does not
                        exceed 100%. For purposes of the preceding sentence, the
                        extent of the permitted disparity of a plan is the
                        ratio, expressed as a percentage, which the actual
                        benefits, benefit rate, offset rate, or employer
                        contribution rate, whatever is applicable under the
                        Plan, bears to the limitation under Code Section 401(l)
                        applicable to such Plan. Notwithstanding the foregoing,
                        if the Employer maintains two or more standardized
                        paired plans, only one plan may provide for permitted
                        disparity.

                        "Cumulative Permitted Disparity Limit": With respect to
                        a Participant who "benefits" or "has benefited" under a
                        defined benefit or target benefit plan of the Employer,
                        effective for Plan Years beginning on or after January
                        1, 1994, the cumulative permitted disparity limit for
                        the Participant is thirty five (35) total cumulative
                        permitted disparity years. Total cumulative permitted
                        disparity years means the number of years credited to
                        the Participant for allocation or accrual purposes under
                        the Plan, any other qualified plan or simplified
                        employee pension plan (whether or not terminated) ever
                        maintained by the Employer, while such plan either
                        provides for or imputes permitted disparity. For
                        purposes of determining the Participant's cumulative
                        permitted disparity limit, all years ending in the same
                        calendar year are treated as the same year. If the
                        Participant has not "benefited" under a defined benefit
                        or target benefit plan which neither provides for nor
                        imputes permitted disparity for any year beginning on or
                        after January 1, 1994, then such Participant has no
                        cumulative disparity limit.

                        For purposes of this Section, "benefiting" means
                        benefiting under the Plan for any Plan Year during which
                        a Participant received or is deemed to receive an
                        allocation in accordance with Regulation 1.410(b)-3(a).

                (c)     Except as otherwise elected in the Adoption Agreement or
        as provided in Section 4.10 with respect to Participant Directed
        Accounts, as of each Valuation Date, before allocation of any Employer
        contributions and Forfeitures, any earnings or losses (net appreciation
        or net depreciation) of the Trust Fund (exclusive of assets segregated
        for distribution) 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. If any nonsegregated account of a Participant
        has been distributed prior to the Valuation Date subsequent to a
        Participant's termination of employment, no earnings or losses shall be
        credited to such account.

                (d)     Participants' Accounts shall be debited for any
        insurance or annuity premiums paid, if any, and credited with any
        dividends or interest received on Contracts.

                (e)     On or before each Anniversary Date, any amounts which
        became Forfeitures since the last Anniversary Date may be made available
        to reinstate previously forfeited account balances of Former
        Participants, if any, in accordance with Section 3.5(d) or used to
        satisfy any contribution that may be required pursuant to Section 6.9.
        The remaining Forfeitures, if any, shall be treated in accordance with
        the Adoption Agreement. If no election is made in the Adoption
        Agreement, any remaining Forfeitures will be used to reduce any future
        Employer contributions under the Plan. However, if the Plan provides for
        an integrated allocation, then any remaining Forfeitures will be added
        to the Employer's contributions under the Plan. Regardless of the
        preceding sentences, in the event the allocation of Forfeitures provided
        herein shall cause the "Annual Additions" (as defined in Section 4.4) to
        any Participant's Account to exceed the amount allowable by the Code, an
        adjustment shall be made in accordance with Section 4.5. Except,
        however, a Participant shall only be eligible to share in the
        allocations of Forfeitures for the year if the conditions set forth in
        the Adoption Agreement are satisfied, unless a top heavy contribution is
        required pursuant to Section 4.3(f). If no election is made in the
        Adoption Agreement, then a Participant shall be eligible to share in the
        allocation of the Employer's contribution for the year if the
        Participant completes more than five hundred (500) Hours of Service (or
        three (3) Months of Service if the Elapsed Time method is chosen in the
        Adoption Agreement) during the Plan Year or who is employed on the last
        day of the Plan Year.


                                       19
<PAGE>

                (f)     Minimum Allocations Required for Top Heavy Plan Years:
        Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of
        the Employer's contributions and Forfeitures 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" (as defined in
        Section 9.2(f)). However, if (i) the sum of the Employer's contributions
        and Forfeitures 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 (ii) this Plan is not
        required to be included in a "required aggregation group" (as defined in
        Section 9.2(f)) 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 and Forfeitures 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, for each Non-Key Employee who is a Participant
        in a paired Profit Sharing Plan or 401(k) Profit Sharing Plan and a
        paired Money Purchase Plan, the minimum three percent (3%) allocation
        specified above shall be provided in the Money Purchase Plan.

                        If this is an integrated Plan, then for any Top Heavy
        Plan Year the Employer's contribution shall be allocated as follows and
        shall still be required to satisfy the other provisions of this
        subsection:

                (1)     An amount equal to three percent (3%) multiplied by each
                Participant's Compensation for the Plan Year shall be allocated
                to each Participant's Account. If the Employer does not
                contribute such amount for all Participants, the amount shall be
                allocated to each Participant's Account in the same proportion
                that such Participant's total Compensation for the Plan Year
                bears to the total Compensation of all Participants for such
                year.

                (2)     The balance of the Employer's contribution over the
                amount allocated under subparagraph (1) hereof shall be
                allocated to each Participant's Account in a dollar amount equal
                to three percent (3%) multiplied by a Participant's Excess
                Compensation. 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 such
                Participant's Excess Compensation bears to the total Excess
                Compensation of all Participants for that year. For purposes of
                this paragraph, in the case of any Participant who has exceeded
                the cumulative permitted disparity limit described in Section
                4.3(b)(4), such Participant's total Compensation will be taken
                into account.

                (3)     The balance of the Employer's contribution over the
                amount allocated under subparagraph (2) hereof shall be
                allocated to each Participant's Account in a dollar amount equal
                to 2.7% multiplied by the sum of each Participant's total
                Compensation plus Excess Compensation. 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 such Participant's total Compensation plus
                Excess Compensation for the Plan Year bears to the total
                Compensation plus Excess Compensation of all Participants for
                that year. For purposes of this paragraph, in the case of any
                Participant who has exceeded the cumulative permitted disparity
                limit described in Section 4.3(b)(4), such Participant's total
                Compensation rather than Compensation plus Excess Compensation
                will be taken into account.

                Regardless of the preceding, 1.3% shall be substituted for 2.7%
                above if Excess Compensation is based on more than 20% and less
                than or equal to 80% of the Taxable Wage Base. If Excess
                Compensation is based on less than 100% and more than 80% of the
                Taxable Wage Base, then 2.4% shall be substituted for 2.7%
                above.

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

                        For each Non-Key Employee who is a Participant in this
        Plan and another non-paired defined contribution plan maintained by the
        Employer, the minimum three percent (3%) allocation specified above
        shall be provided as specified in the Adoption Agreement.

                (g)     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 and Forfeitures allocated on behalf of such Key Employee
        divided by the 415 Compensation for such Key Employee.

                (h)     For any Top Heavy Plan Year, the minimum allocations set
        forth in this Section shall be allocated to the Participant's Combined
        Account of all Non-Key Employees who are Participants and who are
        employed by the


                                       20
<PAGE>

        Employer on the last day of the Plan Year, including Non-Key Employees
        who have (1) failed to complete a Year of Service; or (2) declined to
        make mandatory contributions (if required) or, in the case of a cash or
        deferred arrangement, Elective Deferrals to the Plan.

                (i)     Notwithstanding anything herein to the contrary, in any
        Plan Year in which the Employer maintains both this Plan and a defined
        benefit pension plan included in a "required aggregation group" (as
        defined in Section 9.2(f)) which is top heavy, the Employer will not be
        required (unless otherwise elected in the Adoption Agreement) to provide
        a Non-Key Employee with both the full separate minimum defined benefit
        plan benefit and the full separate defined contribution plan
        allocations. In such case, the top heavy minimum benefits will be
        provided as elected in the Adoption Agreement and, if applicable, as
        follows:

                (1)     If the 5% defined contribution minimum is elected in the
                Adoption Agreement:

                        (i)     The requirements of Section 9.1 will apply
                        except that each Non-Key Employee who is a Participant
                        in the Profit Sharing Plan or Money Purchase Plan and
                        who is also a Participant in the Defined Benefit Plan
                        will receive a minimum allocation of five percent (5%)
                        of such Participant's 415 Compensation from the
                        applicable defined contribution plan(s).

                        (ii)    For each Non-Key Employee who is a Participant
                        only in the Defined Benefit Plan the Employer will
                        provide a minimum non-integrated benefit equal to two
                        percent (2%) of such Participant's highest five (5)
                        consecutive year average 415 Compensation for each Year
                        of Service while a participant in the plan, in which the
                        Plan is top heavy, not to exceed ten (10).

                        (iii)   For each Non-Key Employee who is a Participant
                        only in this defined contribution plan, the Employer
                        will provide a minimum allocation equal to three percent
                        (3%) of such Participant's 415 Compensation.

                (2)     If the 2% defined benefit minimum is elected in the
                Adoption Agreement, then for each Non-Key Employee who is a
                Participant only in the defined benefit plan, the Employer will
                provide a minimum non-integrated benefit equal to two percent
                (2%) of such Participant's highest five (5) consecutive year
                average of 415 Compensation for each Year of Service while a
                participant in the plan, in which the Plan is top heavy, not to
                exceed ten (10).

                (j)     For the purposes of this Section, 415 Compensation will
        be limited to the same dollar limitations set forth in Section 1.11
        adjusted in such manner as permitted under Code Section 415(d).

                (k)     Notwithstanding anything in this Section to the
        contrary, all information necessary to properly reflect a given
        transaction may not be available until after the date specified herein
        for processing such transaction, in which case the transaction will be
        reflected when such information is received and processed. Subject to
        express limits that may be imposed under the Code, the processing of any
        contribution, distribution or other transaction may be delayed for any
        legitimate business reason (including, but not limited to, failure of
        systems or computer programs, failure of the means of the transmission
        of data, force majeure, the failure of a service provider to timely
        receive values or prices, and correction for errors or omissions or the
        errors or omissions of any service provider). The processing date of a
        transaction will be binding for all purposes of the Plan.

                (l)     Notwithstanding anything in this Section to the
        contrary, the provisions of this subsection apply for any Plan Year if,
        in the non-standardized Adoption Agreement, the Employer elected to
        apply the 410(b) ratio percentage failsafe provisions and the Plan fails
        to satisfy the "ratio percentage test" due to a last day of the Plan
        Year allocation condition or an Hours of Service (or months of service)
        allocation condition. A plan satisfies the "ratio percentage test" if,
        on the last day of the Plan Year, the "benefiting ratio" of the
        Non-Highly Compensated Employees who are "includible" is at least 70% of
        the "benefiting ratio" of the Highly Compensated Employees who are
        "includible." The "benefiting ratio" of the Non-Highly Compensated
        Employees is the number of "includible" Non-Highly Compensated Employees
        "benefiting" under the Plan divided by the number of "includible"
        Employees who are Non-Highly Compensated Employees. The "benefiting
        ratio" of the Highly Compensated Employees is the number of Highly
        Compensated Employees "benefiting" under the Plan divided by the number
        of "includible" Highly Compensated Employees. "Includible" Employees are
        all Employees other than: (1) those Employees excluded from
        participating in the plan for the entire Plan Year by reason of the
        collective bargaining unit exclusion or the nonresident alien exclusion
        described in the Code or by reason of the age and service requirements
        of Article III; and (2) any Employee who incurs a separation from
        service during the Plan Year and fails to complete at least 501 Hours of
        Service (or three (3) months of service if the Elapsed Time Method is
        being used) during such Plan Year.

                        For purposes of this subsection, an Employee is
        "benefiting" under the Plan on a particular date if, under the Plan, the
        Employee is entitled to an Employer contribution or an allocation of
        Forfeitures for the Plan Year.


                                       21
<PAGE>

                         If this subsection applies, then the Administrator will
        suspend the allocation conditions for the "includible" Non-Highly
        Compensated Employees who are Participants, beginning first with the
        "includible" Employees employed by the Employer on the last day of the
        Plan Year, then the "includible" Employees who have the latest
        separation from service during the Plan Year, and continuing to suspend
        the allocation conditions for each "includible" Employee who incurred an
        earlier separation from service, from the latest to the earliest
        separation from service date, until the Plan satisfies the "ratio
        percentage test" for the Plan Year. If two or more "includible"
        Employees have a separation from service on the same day, then the
        Administrator will suspend the allocation conditions for all such
        "includible" Employees, irrespective of whether the Plan can satisfy the
        "ratio percentage test" by accruing benefits for fewer than all such
        "includible" Employees. If the Plan for any Plan Year suspends the
        allocation conditions for an "includible" Employee, then that Employee
        will share in the allocation for that Plan Year of the Employer
        contribution and Forfeitures, if any, without regard to whether the
        Employee has satisfied the other allocation conditions set forth in this
        Section.

4.4     MAXIMUM ANNUAL ADDITIONS

                (a)(1)  If a Participant does not participate in, and has never
        participated in another qualified plan maintained by the Employer, or a
        welfare benefit fund (as defined in Code Section 419(e)) maintained by
        the Employer, or an individual medical account (as defined in Code
        Section 415(l)(2)) maintained by the Employer, or a simplified employee
        pension (as defined in Code Section 408(k)) maintained by the Employer
        which provides "Annual Additions," the amount of "Annual Additions"
        which may be credited to the Participant's accounts for any Limitation
        Year shall not exceed the lesser of the "Maximum Permissible Amount" or
        any other limitation contained in this Plan. If the Employer
        contribution that would otherwise be contributed or allocated to the
        Participant's accounts would cause the "Annual Additions" for the
        Limitation Year to exceed the "Maximum Permissible Amount," the amount
        contributed or allocated will be reduced so that the "Annual Additions"
        for the Limitation Year will equal the "Maximum Permissible Amount," and
        any amount in excess of the "Maximum Permissible Amount" which would
        have been allocated to such Participant may be allocated to other
        Participants.

                (2)     Prior to determining the Participant's actual 415
                Compensation for the Limitation Year, the Employer may determine
                the "Maximum Permissible Amount" for a Participant on the basis
                of a reasonable estimation of the Participant's 415 Compensation
                for the Limitation Year, uniformly determined for all
                Participants similarly situated.

                (3)     As soon as is administratively feasible after the end of
                the Limitation Year the "Maximum Permissible Amount" for such
                Limitation Year shall be determined on the basis of the
                Participant's actual 415 Compensation for such Limitation Year.

                (b)(1)  This subsection applies if, in addition to this Plan, a
        Participant is covered under another qualified defined contribution plan
        maintained by the Employer that is a "Master or Prototype Plan," a
        welfare benefit fund (as defined in Code Section 419(e)) maintained by
        the Employer, an individual medical account (as defined in Code Section
        415(l)(2)) maintained by the Employer, or a simplified employee pension
        (as defined in Code Section 408(k)) maintained by the Employer, which
        provides "Annual Additions," during any Limitation Year. The "Annual
        Additions" which may be credited to a Participant's accounts under this
        Plan for any such Limitation Year shall not exceed the "Maximum
        Permissible Amount" reduced by the "Annual Additions" credited to a
        Participant's accounts under the other plans and welfare benefit funds,
        individual medical accounts, and simplified employee pensions for the
        same Limitation Year. If the "Annual Additions" with respect to the
        Participant under other defined contribution plans and welfare benefit
        funds maintained by the Employer are less than the "Maximum Permissible
        Amount" and the Employer contribution that would otherwise be
        contributed or allocated to the Participant's accounts under this Plan
        would cause the "Annual Additions" for the Limitation Year to exceed
        this limitation, the amount contributed or allocated will be reduced so
        that the "Annual Additions" under all such plans and welfare benefit
        funds for the Limitation Year will equal the "Maximum Permissible
        Amount," and any amount in excess of the "Maximum Permissible Amount"
        which would have been allocated to such Participant may be allocated to
        other Participants. If the "Annual Additions" with respect to the
        Participant under such other defined contribution plans, welfare benefit
        funds, individual medical accounts and simplified employee pensions in
        the aggregate are equal to or greater than the "Maximum Permissible
        Amount," no amount will be contributed or allocated to the Participant's
        account under this Plan for the Limitation Year.

                (2)     Prior to determining the Participant's actual 415
                Compensation for the Limitation Year, the Employer may determine
                the "Maximum Permissible Amount" for a Participant on the basis
                of a reasonable estimation of the Participant's 415 Compensation
                for the Limitation Year, uniformly determined for all
                Participants similarly situated.

                (3)     As soon as is administratively feasible after the end of
                the Limitation Year, the "Maximum Permissible Amount" for the
                Limitation Year will be determined on the basis of the
                Participant's actual 415 Compensation for the Limitation Year.


                                       22
<PAGE>

                (4)     If, pursuant to Section 4.4(b)(2) or Section 4.5, a
                Participant's "Annual Additions" under this Plan and such other
                plans would result in an "Excess Amount" for a Limitation Year,
                the "Excess Amount" will be deemed to consist of the "Annual
                Additions" last allocated, except that "Annual Additions"
                attributable to a simplified employee pension will be deemed to
                have been allocated first, followed by "Annual Additions" to a
                welfare benefit fund or individual medical account, and then by
                "Annual Additions" to a plan subject to Code Section 412,
                regardless of the actual allocation date.

                (5)     If an "Excess Amount" was allocated to a Participant on
                an allocation date of this Plan which coincides with an
                allocation date of another plan, the "Excess Amount" attributed
                to this Plan will be the product of:

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

                        (ii)    the ratio of (1) the "Annual Additions"
                        allocated to the Participant for the Limitation Year as
                        of such date under this Plan to (2) the total "Annual
                        Additions" allocated to the Participant for the
                        Limitation Year as of such date under this and all the
                        other qualified defined contribution plans.

                (6)     Any "Excess Amount" attributed to this Plan will be
                disposed of in the manner described in Section 4.5.

                (c)     If the Participant is covered under another qualified
        defined contribution plan maintained by the Employer which is not a
        "Master or Prototype Plan," "Annual Additions" which may be credited to
        the Participant's Combined Account under this Plan for any Limitation
        Year will be limited in accordance with Section 4.4(b), unless the
        Employer provides other limitations in the Adoption Agreement.

                (d)     For any Limitation Year beginning prior to the date the
        Code Section 415(e) limits are repealed with respect to this Plan (as
        specified in the Adoption Agreement for the GUST transitional rules), if
        the Employer maintains, or at any time maintained, a qualified defined
        benefit plan covering any Participant in this Plan, then the sum of the
        Participant's "Defined Benefit Plan Fraction" and "Defined Contribution
        Plan Fraction" may not exceed 1.0. In such event, the rate of accrual in
        the defined benefit plan will be reduced to the extent necessary so that
        the sum of the "Defined Contribution Fraction" and "Defined Benefit
        Fraction" will equal 1.0. However, in the Adoption Agreement the
        Employer may specify an alternative method under which the plans
        involved will satisfy the limitations of Code Section 415(e), including
        increased top heavy minimum benefits so that the combined limitation is
        1.25 rather than 1.0.

                (e)     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 4.4(f)(1)(b): (1) rollover
        contributions (as defined in Code Sections 402(c), 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 excludable from gross income under Code
        Section 408(k)(6).

                (f)     For purposes of this Section, the following terms shall
        be defined as follows:

                (1)     "Annual Additions" means the sum credited to a
                Participant's accounts for any Limitation Year of (a) Employer
                contributions, (b) Employee contributions (except as provided
                below), (c) forfeitures, (d) 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, (e) 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 fund (as defined in Code
                Section 419(e)) maintained by the Employer and (f) allocations
                under a simplified employee pension. Except, however, the
                Compensation percentage limitation referred to in paragraph
                (f)(9)(ii) 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(l)(1). Notwithstanding the
                foregoing, for Limitation Years beginning prior to January 1,
                1987, only that portion of Employee contributions equal to the
                lesser of Employee contributions in excess of six percent (6%)
                of 415 Compensation or one-half of Employee contributions shall
                be considered an "Annual Addition."

                         For this purpose, any Excess Amount applied under
                Section 4.5 in the Limitation Year to reduce Employer
                contributions shall be considered "Annual Additions" for such
                Limitation Year.

                (2)     "Defined Benefit Fraction" means 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


                                       23
<PAGE>

                Employer, and the denominator of which is the lesser of one
                hundred twenty-five percent (125%) of the dollar limitation
                determined for the Limitation Year under Code Sections
                415(b)(1)(A) as adjusted by Code Section 415(d) or one hundred
                forty percent (140%) 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 one hundred twenty-five percent (125%) of the sum of
                the annual benefits under such plans which the Participant had
                accrued as of the end of the close of the last Limitation Year
                beginning before January 1, 1987, disregarding any changes in
                the terms and conditions of the plan after May 5, 1986. The
                preceding sentence applies only if the defined benefit plans
                individually and in the aggregate satisfied the requirements of
                Code Section 415 for all Limitation Years beginning before
                January 1, 1987.

                                Notwithstanding the foregoing, for any Top Heavy
                Plan Year, one hundred percent (100%) shall be substituted for
                one hundred twenty-five percent (125%) unless the extra top
                heavy minimum allocation or benefit is being made pursuant to
                the Employer's specification in the Adoption Agreement. However,
                for any Plan Year in which this Plan is a Super Top Heavy Plan,
                one hundred percent (100%) shall always be substituted for one
                hundred twenty-five percent (125%).

                (3)     Defined Contribution Dollar Limitation means $30,000 as
                adjusted under Code Section 415(d).

                (4)     Defined Contribution Fraction means a fraction, the
                numerator of which is the sum of the "Annual Additions" to the
                Participant's accounts 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
                voluntary employee contributions to any 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)), individual medical accounts (as
                defined in Code Section 415(l)(2)), and simplified employee
                pensions (as defined in Code Section 408(k)) 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 in which the Employee had 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 one hundred twenty-five percent
                (125%) of the dollar limitation determined under Code Section
                415(c)(1)(A) as adjusted by Code Section 415(d) or thirty-five
                percent (35%) of the Participant's 415 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 5,
                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.

                                For Limitation Years beginning prior to January
                1, 1987, the "Annual Additions" shall not be recomputed to treat
                all Employee contributions as "Annual Additions."

                                Notwithstanding the foregoing, for any Top Heavy
                Plan Year, one hundred percent (100%) shall be substituted for
                one hundred twenty-five percent (125%) unless the extra top
                heavy minimum allocation or benefit is being made pursuant to
                the Employer's specification in the Adoption Agreement. However,
                for any Plan Year in which this Plan is a Super Top Heavy Plan,
                one hundred percent (100%) shall always be substituted for one
                hundred twenty-five percent (125%).

                (5)     "Employer" means the Employer that adopts this Plan and
                all Affiliated Employers, except that for purposes of this
                Section, the determination of whether an entity is an Affiliated
                Employer shall be made by applying Code Section 415(h).

                (6)     "Excess Amount" means the excess of the Participant's
                "Annual Additions" for the Limitation Year over the "Maximum
                Permissible Amount."

                (7)     "Highest Average Compensation" means the average
                Compensation for the three (3) consecutive Years of Service with
                the Employer while a Participant in the Plan that produces the
                highest average. A Year


                                       24
<PAGE>

                of Service with the Employer is the twelve (12) consecutive
                month period ending on the last day of the Limitation Year.

                (8)     "Master or Prototype Plan" means a plan the form of
                which is the subject of a favorable opinion letter from the
                Internal Revenue Service.

                (9)     "Maximum Permissible Amount" means the maximum Annual
                Addition that may be contributed or allocated to a Participant's
                accounts under the Plan for any "Limitation Year," which shall
                not exceed the lesser of:

                        (i)     the "Defined Contribution Dollar Limitation," or

                        (ii)    twenty-five percent (25%) of the Participant's
                        415 Compensation for the "Limitation Year."

                                The Compensation Limitation referred to in (ii)
                        shall not apply to any contribution for medical benefits
                        (within the meaning of Code Sections 401(h) or
                        419A(f)(2)) which is otherwise treated as an "Annual
                        Addition."

                                If a short Limitation Year is created because of
                        an amendment changing the Limitation Year to a different
                        twelve (12) consecutive month period, the "Maximum
                        Permissible Amount" will not exceed the "Defined
                        Contribution Dollar Limitation multiplied by a fraction,
                        the numerator of which is the number of months in the
                        short Limitation Year and the denominator of which is
                        twelve (12).

                (10)    "Projected Annual Benefit" means the annual retirement
                benefit (adjusted to an actuarially equivalent "straight life
                annuity" if such benefit is expressed in a form other than a
                "straight life annuity" or qualified joint and survivor annuity)
                to which the Participant would be entitled under the terms of
                the plan assuming:

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

                        (ii)    the Participant's 415 Compensation for the
                        current Limitation Year and all other relevant factors
                        used to determine benefits under the Plan will remain
                        constant for all future Limitation Years.

                For purposes of this subsection, "straight life annuity" means
                an annuity that is payable in equal installments for the life of
                the Participant that terminates upon the Participant's death.

                (g)     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.

4.5     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                Allocation of "Annual Additions" (as defined in Section 4.4) to
a Participant's Combined Account for a Limitation Year generally will cease once
the limits of Section 4.4 have been reached for such Limitation Year. However,
if as a result of the allocation of Forfeitures, a reasonable error in
estimating a Participant's annual 415 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 4.4, 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 provided in Section 4.4 to be exceeded, the "Excess Amount" will be
disposed of in one of the following manners, as uniformly determined by the Plan
Administrator for all Participants similarly situated:

                (a)     Any after-tax voluntary Employee contributions (plus
        attributable gains), to the extent they would reduce the Excess Amount,
        will be distributed to the Participant;

                (b)     If, after the application of subparagraph (a), an
        "Excess Amount" still exists, any unmatched Elective Deferrals (and for
        Limitation Years beginning after December 31, 1995, any gains
        attributable to such Elective Deferrals), to the extent they would
        reduce the Excess Amount, will be distributed to the Participant;

                (c)     To the extent necessary, matched Elective Deferrals and
        Employer matching contributions will be proportionately reduced from the
        Participant's Account. The Elective Deferrals (and for Limitation Years
        beginning after December 31, 1995, any gains attributable to such
        Elective Deferrals) will be distributed to the Participant and the


                                       25
<PAGE>

        Employer matching contributions (and for Limitation Years beginning
        after December 31, 1995, any gains attributable to such matching
        contributions) will be used to reduce the Employer's contributions in
        the next Limitation Year;

                (d)     If, after the application of subparagraphs (a), (b) and
        (c), an "Excess Amount" still exists, and the Participant is covered by
        the Plan at the end of the Limitation Year, the "Excess Amount" in the
        Participant's Account will be used to reduce Employer contributions
        (including any allocation of Forfeitures) for such Participant in the
        next Limitation Year, and each succeeding Limitation Year if necessary;

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

                (f)     If a suspense account is in existence at any time during
        a Limitation Year pursuant to this Section, no investment gains and
        losses shall be allocated to such suspense account. If a suspense
        account is in existence at any time during a particular Limitation Year,
        all amounts in the suspense account must be allocated and reallocated to
        Participants' Accounts before any Employer contributions or any Employee
        contributions may be made to the Plan for that Limitation Year. Except
        as provided in (a), (b) and (c) above, "Excess Amounts" may not be
        distributed to Participants or Former Participants.

4.6     ROLLOVERS

                (a)     If elected in the Adoption Agreement and with the
        consent of the Administrator, the Plan may accept a "rollover," provided
        the "rollover" will not jeopardize the tax-exempt status of the Plan or
        create adverse tax consequences for the Employer. The amounts rolled
        over 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 be subject to forfeiture for any reason. For
        purposes of this Section, the term Participant shall include any
        Eligible Employee who is not yet a Participant, if, pursuant to the
        Adoption Agreement, "rollovers" are permitted to be accepted from
        Eligible Employees. In addition, for purposes of this Section the term
        Participant shall also include former Employees if the Employer and
        Administrator consent to accept "rollovers" of distributions made to
        former Employees from any plan of the Employer.

                (b)     Amounts in a Participant's Rollover Account shall be
        held by the Trustee pursuant to the provisions of this Plan and may not
        be withdrawn by, or distributed to the Participant, in whole or in part,
        except as elected in the Adoption Agreement and subsection (c) below.
        The Trustee shall have no duty or responsibility to inquire as to the
        propriety of the amount, value or type of assets transferred, nor to
        conduct any due diligence with respect to such assets; provided,
        however, that such assets are otherwise eligible to be held by the
        Trustee under the terms of this Plan.

                (c)     At Normal Retirement Date, or such other date when the
        Participant or Eligible Employee or such Participant's or Eligible
        Employee's Beneficiary shall be entitled to receive benefits, the
        Participant's Rollover Account shall be used to provide additional
        benefits to the Participant or the Participant's Beneficiary. Any
        distribution of amounts held in a Participant's Rollover Account shall
        be made in a manner which is consistent with and satisfies the
        provisions of Sections 6.5 and 6.6, including, but not limited to, all
        notice and consent requirements of Code Sections 411(a)(11) and 417 and
        the Regulations thereunder. Furthermore, such amounts shall be
        considered to be part of a Participant's benefit in determining whether
        an involuntary cash-out of benefits may be made without Participant
        consent.

                (d)     The Administrator may direct that rollovers made after a
        Valuation Date be segregated into a separate account for each
        Participant until such time as the allocations pursuant to this Plan
        have been made, at which time they may remain segregated, invested as
        part of the general Trust Fund or, if elected in the Adoption Agreement,
        directed by the Participant.

                (e)     For purposes of this Section, the term "qualified plan"
        shall mean any tax qualified plan under Code Section 401(a), or any
        other plans from which distributions are eligible to be rolled over into
        this Plan pursuant to the Code. The term "rollover" means: (i) amounts
        transferred to this Plan in a direct rollover made pursuant to Code
        Section 401(a)(31) from another "qualified plan"; (ii) distributions
        received by an Employee from other "qualified plans" which are eligible
        for tax-free rollover to a "qualified plan" and which are transferred by
        the Employee to this Plan within sixty (60) days following receipt
        thereof; (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" (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; (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 receipt thereof from such conduit individual
        retirement account; and (v) any other amounts which are eligible to be
        rolled over to this Plan pursuant to the Code.


                                       26
<PAGE>

                (f)     Prior to accepting any "rollovers" to which this Section
        applies, the Administrator may require the Employee to establish (by
        providing opinion of counsel or otherwise) that the amounts to be rolled
        over to this Plan meet the requirements of this Section.

4.7     PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS

                (a)     With the consent of the Administrator, amounts may be
        transferred (within the meaning of Code Section 414(l)) to this Plan
        from other tax qualified plans under Code Section 401(a), provided the
        plan 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. Prior
        to accepting any transfers to which this Section applies, the
        Administrator may require an opinion of counsel that the amounts to be
        transferred meet the requirements of this Section. The amounts
        transferred shall be set up in a separate account herein referred to as
        a "Participant's Transfer Account." Furthermore, for Vesting purposes,
        the Participant's Transfer Account shall be treated as a separate
        "Participant's Account."

                (b)     Amounts in a Participant's Transfer Account shall be
        held by the Trustee pursuant to the provisions of this Plan and may not
        be withdrawn by, or distributed to the Participant, in whole or in part,
        except as elected in the Adoption Agreement and subsection (d) below,
        provided the restrictions of subsection (c) below and Section 6.15 are
        satisfied. The Trustee shall have no duty or responsibility to inquire
        as to the propriety of the amount, value or type of assets transferred,
        nor to conduct any due diligence with respect to such assets; provided,
        however, that such assets are otherwise eligible to be held by the
        Trustee under the terms of this Plan.

                (c)     Except as permitted by Regulations (including Regulation
        1.411(d)-4), amounts attributable to elective contributions (as defined
        in Regulation 1.401(k)-1(g)(3)), including amounts treated as elective
        contributions, which are transferred from another qualified plan in a
        plan-to-plan transfer (other than a direct rollover) shall be subject to
        the distribution limitations provided for in Regulation 1.401(k)-1(d).

                (d)     At Normal Retirement Date, or such other date when the
        Participant or the Participant's Beneficiary shall be entitled to
        receive benefits, the Participant's Transfer Account shall be used to
        provide additional benefits to the Participant or the Participant's
        Beneficiary. Any distribution of amounts held in a Participant's
        Transfer Account shall be made in a manner which is consistent with and
        satisfies the provisions of Sections 6.5 and 6.6, including, but not
        limited to, all notice and consent requirements of Code Sections
        411(a)(11) and 417 and the Regulations thereunder. Furthermore, such
        amounts shall be considered to be part of a Participant's benefit in
        determining whether an involuntary cash-out of benefits may be made
        without Participant consent.

                (e)     The Administrator may direct that Employee transfers
        made after a Valuation Date be segregated into a separate account for
        each Participant until such time as the allocations pursuant to this
        Plan have been made, at which time they may remain segregated, invested
        as part of the general Trust Fund or, if elected in the Adoption
        Agreement, directed by the Participant.

                (f)     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 8.1(e).

4.8     VOLUNTARY EMPLOYEE CONTRIBUTIONS

                (a)     Except as provided in subsection 4.8(b) below, this Plan
        will not accept after-tax voluntary Employee contributions. If this is
        an amendment to a Plan that had previously allowed after-tax voluntary
        Employee contributions, then this Plan will not accept after-tax
        voluntary Employee contributions for Plan Years beginning after the Plan
        Year in which this Plan is adopted by the Employer.

                (b)     For 401(k) Plans, if elected in the Adoption Agreement,
        each Participant who is eligible to make Elective Deferrals may, in
        accordance with nondiscriminatory procedures established by the
        Administrator, elect to make after-tax voluntary Employee contributions
        to this Plan. Such contributions must generally be paid to the Trustee
        within a reasonable period of time after being received by the Employer.

                (c)     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.

                (d)     A Participant may elect at any time to withdraw
        after-tax voluntary Employee contributions from such Participant's
        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 411(a)(11) and 417 and the Regulations thereunder. If
        the Administrator maintains sub-accounts with respect to after-tax
        voluntary Employee contributions (and earnings thereon) which were made
        on or before a specified date, a


                                       27
<PAGE>

        Participant shall be permitted to designate which sub-account shall be
        the source for the withdrawal. Forfeitures of Employer contributions
        shall not occur solely as a result of an Employee's withdrawal of
        after-tax voluntary Employee contributions.

                In the event a Participant has received a hardship distribution
        pursuant to Regulation 1.401(k)-1(d)(2)(iii)(B) from any plan maintained
        by the Employer, then the Participant shall be barred from making any
        after-tax voluntary Employee contributions for a period of twelve (12)
        months after receipt of the hardship distribution.

                (e)     At Normal Retirement Date, or such other date when the
        Participant or the Participant's Beneficiary is entitled to receive
        benefits, the Participant's Voluntary Contribution Account shall be used
        to provide additional benefits to the Participant or the Participant's
        Beneficiary.

                (f)     To the extent a Participant has previously made
        mandatory Employee contributions under prior provisions of this Plan,
        such contributions will be treated as after-tax voluntary Employee
        contributions.

4.9     QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS

                (a)     If this is an amendment to a Plan that previously
        permitted deductible voluntary Employee contributions, then each
        Participant who made "Qualified Voluntary Employee Contributions" within
        the meaning of Code Section 219(e)(2) as it existed prior to the
        enactment of the Tax Reform Act of 1986, shall have such contributions
        held in a separate Qualified Voluntary Employee Contribution Account
        which shall be fully Vested at all times. Such contributions, however,
        shall not be permitted for taxable years beginning after December 31,
        1986.

                (b)     A Participant may, upon written request delivered to the
        Administrator, make withdrawals from such Participant's Qualified
        Voluntary Employee Contribution Account. Any distribution 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 411(a)(11) and 417 and the Regulations
        thereunder.

                (c)     At Normal Retirement Date, or such other date when the
        Participant or the Participant's Beneficiary is entitled to receive
        benefits, the Qualified Voluntary Employee Contribution Account shall be
        used to provide additional benefits to the Participant or the
        Participant's Beneficiary.

4.10    DIRECTED INVESTMENT ACCOUNT

                (a)     If elected in the Adoption Agreement, all Participants
        may direct the Trustee as to the investment of all or a portion of their
        individual account balances as set forth in the Adoption Agreement and
        within limits set by the Employer. Participants may direct the Trustee,
        in writing (or in such other form which is acceptable to the Trustee),
        to invest their accounts in specific assets, specific funds or other
        investments permitted under the Plan and the Participant Direction
        Procedures. That portion of the account of any Participant that is
        subject to investment direction of such Participant will be considered a
        Participant Directed Account.

                (b)     The Administrator will establish a Participant Direction
        Procedure, to be applied in a uniform and nondiscriminatory manner,
        setting forth the permissible investment options under this Section, how
        often changes between investments may be made, and any other limitations
        and provisions that the Administrator may impose on a Participant's
        right to direct investments.

                (c)     The Administrator may, in its discretion, include or
        exclude by amendment or other action from the Participant Direction
        Procedures such instructions, guidelines or policies as it deems
        necessary or appropriate to ensure proper administration of the Plan,
        and may interpret the same accordingly.

                (d)     As of each Valuation Date, all Participant Directed
        Accounts shall be charged or credited with the net earnings, gains,
        losses and expenses as well as any appreciation or depreciation in the
        market value using publicly listed fair market values when available or
        appropriate as follows:

                (1)     to the extent the assets in a Participant Directed
                Account are accounted for as pooled assets or investments, the
                allocation of earnings, gains and losses of each Participant's
                Account shall be based upon the total amount of funds so
                invested in a manner proportionate to the Participant's share of
                such pooled investment; and

                (2)     to the extent the assets in a Participant Directed
                Account are accounted for as segregated assets, the allocation
                of earnings, gains on and losses from such assets shall be made
                on a separate and distinct basis.

                (e)     Investment directions will be processed as soon as
        administratively practicable after proper investment directions are
        received from the Participant. No guarantee is made by the Plan,
        Employer, Administrator or Trustee that investment directions will be
        processed on a daily basis, and no guarantee is made in any respect
        regarding


                                       28
<PAGE>

        the processing time of an investment direction. Notwithstanding any
        other provision of the Plan, the Employer, Administrator or Trustee
        reserves the right to not value an investment option on any given
        Valuation Date for any reason deemed appropriate by the Employer,
        Administrator or Trustee. Furthermore, the processing of any investment
        transaction may be delayed for any legitimate business reason
        (including, but not limited to, failure of systems or computer programs,
        failure of the means of the transmission of data, force majeure, the
        failure of a service provider to timely receive values or prices, and
        correction for errors or omissions or the errors or omissions of any
        service provider). The processing date of a transaction will be binding
        for all purposes of the Plan and considered the applicable Valuation
        Date for an investment transaction.

                (f)     If the Employer has elected in the Adoption Agreement
        that it intends to operate any portion of this Plan as an Act Section
        404(c) plan, the Participant Direction Procedures should provide an
        explanation of the circumstances under which Participants and their
        Beneficiaries may give investment instructions, including but not
        limited to, the following:

                (1)     the conveyance of instructions by the Participants and
                their Beneficiaries to invest Participant Directed Accounts in a
                Directed Investment Option;

                (2)     the name, address and phone number of the Fiduciary
                (and, if applicable, the person or persons designated by the
                Fiduciary to act on its behalf) responsible for providing
                information to the Participant or a Beneficiary upon request
                relating to the Directed Investment Options;

                (3)     applicable restrictions on transfers to and from any
                Designated Investment Alternative;

                (4)     any restrictions on the exercise of voting, tender and
                similar rights related to a Directed Investment Option by the
                Participants or their Beneficiaries;

                (5)     a description of any transaction fees and expenses which
                affect the balances in Participant Directed Accounts in
                connection with the purchase or sale of a Directed Investment
                Option; and

                (6)     general procedures for the dissemination of investment
                and other information relating to the Designated Investment
                Alternatives as deemed necessary or appropriate, including but
                not limited to a description of the following:

                        (i)     the investment vehicles available under the
                        Plan, including specific information regarding any
                        Designated Investment Alternative;

                        (ii)    any designated Investment Managers; and

                        (iii)   a description of the additional information that
                        may be obtained upon request from the Fiduciary
                        designated to provide such information.

                (g)     With respect to those assets in a Participant's Directed
        Account, the Participant or Beneficiary shall direct the Trustee with
        regard to any voting, tender and similar rights associated with the
        ownership of such assets (hereinafter referred to as the "Stock Rights")
        as follows based on the election made in the Adoption Agreement:

                (1)     each Participant or Beneficiary shall direct the Trustee
                to vote or otherwise exercise such Stock Rights in accordance
                with the provisions, conditions and terms of any such Stock
                Rights;

                (2)     such directions shall be provided to the Trustee by the
                Participant or Beneficiary in accordance with the procedure as
                established by the Administrator and the Trustee shall vote or
                otherwise exercise such Stock Rights with respect to which it
                has received directions to do so under this Section; and

                (3)     to the extent to which a Participant or Beneficiary does
                not instruct the Trustee to vote or otherwise exercise such
                Stock Rights, such Participants or Beneficiaries shall be deemed
                to have directed the Trustee that such Stock Rights remain
                nonvoted and unexercised.

                (h)     Any information regarding investments available under
        the Plan, to the extent not required to be described in the Participant
        Direction Procedures, may be provided to Participants in one or more
        documents (or in any other form, including, but not limited to,
        electronic media) which are separate from the Participant Direction
        Procedures and are not thereby incorporated by reference into this Plan.


                                       29
<PAGE>

4.11    INTEGRATION IN MORE THAN ONE PLAN

                If the Employer maintains qualified retirement plans that
provide for permitted disparity (integration), the provisions of Section
4.3(b)(4) will apply. Furthermore, if the Employer maintains two or more
standardized paired plans, only one plan may provide for permitted disparity.

4.12    QUALIFIED MILITARY SERVICE

                Notwithstanding any provisions of this Plan to the contrary,
effective as of the later of December 12, 1994, or the Effective Date of the
Plan, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Code Section 414(u).
Furthermore, loan repayments may be suspended under this Plan as permitted under
Code Section 414(u)(4).

                                     ARTICLE
                                  V VALUATIONS

5.1     VALUATION OF THE TRUST FUND

                The Administrator shall direct the Trustee, as of each Valuation
Date, 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 (or their
contractual value in the case of a Contract or Policy) as of the Valuation Date
and may deduct all expenses for which the Trustee has not yet been paid by the
Employer or the Trust Fund. The Trustee may update the value of any shares held
in a Participant Directed Account by reference to the number of shares held on
behalf of the Participant, priced at the market value as of the Valuation Date.

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 employment with the Employer and
retire for purposes hereof on the Participant's Normal Retirement Date or Early
Retirement Date. However, a Participant may postpone the termination of
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 4.3, shall continue until such Participant's Retirement
Date. Upon a Participant's Retirement Date, or if elected in the Adoption
Agreement, the attainment of Normal Retirement Date without termination of
employment with the Employer, or as soon thereafter as is practicable, the
Administrator shall direct the distribution, at the election of the Participant,
of the Participant's entire Vested interest in the Plan in accordance with
Section 6.5.

6.2     DETERMINATION OF BENEFITS UPON DEATH

                (a)     Upon the death of a Participant before the Participant's
        Retirement Date or other termination of employment, all amounts credited
        to such Participant's Combined Account shall, if elected in the Adoption
        Agreement, become fully Vested. The Administrator shall direct, in
        accordance with the provisions of Sections 6.6 and 6.7, the distribution
        of the deceased Participant's Vested accounts to the Participant's
        Beneficiary.

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

                (c)     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.


                                       30
<PAGE>

                (d)     Unless otherwise elected in the manner prescribed in
        Section 6.6, the Beneficiary of the Pre-Retirement Survivor Annuity
        shall be the Participant's surviving spouse. Except, however, the
        Participant may designate a Beneficiary other than the spouse for the
        Pre-Retirement Survivor Annuity if:

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

                (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),

                (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 a designation of a Beneficiary or change a Beneficiary
        by filing written (or in such other form as permitted by the IRS) notice
        of such revocation or change with the Administrator. However, the
        Participant's spouse must again consent in writing (or in such other
        form as permitted by the IRS) 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.

                (e)     A Participant may, at any time, designate a Beneficiary
        for death benefits, if any, payable under the Plan that are in excess of
        the Pre-Retirement Survivor Annuity without the waiver or consent of the
        Participant's spouse. In the event no valid designation of Beneficiary
        exists, or if the Beneficiary is not alive at the time of the
        Participant's death, the death benefit will be paid in the following
        order of priority, unless the Employer specifies a different order of
        priority in an addendum to the Adoption Agreement, to:

                (1)     The Participant's surviving spouse;

                (2)     The Participant's children, including adopted children,
                per stirpes

                (3)     The Participant's surviving parents, in equal shares; or

                (4)     The Participant's estate.

        If the Beneficiary does not predecease the Participant, but dies prior
        to distribution of the death benefit, the death benefit will be paid to
        the Beneficiary's estate.

                (f)     Notwithstanding anything in this Section to the
        contrary, if a Participant has designated the spouse as a Beneficiary,
        then a divorce decree or a legal separation that relates to such spouse
        shall revoke the Participant's designation of the spouse as a
        Beneficiary unless the decree or a qualified domestic relations order
        (within the meaning of Code Section 414(p)) provides otherwise or a
        subsequent Beneficiary designation is made.

                (g)     If the Plan provides an insured death benefit and a
        Participant dies before any insurance coverage to which the Participant
        is entitled under the Plan is effected, the death benefit from such
        insurance coverage shall be limited to the premium which was or
        otherwise would have been used for such purpose.

                (h)     In the event of any conflict between the terms of this
        Plan and the terms of any Contract issued hereunder, the Plan provisions
        shall control.

6.3     DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

                In the event of a Participant's Total and Permanent Disability
prior to the Participant's Retirement Date or other termination of employment,
all amounts credited to such Participant's Combined Account shall, if elected in
the Adoption Agreement, become fully Vested. In the event of a Participant's
Total and Permanent Disability, the Administrator, in accordance with the
provisions of Sections 6.5 and 6.7, shall direct the distribution to such
Participant of the entire Vested interest in the Plan.


                                       31
<PAGE>

6.4     DETERMINATION OF BENEFITS UPON TERMINATION

                (a)     If a Participant's employment with the Employer is
        terminated for any reason other than death, Total and Permanent
        Disability, or retirement, then such Participant shall be entitled to
        such benefits as are provided herein.

                        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, Total and
        Permanent Disability, Early or Normal Retirement). However, at the
        election of the Participant, the Administrator shall direct that the
        entire Vested portion of the Terminated Participant's Combined Account
        be payable to such Terminated Participant provided the conditions, if
        any, set forth in the Adoption Agreement have been satisfied. 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
        411(a)(11) and 417 and the Regulations thereunder.

                        Regardless of whether distributions in kind are
        permitted, in the event the amount of the Vested portion of the
        Terminated Participant's Combined Account equals or exceeds the fair
        market value of any insurance Contracts, the Trustee, when so directed
        by the Administrator and agreed to by the Terminated Participant, shall
        assign, transfer, and set over to such Terminated Participant all
        Contracts on such Terminated Participant's life in such form or with
        such endorsements, so that the settlement options and forms of payment
        are consistent with the provisions of Section 6.5. In the event that the
        Terminated Participant's Vested portion does not at least equal the fair
        market value of the Contracts, if any, the Terminated Participant may
        pay over to the Trustee the sum needed to make the distribution equal to
        the value of the Contracts being assigned or transferred, or the
        Trustee, pursuant to the Participant's election, may borrow the cash
        value of the Contracts from the Insurer so that the value of the
        Contracts is equal to the Vested portion of the Terminated Participant's
        Combined Account and then assign the Contracts to the Terminated
        Participant.

                        Notwithstanding the above, unless otherwise elected in
        the Adoption Agreement, if the value of a Terminated Participant's
        Vested benefit derived from Employer and Employee contributions does not
        exceed $5,000 (or, $3,500 for distributions made prior to the later of
        the first day of the first Plan Year beginning on or after August 5,
        1997, or the date specified in the Adoption Agreement) the Administrator
        shall direct that the entire Vested benefit be paid to such Participant
        in a single lump-sum without regard to the consent of the Participant or
        the Participant's spouse. A Participant's Vested benefit shall not
        include Qualified Voluntary Employee Contributions within the meaning of
        Code Section 72(o)(5)(B) for Plan Years beginning prior to January 1,
        1989. Furthermore, the determination of whether the $5,000 (or, if
        applicable, $3,500) threshold has been exceeded is generally based on
        the value of the Vested benefit as of the Valuation Date preceding the
        date of the distribution. However, if the "lookback rule" applies, the
        applicable threshold is deemed to be exceeded if the Vested benefit
        exceeded the applicable threshold at the time of any prior distribution.
        The "lookback rule" generally applies to all distributions made prior to
        March 22, 1999. With respect to distributions made on or after March 22,
        1999, the "lookback rule" applies if either (1) the provisions of
        Section 6.12 do not apply or (2) a Participant has begun to receive
        distributions pursuant to an optional form of benefit under which at
        least one scheduled periodic distribution has not yet been made, and if
        the value of the Participant's benefit, determined at the time of the
        first distribution under that optional form of benefit exceeded the
        applicable threshold. However, the Plan does not fail to satisfy the
        requirements of this paragraph if, prior to the adoption of this
        Prototype Plan, the "lookback rule" was applied to all distributions.
        Notwithstanding the preceding, the "lookback rule" will not apply to any
        distributions made on or after October 17, 2000.

                (b)     The Vested portion of any Participant's Account shall be
        a percentage of such Participant's Account determined on the basis of
        the Participant's number of Years of Service (or Periods of Service if
        the Elapsed Time Method is elected) according to the vesting schedule
        specified in the Adoption Agreement. However, a Participant's entire
        interest in the Plan shall be non-forfeitable upon the Participant's
        Normal Retirement Age (if the Participant is employed by the Employer on
        or after such date).

                (c)     For any Top Heavy Plan Year, the minimum top heavy
        vesting schedule elected by the Employer in the Adoption Agreement will
        automatically apply to the Plan. The minimum top heavy vesting schedule
        applies to all benefits within the meaning of Code Section 411(a)(7)
        except those attributable to Employee contributions, including benefits
        accrued before the effective date of Code Section 416 and benefits
        accrued before the Plan became top heavy. Further, no decrease in a
        Participant's Vested percentage shall occur in the event the Plan's
        status as top heavy changes for any Plan Year. However, this Section
        does not apply to the account balances of any Employee who does not have
        an Hour of Service after the Plan has initially become top heavy and the
        Vested percentage of such Employee's Participant's Account shall be
        determined without regard to this Section 6.4(c).

                        If in any subsequent Plan Year the Plan ceases to be a
        Top Heavy Plan, then unless a specific Plan amendment is made to provide
        otherwise, the Administrator will continue to use the vesting schedule
        in effect while the Plan was a Top Heavy Plan.


                                       32
<PAGE>

                (d)     Upon the complete discontinuance of the Employer's
        contributions to the Plan (if this is a profit sharing plan) or upon any
        full or partial termination of the Plan, all amounts then credited to
        the account of any affected Participant shall become 100% Vested and
        shall not thereafter be subject to Forfeiture.

                (e)     If this is an amended or restated Plan, then
        notwithstanding the vesting schedule specified in the Adoption
        Agreement, 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. The
        computation of a Participant's nonforfeitable percentage of such
        Participant's interest in the Plan shall not be reduced as the result of
        any direct or indirect amendment to this Article, or due to changes in
        the Plan's status as a Top Heavy Plan. Furthermore, if the Plan's
        vesting schedule is amended, then the amended schedule will only apply
        to those Participants who complete an Hour of Service after the
        effective date of the amendment.

                (f)     If the Plan's vesting schedule is amended, or if the
        Plan is amended in any way that directly or indirectly affects the
        computation of the Participant's nonforfeitable percentage or if the
        Plan is deemed amended by an automatic change to a top heavy vesting
        schedule, then each Participant with at least three (3) Years of Service
        (or Periods of Service if the Elapsed Time Method is elected) as of the
        expiration date of the election period may elect to have such
        Participant's nonforfeitable percentage computed under the Plan without
        regard to such amendment or change. If a Participant fails to make such
        election, then such Participant shall be subject to the new vesting
        schedule. The Participant's election period shall commence on the
        adoption date of the amendment and shall end sixty (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.

                (g)     In determining Years of Service or Periods of Service
        for purposes of vesting under the Plan, Years of Service or Periods of
        Service shall be excluded as elected in the Adoption Agreement.

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 Plan
        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 either fifty percent
        (50%), seventy-five percent (75%) (or, sixty-six and two-thirds percent
        (66 2/3%) if the Insurer used to provide the annuity does not offer a
        joint and seventy-five percent (75%) annuity), or one hundred percent
        (100%) of the rate at which such benefits were payable to the
        Participant. Unless otherwise elected in the Adoption Agreement, a joint
        and fifty percent (50%) survivor annuity shall be considered the
        designated qualified Joint and Survivor Annuity and the normal form of
        payment for the purposes of this Plan. However, the Participant may,
        without spousal consent, elect an alternative Joint and Survivor
        Annuity, which alternative shall be equal in value to the designated
        qualified Joint and Survivor Annuity. An unmarried Participant shall
        receive the value of such Participant's benefit in the form of a life
        annuity. Such unmarried Participant, however, may elect 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 fulfilling 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 on 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 (or in such other
                form as permitted by the IRS) during the election period and be
                consented to in writing (or in such other form as permitted by
                the IRS) 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 and consented to by such
                Participant's spouse may be revoked by the Participant in
                writing (or in such other form as permitted by the IRS) without
                the consent of the spouse at any time during the election
                period. A revocation of a prior election shall cause the
                Participant's benefits to be distributed as a Joint and Survivor
                Annuity. The number of revocations shall not be limited.


                                       33
<PAGE>

                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 ninety (90) day period ending on the
                Annuity Starting Date.

                (4)     For purposes of this Section, spouse or surviving spouse
                means the spouse or surviving spouse of the Participant,
                provided that a former spouse will be treated as the spouse or
                surviving spouse and a current spouse will not be treated as the
                spouse or surviving spouse to the extent provided under a
                qualified domestic relations order as described in Code Section
                414(p).

                (5)     With regard to the election, except as otherwise
                provided herein, the Administrator shall provide to the
                Participant no less than thirty (30) days and no more than
                ninety (90) days before the Annuity Starting Date a written (or
                such other form as permitted by the IRS) explanation of:

                        (i)     the terms and conditions of the Joint and
                        Survivor Annuity,

                        (ii)    the Participant's right to make and the effect
                        of an election to waive the Joint and Survivor Annuity,

                        (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.

                (6)     Any distribution provided for in this Section made on or
                after December 31, 1996, may commence less than thirty (30) days
                after the notice required by Code Section 417(a)(3) is given
                provided the following requirements are satisfied:

                        (i)     the Administrator clearly informs the
                        Participant that the Participant has a right to a period
                        of thirty (30) days after receiving the notice to
                        consider whether to waive the Joint and Survivor Annuity
                        and to elect (with spousal consent) a form of
                        distribution other than a Joint and Survivor Annuity;

                        (ii)    the Participant is permitted to revoke any
                        affirmative distribution election at least until the
                        Annuity Starting Date or, if later, at any time prior to
                        the expiration of the seven (7) day period that begins
                        the day after the explanation of the Joint and Survivor
                        Annuity is provided to the Participant;

                        (iii)   the Annuity Starting Date is after the time that
                        the explanation of the Joint and Survivor Annuity is
                        provided to the Participant. However, the Annuity
                        Starting Date may be before the date that any
                        affirmative distribution election is made by the
                        Participant and before the date that the distribution is
                        permitted to commence under (iv) below; and

                        (iv)    distribution in accordance with the affirmative
                        election does not commence before the expiration of the
                        seven (7) day period that begins the day after the
                        explanation of the Joint and Survivor Annuity is
                        provided to the Participant.

                (b)     In the event a married Participant duly elects pursuant
        to paragraph (a)(2) above not to receive the 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 distribution to a Participant or
        Beneficiary any amount to which the Participant or Beneficiary is
        entitled under the Plan in one or more of the following methods which
        are permitted pursuant to the Adoption Agreement:

                (1)     One lump-sum payment in cash or in property that is
                allocated to the accounts of the Participant at the time of the
                distribution;

                (2)     Partial withdrawals;

                (3)     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


                                       34
<PAGE>

                which such payment is to be made shall not extend beyond the
                Participant's life expectancy (or the life expectancy of the
                Participant and the Participant's designated Beneficiary);

                (4)     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 the
                Participant's designated Beneficiary) or the life expectancy of
                the Participant (or the life expectancy of the Participant and
                the Participant's designated Beneficiary).

                (c)     Benefits may not be paid without the Participant's and
        the Participant's spouse's consent if the present value of the
        Participant's Joint and Survivor Annuity derived from Employer and
        Employee contributions exceeds, or has ever exceeded, $5,000 (or $3,500,
        for distributions made prior to the later of the first day of the first
        Plan Year beginning after August 5, 1997, or the date specified in the
        Adoption Agreement) and the benefit is "immediately distributable."
        However, spousal consent is not required if the distribution will made
        in the form a Qualified Joint and Survivor Annuity and the benefit is
        "immediately distributable." A benefit is "immediately distributable" if
        any part of the benefit could be distributed to the Participant (or
        surviving spouse) before the Participant attains (or would have attained
        if not deceased) the later of the Participant's Normal Retirement Age or
        age 62.

                If the value of the Participant's benefit derived from Employer
and Employee contributions does not exceed, and has never exceeded at the time
of any prior distribution, $5,000 (or, if applicable, $3,500), then the
Administrator will distribute such benefit in a lump-sum without such
Participant's consent. No distribution may be made under the preceding sentence
after the Annuity Starting Date unless the Participant and the Participant's
spouse consent in writing (or in such other form as permitted by the IRS) to
such distribution. Any consent required under this paragraph must be obtained
not more than ninety (90) days before commencement of the distribution and shall
be made in a manner consistent with Section 6.5(a)(2). Notwithstanding the
preceding, the "lookback rule" (which provides that if the present value at the
time of a prior distribution exceeded the applicable dollar threshold, then the
present value at any subsequent time is deemed to exceed the threshold) will not
apply to any distributions made on or after October 17, 2000.

                (d)     The following rules will apply with respect to the
        consent requirements set forth in subsection (c):

                (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 the 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 that are required under Section 6.5(e);

                (3)     Notice of the rights specified under this paragraph
                shall be provided no less than thirty (30) days and no more than
                ninety (90) days before the Annuity Starting Date;

                (4)     Written (or such other form as permitted by the IRS)
                consent of the Participant to the distribution must not be made
                before the Participant receives the notice and must not be made
                more than ninety (90) days before the Annuity Starting Date; and

                (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, for Plan Years beginning after December 31, 1996, the
        distribution of a Participant's benefits, 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):

                (1)     A Participant's benefits will be distributed or must
                begin to be distributed not later than the Participant's
                "required beginning date." Alternatively, distributions to a
                Participant must begin no later than the Participant's "required
                beginning date" 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
                the Participant's designated Beneficiary) in accordance with
                Regulations. However, if the distribution is to be in the form
                of a joint and survivor annuity or single life annuity, then
                distributions must begin no later than the "required beginning
                date" and must be made over the life of the Participant (or the
                lives of the Participant and the Participant's designated
                Beneficiary) in accordance with Regulations.


                                       35
<PAGE>

                (2)     The "required beginning date" for a Participant who is a
                "five percent (5%) owner" with respect to the Plan Year ending
                in the calendar year in which such Participant attains age 70
                1/2 means April 1st of the calendar year following the calendar
                year in which the Participant attains age 70 1/2. Once
                distributions have begun to a "five percent (5%) owner" under
                this subsection, they must continue to be distributed, even if
                the Participant ceases to be a "five percent (5%) owner" in a
                subsequent year.

                (3)     The "required beginning date" for a Participant other
                than a "five percent (5%) owner" means, unless the Employer has
                elected to continue the pre-SBJPA rules in the Adoption
                Agreement, April 1st of the calendar year following the later of
                the calendar year in which the Participant attains age 70 1/2 or
                the calendar year in which the Participant retires.

                (4)     If the election is made to continue the pre-SBJPA rules,
                then except as provided below, the "required beginning date" is
                April 1st of the calendar year following the calendar year in
                which a Participant attains age 70 1/2.

                        (i)     However, the "required beginning date" for a
                        Participant who had attained age 70 1/2 before January
                        1, 1988, and was not a five percent (5%) owner (within
                        the meaning of Code Section 416) 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, is April 1st of the calendar year
                        following the calendar in which the Participant retires.

                        (ii)    Notwithstanding (i) above, the "required
                        beginning date" for a Participant who was a five percent
                        (5%) owner (within the meaning of Code Section 416) at
                        any time during the five (5) Plan Year period ending in
                        the calendar year in which the Participant attained age
                        70 1/2 is April 1st of the calendar year in which the
                        Participant attained age 70 1/2. In the case of a
                        Participant who became a five percent (5%) owner during
                        any Plan Year after the calendar year in which the
                        Participant attained age 70 1/2, the "required beginning
                        date" is April 1st of the calendar year following the
                        calendar year in which such subsequent Plan Year ends.

                (5)     If this is an amendment or restatement of a plan that
                contained the pre-SBJPA rules and an election is made to use the
                post-SBJPA rules, then the transition rules elected in the
                Adoption Agreement will apply.

                (6)     Except as otherwise provided herein, "five percent (5%)
                owner" means, for purposes of this Section, a Participant who is
                a five percent (5%) owner as defined in Code Section 416 at any
                time during the Plan Year ending with or within the calendar
                year in which such owner attains age 70 1/2.

                (7)     Distributions to a Participant and such Participant's
                Beneficiaries will only be made in accordance with the
                incidental death benefit requirements of Code Section
                401(a)(9)(G) and the Regulations thereunder.

                (8)     For purposes of this Section, the life expectancy of a
                Participant and/or a Participant's spouse (other than in the
                case of a life annuity) shall or shall not be redetermined
                annually as elected in the Adoption Agreement and in accordance
                with Regulations. If the Participant or the Participant's spouse
                may elect, pursuant to the Adoption Agreement, to have life
                expectancies recalculated, then the election, once made shall be
                irrevocable. If no election is made by the time distributions
                must commence, then the life expectancy of the Participant and
                the Participant's spouse shall not be subject to recalculation.
                Life expectancy and joint and last survivor life expectancy
                shall be computed using the return multiples in Tables V and VI
                of Regulation Section 1.72-9.

                (9)     With respect to distributions under the Plan made for
                calendar years beginning on or after January 1, 2001, or if
                later, the date specified in the Adoption Agreement, the Plan
                will apply the minimum distribution requirements of Code Section
                401(a)(9) in accordance with the Regulations under section
                401(a)(9) that were proposed on January 17, 2001,
                notwithstanding any provision of the Plan to the contrary. This
                amendment shall continue in effect until the end of the last
                calendar year beginning before the effective date of final
                Regulations under section 401(a)(9) or such other date as may be
                specified in guidance published by the Internal Revenue Service.

                However, if the date specified in the Adoption Agreement is a
                date in 2001 other than January 1, 2001, then with respect to
                distributions under the Plan made on or after such date for
                calendar years beginning on or after January 1, 2001, the Plan
                will apply the minimum distribution requirements of Code Section
                401(a)(9) in accordance with the Regulations under section
                401(a)(9) that were proposed on January 17, 2001,
                notwithstanding any provision of the Plan to the contrary. If
                the total amount of required minimum distributions made to a
                participant for 2001 prior to the specified date are equal to or
                greater than the amount of required minimum distributions
                determined under the 2001 Proposed Regulations, then no
                additional distributions are required for such participant for
                2001 on or after such date. If the total amount of required
                minimum distributions made to a participant for 2001 prior to
                the specified date are less than the amount


                                       36
<PAGE>

                determined under the 2001 Proposed Regulations, then the amount
                of required minimum distributions for 2001 on or after such date
                will be determined so that the total amount of required minimum
                distributions for 2001 is the amount determined under the 2001
                Proposed Regulations. This amendment shall continue in effect
                until the end of the last calendar year beginning before the
                effective date of final Regulations under section 401(a)(9) or
                such other date as may be specified in guidance published by the
                Internal Revenue Service.

                (f)     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 this Plan.

                (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 retirement 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 (TEFRA).

                (h)     If a distribution is made to a Participant who has not
        severed employment and who is not fully Vested in the Participant's
        Account, and the Participant may increase the Vested percentage in such
        account, then at any relevant time the Participant's Vested portion of
        the account will be equal to an amount ("X") determined by the formula:

                           X equals P (AB plus D) - 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 the relevant time is
        the time at which, under the Plan, the Vested percentage in the account
        cannot increase.

                        However, the Employer may attach an addendum to the
        Adoption Agreement to provide that a separate account shall be
        established for the Participant's interest in the Plan as of the time of
        the distribution, and at any relevant time the Participant's Vested
        portion of the separate account will be equal to an amount determined as
        follows: P (AB plus (R x D)) - (R x D) where R is the ratio of the
        account balance at the relevant time to the account balance after
        distribution and the other terms have the same meaning as in the
        preceding paragraph. Any amendment to change the formula in accordance
        with the preceding sentence shall not be considered an amendment which
        causes this Plan to become an individually designed Plan.

                (i)     If this is a Plan amendment that eliminates or restricts
        the ability of a Participant to receive payment of the Participant's
        interest in the Plan under a particular optional form of benefit, then
        the amendment shall not apply to any distribution with an annuity
        starting date earlier than the earlier of: (i) the 90th day after the
        date the Participant receiving the distribution has been furnished a
        summary that reflects the amendment and that satisfies the Act
        requirements at 29 CFR 2520.104b-3 relating to a summary of material
        modifications or (ii) the first day of the second Plan Year following
        the Plan Year in which the amendment is adopted.

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 the Pre-Retirement Survivor Annuity paid to
        the surviving spouse. 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 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(h).

                (b)     Any election to waive the Pre-Retirement Survivor
        Annuity before the Participant's death must be made by the Participant
        in writing (or in such other form as permitted by the IRS) 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 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 (or such other form as permitted by the IRS) 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 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.


                                       37
<PAGE>

                (d)     With regard to the election, the Administrator shall
        provide each Participant within the applicable election period, with
        respect to such Participant (and consistent with Regulations), a written
        (or such other form as permitted by the IRS) 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; or

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

                        For purposes of applying this subsection, a reasonable
        period ending after the enumerated events described in (2), (3) and (4)
        is the end of the two (2) year period beginning one (1) year prior to
        the date the applicable event occurs, and ending one (1) year after that
        date. In the case of a Participant who separates from service before the
        Plan Year in which age 35 is attained, notice shall be provided within
        the two (2) year period beginning one (1) year prior to separation and
        ending one (1) year after separation. If such a Participant thereafter
        returns to employment with the Employer, the applicable period for such
        Participant shall be redetermined.

                (e)     The Pre-Retirement Survivor Annuity provided for in this
        Section shall apply only to Participants who are credited with an Hour
        of Service on or after August 23, 1984. Former Participants who are not
        credited with an Hour of Service on or after August 23, 1984, shall be
        provided with rights to the Pre-Retirement Survivor Annuity in
        accordance with Section 303(e)(2) of the Retirement Equity Act of 1984.

                (f)     If the value of the Pre-Retirement Survivor Annuity
        derived from Employer and Employee contributions does not exceed, and
        has never exceeded at the time of any prior distribution, $5,000 (or,
        $3,500 for distributions made prior to the later of the first day of the
        first Plan Year beginning after August 5, 1997, or the date specified in
        the Adoption Agreement) the Administrator shall direct the distribution
        of such amount to the Participant's spouse as soon as practicable. No
        distribution may be made under the preceding sentence after the Annuity
        Starting Date unless the spouse consents in writing (or in such other
        form as permitted by the IRS). If the value exceeds, or has ever
        exceeded at the time of any prior distribution, $5,000 (or, if
        applicable, $3,500), an immediate distribution of the entire amount may
        be made to the surviving spouse, provided such surviving spouse consents
        in writing (or in such other form as permitted by the IRS) to such
        distribution. Any consent required under this paragraph must be obtained
        not more than ninety (90) days before commencement of the distribution
        and shall be made in a manner consistent with Section 6.5(a)(2).
        Notwithstanding the preceding, the "lookback rule" (which provides that
        if the present value at the time of a prior distribution exceeded the
        applicable dollar threshold, then the present value at any subsequent
        time is deemed to exceed the threshold) will not apply to any
        distributions made on or after October 17, 2000.

                (g)     Death benefits may be paid to a Participant's
        Beneficiary in one of the following optional forms of benefits subject
        to the rules specified in Section 6.6(h) and the elections made in the
        Adoption Agreement. Such optional forms of distributions may be elected
        by the Participant in the event there is an election to waive the
        Pre-Retirement Survivor Annuity, and for any death benefits in excess of
        the Pre-Retirement Survivor Annuity. However, if no optional form of
        distribution was elected by the Participant prior to death, then the
        Participant's Beneficiary may elect the form of distribution:

                (1)     One lump-sum payment in cash or in property that is
                allocated to the accounts of the Participant at the time of the
                distribution.

                (2)     Partial withdrawals.

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

                (4)     In the form of an annuity over the life expectancy of
                the Beneficiary.


                                       38
<PAGE>

                (5)     If death benefits in excess of the Pre-Retirement
                Survivor Annuity are to be paid to the surviving spouse, such
                benefits may be paid pursuant to (1), (2) or (3) above, or used
                to purchase an annuity so as to increase the payments made
                pursuant to the Pre-Retirement Survivor Annuity.

                (h)     Notwithstanding any provision in the Plan to the
        contrary, distributions upon the death of a Participant shall be made in
        accordance with the following requirements and shall otherwise comply
        with Code Section 401(a)(9) and the Regulations thereunder.

                (1)     If it is determined, pursuant to Regulations, that the
                distribution of a Participant's interest has begun and the
                Participant dies before the entire interest has been
                distributed, the remaining portion of such interest shall be
                distributed at least as rapidly as under the method of
                distribution elected pursuant to Section 6.5 as of the date of
                death.

                (2)     If a Participant dies before receiving any distributions
                of the interest in the Plan or before distributions are deemed
                to have begun pursuant to Regulations, then the death benefit
                shall be distributed to the Participant's Beneficiaries in
                accordance with the following rules subject to the elections
                made in the Adoption Agreement and subsections 6.6(h)(3) and
                6.6(i) below:

                        (i)     The entire death benefit shall be distributed to
                        the Participant's Beneficiaries by December 31st of the
                        calendar year in which the fifth anniversary of the
                        Participant's death occurs;

                        (ii)    The 5-year distribution requirement of (i) above
                        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 (or such later date as may be prescribed by
                        Regulations);

                        (iii)   However, in the event the Participant's spouse
                        (determined as of the date of the Participant's death)
                        is the designated Beneficiary, the provisions of (ii)
                        above shall apply except that the requirement that
                        distributions commence within one year of the
                        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.

                (3)     Notwithstanding subparagraph (2) above, or any elections
                made in the Adoption Agreement, if a Participant's death
                benefits are to be paid in the form of a Pre-Retirement Survivor
                Annuity, then distributions to the Participant's surviving
                spouse 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.

                (i)     For purposes of Section 6.6(h)(2), the election by a
        designated Beneficiary to be excepted from the 5-year distribution
        requirement (if permitted in the Adoption Agreement) must be made no
        later than December 31st of the calendar year following the calendar
        year of the Participant's death. Except, however, with respect to a
        designated Beneficiary who is the Participant's surviving spouse, the
        election must be made by the earlier of: (1) December 31st of the
        calendar year immediately following the calendar year in which the
        Participant died or, if later, December 31st of the calendar year in
        which the Participant would have attained age 70 1/2; or (2) December
        31st of the calendar year which contains the fifth anniversary of the
        date of the Participant's death. An election by a designated Beneficiary
        must be in writing (or in such other form as permitted by the IRS) and
        shall be irrevocable as of the last day of the election period stated
        herein. In the absence of an election by the Participant or a designated
        Beneficiary, the 5-year distribution requirement shall apply.

                (j)     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 or shall not be redetermined annually as elected in the
        Adoption Agreement and in accordance with Regulations. If the
        Participant may elect, pursuant to the Adoption Agreement, to have life
        expectancies recalculated, then the election, once made shall be
        irrevocable. If no election is made by the time distributions must
        commence, then the life expectancy of the Participant and the
        Participant's spouse shall not be subject to recalculation. Life
        expectancy and joint and last survivor life expectancy shall be computed
        using the return multiples in Tables V and VI of Regulation Section
        1.72-9.


                                       39
<PAGE>

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

                (l)     In the event that less than one hundred percent (100%)
        of a Participant's interest in the Plan is distributed to such
        Participant's spouse, the portion of the distribution attributable to
        the Participant's Voluntary Contribution Account shall be in the same
        proportion that the Participant's Voluntary Contribution Account bears
        to the Participant's total interest in the Plan.

                (m)     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 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 (TEFRA).

6.7     TIME OF DISTRIBUTION

                Except as limited by Sections 6.5 and 6.6, whenever a
        distribution is to be made, or a series of payments are to commence, the
        distribution or series of payments 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
        sixtieth (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 tenth (10th) anniversary of the year in which the
        Participant commenced participation in the Plan; or (c) the date the
        Participant terminates service with the Employer.

                Notwithstanding the foregoing, the failure of a Participant and,
        if applicable, the Participant's spouse, to consent to a distribution
        that is "immediately distributable" (within the meaning of Section
        6.5(d)), shall be deemed to be an election to defer the commencement of
        payment of any benefit sufficient to satisfy this Section.

6.8     DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY

                In the event a distribution is to be made to a minor or
        incompetent Beneficiary, then the Administrator may direct that such
        distribution be paid to the legal guardian, or if none in the case of a
        minor Beneficiary, to a parent of such Beneficiary, 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 or incompetent Beneficiary shall fully discharge the
        Trustee, Employer, and Plan from further liability on 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 Beneficiary hereunder shall, at the later of
        the Participant's attainment of age 62 or Normal Retirement Age, remain
        unpaid solely by 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 Beneficiary, the amount so distributable shall be
        treated as a Forfeiture pursuant to the Plan. Notwithstanding the
        foregoing, if the value of a Participant's Vested benefit derived from
        Employer and Employee contributions does not exceed $5,000, then the
        amount distributable may be treated as a Forfeiture at the time it is
        determined that the whereabouts of the Participant or the Participant's
        Beneficiary can not be ascertained. In the event a Participant or
        Beneficiary is located subsequent to the Forfeiture, such benefit shall
        be restored, first from Forfeitures, if any, and then from an additional
        Employer contribution, if necessary. Upon Plan termination, the portion
        of the distributable amount that is an "eligible rollover distribution"
        as defined in Plan Section 6.14(b)(1) may be paid directly to an
        individual retirement account described in Code Section 408(a) or an
        individual retirement annuity described in Code Section 408(b). However,
        regardless of the preceding, a benefit that is lost by reason of escheat
        under applicable state law is not treated as a Forfeiture for purposes
        of this Section nor as an impermissible forfeiture under the Code.

6.10    IN-SERVICE DISTRIBUTION

                For Profit Sharing Plans and 401(k) Profit Sharing Plans, if
        elected in the Adoption Agreement, at such time as the conditions set
        forth in the Adoption Agreement have been satisfied, then the
        Administrator, at the election of a Participant who has not severed
        employment with the Employer, shall direct the distribution of up to the
        entire Vested amount then credited to the accounts as elected in the
        Adoption Agreement maintained on behalf of such Participant. In the
        event that the Administrator makes such a distribution, the Participant
        shall continue to be eligible to participate in the Plan on the same
        basis as any other Employee. Any distribution made pursuant to this
        Section shall be made in a manner consistent with Section 6.5,
        including, but not limited to, all notice and consent requirements of
        Code Sections 411(a)(11) and 417 and the Regulations thereunder.
        Furthermore, if an in-service distribution is permitted from more than
        one account type, the Administrator may determine any ordering of a
        Participant's in-service distribution from such accounts.


                                       40
<PAGE>

6.11    ADVANCE DISTRIBUTION FOR HARDSHIP

                (a)     For Profit Sharing Plans and 401(k) Plans (except to the
        extent Section 12.9 applies), if elected in the Adoption Agreement, the
        Administrator, at the election of the Participant, shall direct the
        distribution to any Participant in any one Plan Year up to the lesser of
        100% of the Vested interest of the Participant's Combined Account valued
        as of the last 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 account from which the
        distribution is made shall be reduced accordingly. Withdrawal under this
        Section shall be authorized only if the distribution is for an immediate
        and heavy financial need. The Administrator will determine whether there
        is an immediate and heavy financial need based on the facts and
        circumstances. An immediate and heavy financial need includes, but is
        not limited to, a distribution for one of the following:

                (1)     Medical expenses described in Code Section 213(d)
                incurred by the Participant, the Participant's spouse, or any of
                the Participant's dependents (as defined in Code Section 152) or
                necessary for these persons to obtain medical care as described
                in Code Section 213(d);

                (2)     Costs directly related to the purchase (excluding
                mortgage payments) of a principal residence for the Participant;

                (3)     Funeral expenses for a member of the Participant's
                family;

                (4)     Payment of tuition, related educational fees, and room
                and board expenses, for the next twelve (12) months of
                post-secondary education for the Participant, the Participant's
                spouse, children, or dependents (as defined in Code Section
                152); or

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

                (b)     If elected in the Adoption Agreement, no distribution
        shall be made pursuant to this Section from the Participant's Account
        until such Account has become fully Vested. Furthermore, if a hardship
        distribution is permitted from more than one account type, the
        Administrator may determine any ordering of a Participant's hardship
        distribution from such accounts.

                (c)     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 411(a)(11) and 417 and the Regulations
        thereunder.

6.12    SPECIAL RULE FOR CERTAIN PROFIT SHARING PLANS

                (a)     The provisions of this Section apply to a Participant in
        a Profit Sharing Plan or 401(k) Profit Sharing Plan to the extent
        elected in the Adoption Agreement.

                (b)     If an election is made to not offer life annuities as a
        form of distribution, then a Participant shall be prohibited from
        electing benefits in the form of a life annuity and the Joint and
        Survivor Annuity provisions of Section 6.5 shall not apply.

                (c)     Notwithstanding anything in Sections 6.2 and 6.6 to the
        contrary, upon the death of a Participant, the automatic form of
        distribution will be a lump-sum rather than a Qualified Pre-Retirement
        Survivor Annuity. Furthermore, the Participant's spouse will be the
        Beneficiary of the Participant's entire Vested interest in the Plan
        unless an election is made to waive the spouse as Beneficiary. The other
        provisions in Section 6.2 shall be applied by treating the death benefit
        in this subsection as though it is a Qualified Pre-Retirement Survivor
        Annuity.

                (d)     Except to the extent otherwise provided in this Section,
        the provisions of Sections 6.2, 6.5 and 6.6 regarding spousal consent
        shall be inoperative with respect to this Plan.

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

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

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


                                       41
<PAGE>

6.13    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 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 meanings set forth under Code Section
        414(p).

6.14    DIRECT ROLLOVERS

                (a)     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 Administrator, to have any portion of an "eligible
        rollover distribution" that is equal to at least $500 paid directly to
        an "eligible retirement plan" specified by the "distributee" in a
        "direct rollover."

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

                (1)     An "eligible rollover distribution" means any
                distribution described in Code Section 402(c)(4) and generally
                includes 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 (10)
                years or more; any distribution to the extent such distribution
                is required under Code Section 401(a)(9); the portion of any
                other distribution(s) that is not includible in gross income
                (determined without regard to the exclusion for net unrealized
                appreciation with respect to employer securities); for
                distributions made after December 31, 1998, any hardship
                distribution described in Code Section 401(k)(2)(B)(i)(IV); and
                any other distribution reasonably expected to total less than
                $200 during a year.

                (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
                plan described in Code Section 401(a), that accepts the
                "distributee's" "eligible rollover distribution." However, in
                the case of an "eligible rollover distribution" to the surviving
                spouse, an "eligible retirement plan" is an individual
                retirement account or individual retirement annuity.

                (3)     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."

6.15    TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN

                (a)     This Section shall be effective as of the following
        date:

                (1)     for Plans not entitled to extended reliance as described
                in Revenue Ruling 94-76, the first day of the first Plan Year
                beginning on or after December 12, 1994, or if later, 90 days
                after December 12, 1994; or

                (2)     for Plans entitled to extended reliance as described in
                Revenue Ruling 94-76, as of the first day of the first Plan Year
                following the Plan Year in which the extended reliance period
                applicable to the Plan ends. However, in the event of a transfer
                of assets to the Plan from a money purchase plan that occurs
                after the date of the most recent determination letter, the
                effective date of the amendment shall be the date immediately
                preceding the date of such transfer of assets.

                (b)     Notwithstanding any provision of this Plan to the
        contrary, to the extent that any optional form of benefit under this
        Plan permits a distribution prior to the Employee's retirement, death,
        disability, or severance from employment, and prior to Plan termination,
        the optional form of benefit is not available with respect to benefits
        attributable to assets (including the post-transfer earnings thereon)
        and liabilities that are transferred, within the meaning of Code Section
        414(l), to this Plan from a money purchase pension plan qualified under
        Code Section 401(a) (other than any portion of those assets and
        liabilities attributable to after-tax voluntary Employee contributions
        or to a direct or indirect rollover contribution).


                                       42
<PAGE>

6.16    ELECTIVE TRANSFERS OF BENEFITS TO OTHER PLANS

                (a)     If a voluntary, fully-informed election is made by a
        Participant, then if the conditions set forth herein are satisfied, a
        Participant's entire benefit may be transferred between qualified plans
        (other than any direct rollover described in Q&A-3 of Regulation
        1.401(a)(31)-1). As an alternative to the transfer, the Participant may
        elect to retain the Participant's "Section 411(d)(6) protected benefits"
        under the Plan (or, if the plan is terminating, to receive any optional
        form of benefit for which the Participant is eligible under the plan as
        required by Code Section 411(d)(6)). A transfer between qualified plans
        may only be made pursuant to this subsection if the following additional
        requirements are met:

                        (i)     The transfer occurs at a time at which the
                        participant's benefits are distributable. A
                        Participant's benefits are distributable on a particular
                        date if, on that date, the Participant is eligible,
                        under the terms of the Plan, to receive an immediate
                        distribution of these benefits (e.g., in the form of an
                        immediately commencing annuity) from that plan under
                        provisions of the plan not inconsistent with Code
                        Section 401(a);

                        (ii)    For transfers that occur on or after January 1,
                        2002, the transfer occurs at a time at which the
                        Participant is not eligible to receive an immediate
                        distribution of the participant's entire nonforfeitable
                        accrued benefit in a single-sum distribution that would
                        consist entirely of an eligible rollover distribution
                        within the meaning of Code Section 401(a)(31)(C);

                        (iii)   The participant is fully Vested in the
                        transferred benefit in the transferee plan;

                        (iv)    In the case of a transfer from a defined
                        contribution plan to a defined benefit plan, the defined
                        benefit plan provides a minimum benefit, for each
                        Participant whose benefits are transferred, equal to the
                        benefit, expressed as an annuity payable at normal
                        retirement age, that is derived solely on the basis of
                        the amount transferred with respect to such Participant;
                        and

                        (v)     The amount of the benefit transferred, together
                        with the amount of any contemporaneous Code Section
                        401(a)(31) direct rollover to the transferee plan,
                        equals the Participant's entire nonforfeitable accrued
                        benefit under the Plan.

                (b)     If a voluntary, fully-informed election is made by a
        Participant, then if the conditions set forth herein are satisfied, a
        Participant's entire benefit may be transferred between qualified
        defined contribution plans (other than any direct rollover described in
        Q&A-3 of Regulation 1.401(a)(31)-1). As an alternative to the transfer,
        the Participant may elect to retain the Participant's "Section 411(d)(6)
        protected benefits" under the Plan (or, if the plan is terminating, to
        receive any optional form of benefit for which the Participant is
        eligible under the plan as required by Code Section 411(d)(6)). A
        transfer between qualified plans may only be made pursuant to this
        subsection if the following additional requirements are met:

                        (i)     To the extent the benefits are transferred from
                        a money purchase pension plan, the transferee plan must
                        be a money purchase pension plan. To the extent the
                        benefits being transferred are part of a qualified cash
                        or deferred arrangement under Code Section 401(k), the
                        benefits must be transferred to a qualified cash or
                        deferred arrangement under Code Section 401(k). Benefits
                        transferred from a profit-sharing plan other than from a
                        qualified cash or deferred arrangement, or from a stock
                        bonus plan other than an employee stock ownership plan,
                        may be transferred to any type of defined contribution
                        plan; and

                        (ii)    The transfer must be made either in connection
                        with an asset or stock acquisition, merger, or other
                        similar transaction involving a change in employer of
                        the employees of a trade or business (i.e., an
                        acquisition or disposition within the meaning of
                        Regulation 1.410(b)-2(f)) or in connection with the
                        Participant's change in employment status to an
                        employment status with respect to which the Participant
                        is not entitled to additional allocations under the
                        Plan.

                                   ARTICLE VII
                             TRUSTEE AND CUSTODIAN

7.1     BASIC RESPONSIBILITIES OF THE TRUSTEE

                (a)     The provisions of this Article, other than Section 7.6,
        shall not apply to this Plan if a separate trust agreement is being used
        as specified in the Adoption Agreement.

                (b)     The Trustee is accountable to the Employer for the funds
        contributed to the Plan by the Employer, but the Trustee does not have
        any duty to see that the contributions received comply with the
        provisions of the Plan.


                                       43
<PAGE>

        The Trustee is not obligated to collect any contributions from the
        Employer, nor is it under a duty to see that funds deposited with it are
        deposited in accordance with the provisions of the Plan.

                (c)     The Trustee will credit and distribute the Trust Fund as
        directed by the Administrator. The Trustee is not obligated to inquire
        as to whether any payee or distributee is entitled to any payment or
        whether the distribution is proper or within the terms of the Plan, or
        whether the manner of making any payment or distribution is proper. The
        Trustee is accountable only to the Administrator for any payment or
        distribution made by it in good faith on the order or direction of the
        Administrator.

                (d)     In the event that the Trustee shall be directed by a
        Participant (pursuant to the Participant Direction Procedures if the
        Plan permits Participant directed investments), the Employer, or an
        Investment Manager or other agent appointed by the Employer with respect
        to the investment of any or all Plan assets, the Trustee shall have no
        liability with respect to the investment of such assets, but shall be
        responsible only to execute such investment instructions as so directed.

                (1)     The Trustee shall be entitled to rely fully on the
                written (or other form acceptable to the Administrator and the
                Trustee, including but not limited to, voice recorded)
                instructions of a Participant (pursuant to the Participant
                Direction Procedures), the Employer, or any Fiduciary or
                nonfiduciary agent of the Employer, in the discharge of such
                duties, and shall not be liable for any loss or other liability
                resulting from such direction (or lack of direction) of the
                investment of any part of the Plan assets.

                (2)     The Trustee may delegate the duty of executing such
                instructions to any nonfiduciary agent, which may be an
                affiliate of the Trustee or any Plan representative.

                (3)     The Trustee may refuse to comply with any direction from
                the Participant in the event the Trustee, in its sole and
                absolute discretion, deems such direction improper by virtue of
                applicable law. The Trustee shall not be responsible or liable
                for any loss or expense that may result from the Trustee's
                refusal or failure to comply with any direction from the
                Participant.

                (4)     Any costs and expenses related to compliance with the
                Participant's directions shall be borne by the Participant's
                Directed Account, unless paid by the Employer.

                (5)     Notwithstanding anything herein above to the contrary,
                the Trustee shall not invest any portion of a Participant's
                Directed Account in "collectibles" within the meaning of Code
                Section 408(m).

                (e)     The Trustee will maintain records of receipts and
        disbursements and furnish to the Employer and/or Administrator for each
        Plan Year a written annual report pursuant to Section 7.9.

                (f)     The Trustee may employ a bank or trust company pursuant
        to the terms of its usual and customary bank agency agreement, under
        which the duties of such bank or trust company shall be of a custodial,
        clerical and record-keeping nature.

                (g)     The Trustee may employ and pay from the Trust Fund
        reasonable compensation to agents, attorneys, accountants and other
        persons to advise the Trustee as in its opinion may be necessary. The
        Trustee may delegate to any agent, attorney, accountant or other person
        selected by it any non-Trustee power or duty vested in it by the Plan,
        and the Trustee may act or refrain from acting on the advice or opinion
        of any such person.

7.2     INVESTMENT POWERS AND DUTIES OF DISCRETIONARY TRUSTEE

                (a)     This Section applies if the Employer, in the Adoption
        Agreement or as otherwise agreed upon by the Employer and the Trustee,
        designates the Trustee to administer all or a portion of the trust as a
        discretionary Trustee. If so designated, then the Trustee has the
        discretion and authority to invest, manage, and control those Plan
        assets except, however, with respect to those assets which are subject
        to the investment direction of a Participant (if Participant directed
        investments are permitted), or an Investment Manager, the Administrator,
        or other agent appointed by the Employer. The exercise of any investment
        discretion hereunder shall be consistent with the "funding policy and
        method" determined by the Employer.

                (b)     The Trustee shall, except as otherwise provided in this
        Plan, invest and reinvest the Trust Fund to keep the Trust Fund invested
        without distinction between principal and income and in such securities
        or property, real or personal, wherever situated, as the Trustee shall
        deem advisable, including, but not limited to, common or preferred
        stocks, open-end or closed-end mutual funds, bonds and other evidences
        of indebtedness or ownership, and real estate or any interest therein.
        The Trustee shall at all times in making investments of the Trust Fund
        consider, among other factors, the short and long-term financial needs
        of the Plan on the basis of information furnished by the Employer. In
        making such investments, the Trustee shall not be restricted to
        securities or other property of the character expressly


                                       44
<PAGE>

        authorized by the applicable law for trust investments; however, the
        Trustee shall give due regard to any limitations imposed by the Code or
        the Act so that at all times this Plan may qualify as a qualified Plan
        and Trust.

                (c)     The Trustee, in addition to all powers and authorities
        under common law, statutory authority, including the Act, and other
        provisions of this Plan, shall have the following powers and authorities
        to be exercised in the Trustee's sole discretion:

                (1)     To purchase, or subscribe for, any securities or other
                property and to retain the same. In conjunction with the
                purchase of securities, margin accounts may be opened and
                maintained;

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

                (3)     To vote upon any stocks, bonds, or other securities; to
                give general or special proxies or powers of attorney with or
                without power of substitution; to exercise any conversion
                privileges, subscription rights or other options, and to make
                any payments incidental thereto; to oppose, or to consent to, or
                otherwise participate in, corporate reorganizations or other
                changes affecting corporate securities, and to delegate
                discretionary powers, and to pay any assessments or charges in
                connection therewith; and generally to exercise any of the
                powers of an owner with respect to stocks, bonds, securities, or
                other property. However, the Trustee shall not vote proxies
                relating to securities for which it has not been assigned full
                investment management responsibilities. In those cases where
                another party has such investment authority or discretion, the
                Trustee will deliver all proxies to said party who will then
                have full responsibility for voting those proxies;

                (4)     To cause any securities or other property to be
                registered in the Trustee's own name, in the name of one or more
                of the Trustee's nominees, in a clearing corporation, in a
                depository, or in book entry form or in bearer form, but the
                books and records of the Trustee shall at all times show that
                all such investments are part of the Trust Fund;

                (5)     To invest in a common, collective, or pooled trust fund
                (the provisions of which are incorporated herein by reference)
                maintained by any Trustee (or any affiliate of such Trustee)
                hereunder pursuant to Revenue Ruling 81-100, all or such part of
                the Trust Fund as the Trustee may deem advisable, and the part
                of the Trust Fund so transferred shall be subject to all the
                terms and provisions of the common, collective, or pooled trust
                fund which contemplate the commingling for investment purposes
                of such trust assets with trust assets of other trusts. The name
                of the trust fund may be specified in an addendum to the
                Adoption Agreement. The Trustee may withdraw from such common,
                collective, or pooled trust fund all or such part of the Trust
                Fund as the Trustee may deem advisable;

                (6)     To borrow or raise money for the purposes of the Plan in
                such amount, and upon such terms and conditions, as the Trustee
                shall deem advisable; and for any sum so borrowed, to issue a
                promissory note as Trustee, and to secure the repayment thereof
                by pledging all, or any part, of the Trust Fund; and no person
                lending money to the Trustee shall be bound to see to the
                application of the money lent or to inquire into the validity,
                expediency, or propriety of any borrowing;

                (7)     To accept and retain for such time as it may deem
                advisable any securities or other property received or acquired
                by it as Trustee hereunder, whether or not such securities or
                other property would normally be purchased as investments
                hereunder;

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

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

                (10)    To employ suitable agents and counsel and to pay their
                reasonable expenses and compensation, and such agents or counsel
                may or may not be an agent or counsel for the Employer;

                (11)    To apply for and procure from the Insurer as an
                investment of the Trust Fund any annuity or other Contracts (on
                the life of any Participant, or in the case of a Profit Sharing
                Plan (including a 401(k) plan), on the life of any person in
                whom a Participant has an insurable interest, or on the joint
                lives of a Participant and any person in whom the Participant
                has an insurable interest) as the Administrator shall deem
                proper; to exercise, at any time or from time to time, whatever
                rights and privileges may be granted under such annuity,


                                       45
<PAGE>

                or other Contracts; to collect, receive, and settle for the
                proceeds of all such annuity, or other Contracts as and when
                entitled to do so under the provisions thereof;

                (12)    To invest funds of the Trust in time deposits or savings
                accounts bearing a reasonable rate of interest or in cash or
                cash balances without liability for interest thereon, including
                the specific authority to invest in any type of deposit of the
                Trustee (or of a financial institution related to the Trustee);

                (13)    To invest in Treasury Bills and other forms of United
                States government obligations;

                (14)    To sell, purchase and acquire put or call options if the
                options are traded on and purchased through a national
                securities exchange registered under the Securities Exchange Act
                of 1934, as amended, or, if the options are not traded on a
                national securities exchange, are guaranteed by a member firm of
                the New York Stock Exchange regardless of whether such options
                are covered;

                (15)    To deposit monies in federally insured savings accounts
                or certificates of deposit in banks or savings and loan
                associations including the specific authority to make deposit
                into any savings accounts or certificates of deposit of the
                Trustee (or a financial institution related to the Trustee);

                (16)    To pool all or any of the Trust Fund, from time to time,
                with assets belonging to any other qualified employee pension
                benefit trust created by the Employer or any Affiliated
                Employer, and to commingle such assets and make joint or common
                investments and carry joint accounts on behalf of this Plan and
                Trust and such other trust or trusts, allocating undivided
                shares or interests in such investments or accounts or any
                pooled assets of the two or more trusts in accordance with their
                respective interests; and

                (17)    To do all such acts and exercise all such rights and
                privileges, although not specifically mentioned herein, as the
                Trustee may deem necessary to carry out the purposes of the
                Plan.

7.3     INVESTMENT POWERS AND DUTIES OF NONDISCRETIONARY TRUSTEE

                (a)     This Section applies if the Employer, in the Adoption
        Agreement or as otherwise agreed upon by the Employer and the Trustee,
        designates the Trustee to administer all or a portion of the trust as a
        nondiscretionary Trustee. If so designated, then the Trustee shall have
        no discretionary authority to invest, manage, or control those Plan
        assets, but must act solely as a directed Trustee of those Plan assets.
        A nondiscretionary Trustee, as directed Trustee of the Plan funds it
        holds, is authorized and empowered, by way of limitation, with the
        powers, rights and duties set forth herein and in Section 7.14, each of
        which the nondiscretionary Trustee exercises solely as directed Trustee
        in accordance with the direction of the party which has the authority to
        manage and control the investment of the Plan assets. If no directions
        are provided to the Trustee, the Employer will provide necessary
        direction. Furthermore, the Employer and the nondiscretionary Trustee
        may, in writing, limit the powers of the nondiscretionary Trustee to any
        combination of powers listed within this Section.

                (b)     The Trustee, in addition to all powers and authorities
        under common law, statutory authority, including the Act, and other
        provisions of this Plan, shall have the following powers and
        authorities:

                (1)     To invest the assets, without distinction between
                principal and income, in securities or property, real or
                personal, wherever situated, including, but not limited to,
                common or preferred stocks, open-end or closed-end mutual funds,
                bonds and other evidences of indebtedness or ownership, and real
                estate or any interest therein. In making such investments, the
                Trustee shall not be restricted to securities or other property
                of the character expressly authorized by the applicable law for
                trust investments; however, the Trustee shall give due regard to
                any limitations imposed by the Code or the Act so that at all
                times this Plan may qualify as a qualified Plan and Trust.

                (2)     To purchase, or subscribe for, any securities or other
                property and to retain the same. In conjunction with the
                purchase of securities, margin accounts may be opened and
                maintained;

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

                (4)     At the direction of the party which has the authority or
                discretion, to vote upon any stocks, bonds, or other securities;
                to give general or special proxies or powers of attorney with or
                without power of substitution; to exercise any conversion
                privileges, subscription rights or other options, and to make
                any payments incidental thereto; to oppose, or to consent to, or
                otherwise participate in, corporate reorganizations or other
                changes affecting corporate securities, and to delegate powers,
                and pay any assessments or charges in


                                       46
<PAGE>

                connection therewith; and generally to exercise any of the
                powers of an owner with respect to stocks, bonds, securities, or
                other property;

                (5)     To cause any securities or other property to be
                registered in the Trustee's own name, in the name of one or more
                of the Trustee's nominees, in a clearing corporation, in a
                depository, or in book entry form or in bearer form, but the
                books and records of the Trustee shall at all times show that
                all such investments are part of the Trust Fund;

                (6)     To invest in a common, collective, or pooled trust fund
                (the provisions of which are incorporated herein by reference)
                maintained by any Trustee (or any affiliate of such Trustee)
                hereunder pursuant to Revenue Ruling 81-100, all or such part of
                the Trust Fund as the party which has the authority to manage
                and control the investment of the assets shall deem advisable,
                and the part of the Trust Fund so transferred shall be subject
                to all the terms and provisions of the common, collective, or
                pooled trust fund which contemplate the commingling for
                investment purposes of such trust assets with trust assets of
                other trusts. The name of the trust fund may be specified in an
                addendum to the Adoption Agreement;

                (7)     To borrow or raise money for the purposes of the Plan in
                such amount, and upon such terms and conditions, as the Trustee
                shall deem advisable; and for any sum so borrowed, to issue a
                promissory note as Trustee, and to secure the repayment thereof
                by pledging all, or any part, of the Trust Fund; and no person
                lending money to the Trustee shall be bound to see to the
                application of the money lent or to inquire into the validity,
                expediency, or propriety of any borrowing;

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

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

                (10)    To employ suitable agents and counsel and to pay their
                reasonable expenses and compensation, and such agent or counsel
                may or may not be an agent or counsel for the Employer;

                (11)    To apply for and procure from the Insurer as an
                investment of the Trust Fund any annuity or other Contracts (on
                the life of any Participant, or in the case of a Profit Sharing
                Plan (including a 401(k) plan), on the life of any person in
                whom a Participant has an insurable interest, or on the joint
                lives of a Participant and any person in whom the Participant
                has an insurable interest) as the Administrator shall deem
                proper; to exercise, at the direction of the person with the
                authority to do so, whatever rights and privileges may be
                granted under such annuity or other Contracts; to collect,
                receive, and settle for the proceeds of all such annuity or
                other Contracts as and when entitled to do so under the
                provisions thereof;

                (12)    To invest funds of the Trust in time deposits or savings
                accounts bearing a reasonable rate of interest or in cash or
                cash balances without liability for interest thereon, including
                the specific authority to invest in any type of deposit of the
                Trustee (or of a financial institution related to the Trustee);

                (13)    To invest in Treasury Bills and other forms of United
                States government obligations;

                (14)    To sell, purchase and acquire put or call options if the
                options are traded on and purchased through a national
                securities exchange registered under the Securities Exchange Act
                of 1934, as amended, or, if the options are not traded on a
                national securities exchange, are guaranteed by a member firm of
                the New York Stock Exchange regardless of whether such options
                are covered;

                (15)    To deposit monies in federally insured savings accounts
                or certificates of deposit in banks or savings and loan
                associations including the specific authority to make deposit
                into any savings accounts or certificates of deposit of the
                Trustee (or a financial institution related to the Trustee); and

                (16)    To pool all or any of the Trust Fund, from time to time,
                with assets belonging to any other qualified employee pension
                benefit trust created by the Employer or any Affiliated
                Employer, and to commingle such assets and make joint or common
                investments and carry joint accounts on behalf of this Plan and
                such other trust or trusts, allocating undivided shares or
                interests in such investments or accounts or any pooled assets
                of the two or more trusts in accordance with their respective
                interests.

7.4     POWERS AND DUTIES OF CUSTODIAN

                If there is a discretionary Trustee, the Employer may appoint a
        custodian. A custodian has the same powers, rights and duties as a
        nondiscretionary Trustee. Any reference in the Plan to a Trustee also is
        a reference to a custodian unless the


                                       47
<PAGE>

        context of the Plan indicates otherwise. A limitation of the Trustee's
        liability by Plan provision also acts as a limitation of the custodian's
        liability. Any action taken by the custodian at the discretionary
        Trustee's direction satisfies any provision in the Plan referring to the
        Trustee taking that action. The resignation or removal of the custodian
        shall be made in accordance with Section 7.11 as though the custodian
        were a Trustee.

7.5     LIFE INSURANCE

                (a)     The Trustee, at the direction of the Administrator and
        pursuant to instructions from the individual designated in the Adoption
        Agreement for such purpose and subject to the conditions set forth in
        the Adoption Agreement, shall ratably apply for, own, and pay all
        premiums on Contracts on the lives of the Participants or, in the case
        of Profit Sharing Plan (including a 401(k) plan), on the life of any
        person in whom the Participant has an insurable interest or on the joint
        lives of a Participant and any person in whom the Participant has an
        insurable interest. Any initial or additional Contract purchased on
        behalf of a Participant shall have a face amount of not less than
        $1,000, the amount set forth in the Adoption Agreement, or the
        limitation of the Insurer, whichever is greater. If a life insurance
        Contract is to be purchased for a Participant or Former Participant,
        then the aggregate premium for ordinary life insurance for each
        Participant or Former Participant must be less than 50% of the aggregate
        contributions and Forfeitures allocated to the Participant's or Former
        Participant's Combined Account. For purposes of this limitation,
        ordinary life insurance Contracts are Contracts with both non-decreasing
        death benefits and non-increasing premiums. If term insurance or
        universal life insurance is purchased, then the aggregate premium must
        be 25% or less of the aggregate contributions and Forfeitures allocated
        to the Participant's or Former Participant's Combined Account. If both
        term insurance and ordinary life insurance are purchased, then the
        premium for term insurance plus one-half of the premium for ordinary
        life insurance may not in the aggregate exceed 25% of the aggregate
        Employer contributions and Forfeitures allocated to the Participant's or
        Former Participant's Combined Account. Notwithstanding the preceding,
        the limitations imposed herein with respect to the purchase of life
        insurance shall not apply, in the case of a Profit Sharing Plan
        (including a 401(k) plan), to the portion of the Participant's Account
        that has accumulated for at least two (2) Plan Years or to the entire
        Participant's Account if the Participant has been a Participant in the
        Plan for at least five (5) years. Amounts transferred to this Plan in
        accordance with Section 4.6(e)(ii), (iii) or (v) and a Participant's or
        Former Participant's Voluntary Contribution Account may be used to
        purchase Contracts without limitation.

                (b)     The Trustee must distribute the Contracts to the
        Participant or Former Participant or convert the entire value of the
        Contracts at or before retirement into cash or provide for a periodic
        income so that no portion of such value may be used to continue life
        insurance protection beyond commencement of benefits. Furthermore, if a
        Contract is purchased on the joint lives of the Participant and another
        person and such other person predeceases the Participant, then the
        Contract may not be maintained under this Plan.

                (c)     Notwithstanding anything herein above to the contrary,
        amounts credited to a Participant's Qualified Voluntary Employee
        Contribution Account pursuant to Section 4.9, shall not be applied to
        the purchase of life insurance Contracts. Furthermore, no life insurance
        Contracts shall be required to be obtained on an individual's life if,
        for any reason (other than the nonpayment of premiums) the Insurer will
        not issue a Contract on such individual's life.

                (d)     The Trustee will be the owner of any life insurance
        Contract purchased under the terms of this Plan. The Contract must
        provide that the proceeds will be payable to the Trustee; however, the
        Trustee shall be required to pay over all proceeds of the Contract to
        the Participant's designated Beneficiary in accordance with the
        distribution provisions of Article VI. A Participant's spouse will be
        the designated Beneficiary pursuant to Section 6.2, unless a qualified
        election has been made in accordance with Sections 6.5 and 6.6 of the
        Plan, if applicable. Under no circumstances shall the Trust retain any
        part of the proceeds that are in excess of the cash surrender value
        immediately prior to death. However, the Trustee shall not pay the
        proceeds in a method that would violate the requirements of the
        Retirement Equity Act of 1984, as stated in Article VI of the Plan, or
        Code Section 401(a)(9) and the Regulations thereunder. In the event of
        any conflict between the terms of this Plan and the terms of any
        insurance Contract purchased hereunder, the Plan provisions shall
        control.

7.6     LOANS TO PARTICIPANTS

                (a)     If specified in the Adoption Agreement, the Trustee (or
        the Administrator if the Trustee is a nondiscretionary Trustee or if
        loans are treated as Participant directed investments pursuant to the
        Adoption Agreement) may, in the Trustee's (or, if applicable, the
        Administrator's) sole discretion, make loans to Participants or
        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; (3) loans shall bear a reasonable rate
        of interest; (4) loans shall be adequately secured; and (5) loans shall
        provide for periodic repayment over a reasonable period of time.
        Furthermore, no Participant loan shall exceed the Participant's Vested
        interest in the Plan.

                (b)     Loans shall not be made to any Shareholder-Employee or
        Owner-Employee (including an Owner-Employee's family members as defined
        in Code Section 267(c)(4)) unless an exemption for such loan is obtained


                                       48
<PAGE>

        pursuant to Act Section 408 or such loan would otherwise not be a
        prohibited transaction pursuant to Code Section 4975 and Act Section
        408.

                (c)     An assignment or pledge of any portion of a
        Participant's interest in the Plan and a loan, pledge, or assignment
        with respect to any insurance Contract purchased under the Plan, shall
        be treated as a loan under this Section.

                (d)     If the Vested interest of a Participant is used to
        secure any loan made pursuant to this Section, then the written (or such
        other form as permitted by the IRS) consent of the Participant's spouse
        shall be required in a manner consistent with Section 6.5(a), provided
        the spousal consent requirements of such Section apply to the Plan. Such
        consent must be obtained within the 90-day period prior to the date the
        loan is made. 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 death benefit or
        Pre-Retirement Survivor Annuity. However, unless the loan program
        established pursuant to this Section provides otherwise, no spousal
        consent shall be required under this paragraph if the total interest
        subject to the security is not in excess of $5,000 (or, $3,500 effective
        for loans made prior to the later of the first day of the first Plan
        Year beginning after August 5, 1997, or the date specified in the
        Adoption Agreement).

                (e)     The Administrator shall be authorized to establish a
        participant loan program to provide for loans under the Plan. The loan
        program shall be established in accordance with Department of Labor
        Regulation Section 2550.408(b)-1(d)(2) providing for loans by the Plan
        to parties-in-interest under said Plan, such as Participants or
        Beneficiaries. In order for the Administrator to implement such loan
        program, a separate written document forming a part of this Plan must be
        adopted, which document shall specifically 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 in the event such default.

                (f)     Notwithstanding anything in this Plan to the contrary,
        if a Participant or Beneficiary defaults on a loan made pursuant to this
        Section that is secured by the Participant's interest in the Plan, then
        a Participant's interest may be offset by the amount subject to the
        security to the extent there is a distributable event permitted by the
        Code or Regulations.

                (g)     Notwithstanding anything in this Section to the
        contrary, if this is an amendment and restatement of an existing Plan,
        any loans made prior to the date this amendment and restatement is
        adopted shall be subject to the terms of the Plan in effect at the time
        such loan was made.

7.7     MAJORITY ACTIONS

                Except where there has been an allocation and delegation of
powers, if there shall be more than one Trustee, they shall act by a majority of
their number, but may authorize one or more of them to sign papers on their
behalf.

7.8     TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

                The Trustee shall be paid such reasonable compensation as set
forth in the Trustee's fee schedule (if the Trustee has such a schedule) or as
agreed upon in writing by the Employer and the Trustee. However, an individual
serving as Trustee who already receives full-time compensation from the Employer
shall not receive compensation from this Plan. In addition, the Trustee shall be
reimbursed for any reasonable expenses, including reasonable counsel fees
incurred by it as Trustee. Such compensation and expenses shall be paid from the
Trust Fund unless paid or advanced by the Employer. All taxes of any kind
whatsoever that may be levied or assessed under existing or future laws upon, or
in respect of, the Trust Fund or the income thereof, shall be paid from the
Trust Fund.


                                       49
<PAGE>

7.9     ANNUAL REPORT OF THE TRUSTEE

                (a)     Within a reasonable period of time after the later of
        the Anniversary Date or receipt of the Employer's contribution for each
        Plan Year, the Trustee, or its agent, shall furnish to the Employer and
        Administrator a written statement of account with respect to the Plan
        Year for which such contribution was made setting forth:

                (1)     the net income, or loss, of the Trust Fund;

                (2)     the gains, or losses, realized by the Trust Fund upon
                sales or other disposition of the assets;

                (3)     the increase, or decrease, in the value of the Trust
                Fund;

                (4)     all payments and distributions made from the Trust Fund;
                and

                (5)     such further information as the Trustee and/or
                Administrator deems appropriate.

                (b)     The Employer, promptly upon its receipt of each such
        statement of account, shall acknowledge receipt thereof in writing and
        advise the Trustee and/or Administrator of its approval or disapproval
        thereof. Failure by the Employer to disapprove any such statement of
        account within thirty (30) days after its receipt thereof shall be
        deemed an approval thereof. The approval by the Employer of any
        statement of account shall be binding on the Employer and the Trustee as
        to all matters contained in the statement to the same extent as if the
        account of the Trustee had been settled by judgment or decree in an
        action for a judicial settlement of its account in a court of competent
        jurisdiction in which the Trustee, the Employer and all persons having
        or claiming an interest in the Plan were parties. However, nothing
        contained in this Section shall deprive the Trustee of its right to have
        its accounts judicially settled if the Trustee so desires.

7.10    AUDIT

                (a)     If an audit of the Plan's records shall be required by
        the Act and the regulations thereunder for any Plan Year, the
        Administrator shall engage on behalf of all Participants an independent
        qualified public accountant for that purpose. Such accountant shall,
        after an audit of the books and records of the Plan in accordance with
        generally accepted auditing standards, within a reasonable period after
        the close of the Plan Year, furnish to the Administrator and the Trustee
        a report of the audit setting forth the accountant's opinion as to
        whether any statements, schedules or lists, that are required by Act
        Section 103 or the Secretary of Labor to be filed with the Plan's annual
        report, are presented fairly in conformity with generally accepted
        accounting principles applied consistently.

                (b)     All auditing and accounting fees shall be an expense of
        and may, at the election of the Employer, be paid from the Trust Fund.

                (c)     If some or all of the information necessary to enable
        the Administrator to comply with Act Section 103 is maintained by a
        bank, insurance company, or similar institution, regulated, supervised,
        and subject to periodic examination by a state or federal agency, then
        it shall transmit and certify the accuracy of that information to the
        Administrator as provided in Act Section 103(b) within one hundred
        twenty (120) days after the end of the Plan Year or such other date as
        may be prescribed under regulations of the Secretary of Labor.

7.11    RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

                (a)     Unless otherwise agreed to by both the Trustee and the
        Employer, a Trustee may resign at any time by delivering to the
        Employer, at least thirty (30) days before its effective date, a written
        notice of resignation.

                (b)     Unless otherwise agreed to by both the Trustee and the
        Employer, the Employer may remove a Trustee at any time by delivering to
        the Trustee, at least thirty (30) days before its effective date, a
        written notice of such Trustee's removal.

                (c)     Upon the death, resignation, incapacity, or removal of
        any Trustee, a successor may be appointed by the Employer; and such
        successor, upon accepting such appointment in writing and delivering
        same to the Employer, shall, without further act, become vested with all
        the powers and responsibilities of the predecessor as if such successor
        had been originally named as a Trustee herein. Until such a successor is
        appointed, any remaining Trustee or Trustees shall have full authority
        to act under the terms of the Plan.

                (d)     The Employer may designate one or more successors prior
        to the death, resignation, incapacity, or removal of a Trustee. In the
        event a successor is so designated by the Employer and accepts such
        designation, the successor shall, without further act, become vested
        with all the powers and responsibilities of the predecessor as if such
        successor had been originally named as Trustee herein immediately upon
        the death, resignation, incapacity, or removal of the predecessor.


                                       50
<PAGE>

                (e)     Whenever any Trustee hereunder ceases to serve as such,
        the Trustee shall furnish to the Employer and Administrator a written
        statement of account with respect to the portion of the Plan Year during
        which the individual or entity served as Trustee. This statement shall
        be either (i) included as part of the annual statement of account for
        the Plan Year required under Section 7.9 or (ii) set forth in a special
        statement. Any such special statement of account should be rendered to
        the Employer no later than the due date of the annual statement of
        account for the Plan Year. The procedures set forth in Section 7.9 for
        the approval by the Employer of annual statements of account shall apply
        to any special statement of account rendered hereunder and approval by
        the Employer of any such special statement in the manner provided in
        Section 7.9 shall have the same effect upon the statement as the
        Employer's approval of an annual statement of account. No successor to
        the Trustee shall have any duty or responsibility to investigate the
        acts or transactions of any predecessor who has rendered all statements
        of account required by Section 7.9 and this subparagraph.

7.12    TRANSFER OF INTEREST

                Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the interest, if
any, of a Participant to another trust forming part of a pension, profit
sharing, or stock bonus plan that meets the requirements of Code Section 401(a),
provided that the trust to which such transfers are made permits the transfer to
be made.

7.13    TRUSTEE INDEMNIFICATION

                The Employer agrees to indemnify and hold harmless the Trustee
against any and all claims, losses, damages, expenses and liabilities the
Trustee may incur in the exercise and performance of the Trustee's powers and
duties hereunder, unless the same are determined to be due to gross negligence
or willful misconduct.

7.14    EMPLOYER SECURITIES AND REAL PROPERTY

                The Trustee shall be empowered to acquire and hold "qualifying
Employer securities" and "qualifying Employer real property," as those terms are
defined in the Act. However, no more than one hundred percent (100%), in the
case of a Profit Sharing Plan or 401(k) Plan, or ten percent (10%), in the case
of a Money Purchase Plan, of the fair market value of all the assets in the
Trust Fund may be invested in "qualifying Employer securities" and "qualifying
Employer real property."

                Notwithstanding the preceding, for Plan Years beginning after
December 31, 1998, if the Plan does not permit Participants to direct the
investment of their Participants' Elective Deferral Accounts, then the Trustee
shall only be permitted to acquire or hold "qualifying Employer securities" and
"qualifying Employer real property" to the extent permitted under Act Section
407.

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1     AMENDMENT

                (a)     The Employer shall have the right at any time to amend
        this Plan subject to the limitations of this Section. However, any
        amendment that affects the rights, duties or responsibilities of the
        Trustee or Administrator may only be made with the Trustee's or
        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 amendment affects
        the duties of the Trustee hereunder.

                (b)     The Employer may (1) change the choice of options in the
        Adoption Agreement, (2) add any addendum to the Adoption Agreement that
        is specifically permitted pursuant to the terms of the Plan; (3) add
        overriding language to the Adoption Agreement when such language is
        necessary to satisfy Code Sections 415 or 416 because of the required
        aggregation of multiple plans, and (4) add certain model amendments
        published by the Internal Revenue Service which specifically provide
        that their adoption will not cause the Plan to be treated as an
        individually designed plan. An Employer that amends the Plan for any
        other reason, including a waiver of the minimum funding requirement
        under Code Section 412(d), will no longer participate in this Prototype
        Plan and this Plan will be considered to be an individually designed
        plan. Notwithstanding the preceding, the attachment to the Adoption
        Agreement of any addendum specifically authorized by the Plan or a list
        of any "Section 411(d)(6) protected benefits" which must be preserved
        shall not be considered an amendment to the Plan.

                (c)     The Employer expressly delegates authority to the
        sponsor of this Prototype Plan, the right to amend each Employer's Plan
        by submitting a copy of the amendment to each Employer who has adopted
        this Prototype Plan, after first having received a ruling or favorable
        determination from the Internal Revenue Service that the Prototype Plan
        as amended qualifies under Code Section 401(a) and the Act (unless a
        ruling or determination is not required by the IRS). For purposes of
        this Section, the mass submitter shall be recognized as the agent of the
        sponsor. If


                                       51
<PAGE>

        the sponsor does not adopt any amendment made by the mass submitter, it
        will no longer be identical to, or a minor modifier of, the mass
        submitter plan.

                (d)     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.

                (e)     Except as permitted by Regulations (including Regulation
        1.411(d)-4) or other IRS guidance, no Plan amendment or transaction
        having the effect of a Plan amendment (such as a merger, plan transfer
        or similar transaction) shall be effective if it eliminates or reduces
        any "Section 411(d)(6) protected benefit" or adds or modifies conditions
        relating to "Section 411(d)(6) protected benefits" which results in a
        further restriction on such benefits unless such "Section 411(d)(6)
        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. A Plan amendment that
        eliminates or restricts the ability of a Participant to receive payment
        of the Participant's interest in the Plan under a particular optional
        form of benefit will be permissible if the amendment satisfies the
        conditions in (1) and (2) below:

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

                (2)     The amendment is not effective unless the amendment
                provides that the amendment shall not apply to any distribution
                with an Annuity Starting Date earlier than the earlier of: (i)
                the ninetieth (90th) day after the date the Participant
                receiving the distribution has been furnished a summary that
                reflects the amendment and that satisfies the Act requirements
                at 29 CFR 2520.104b-3 (relating to a summary of material
                modifications) or (ii) the first day of the second Plan Year
                following the Plan Year in which the amendment is adopted.

8.2     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 and shall not thereafter be subject to
        forfeiture, and all unallocated amounts, including Forfeitures, 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 to Participants in a manner
        that is consistent with and satisfies the provisions of Section 6.5.
        Distributions to a Participant shall be made in cash (or in property if
        permitted in the Adoption Agreement) or through the purchase of
        irrevocable nontransferable deferred commitments from the Insurer.
        Except as permitted by Regulations, the termination of the Plan shall
        not result in the reduction of "Section 411(d)(6) protected benefits" as
        described in Section 8.1(e).

8.3     MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

                This Plan may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan 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" as described in Section 8.1(e).

                              ARTICLE IX TOP HEAVY
                                   PROVISIONS

9.1     TOP HEAVY PLAN REQUIREMENTS

                Notwithstanding anything in this Plan to the contrary, 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 4.3(f) of the
Plan. Except as otherwise provided in the Plan, the minimum allocation shall be
an Employer Non-Elective Contribution and, if no vesting schedule has been
selected in the Adoption Agreement, shall be subject to the 6 Year Graded
vesting schedule described in the Adoption Agreement.


                                       52
<PAGE>

9.2     DETERMINATION OF TOP HEAVY STATUS

                (a)     This Plan shall be a Top Heavy Plan for any plan year
        beginning after December 31, 1983, if any of the following conditions
        exists:

                (1)     if the "top heavy ratio" for this Plan exceeds sixty
                percent (60%) and this Plan is not part of any "required
                aggregation group" or "permissive aggregation group";

                (2)     if this Plan is a part of a "required aggregation group"
                but not part of a "permissive aggregation group" and the "top
                heavy ratio" for the group of plans exceeds sixty percent (60%);
                or

                (3)     if this Plan is a part of a "required aggregation group"
                and part of a "permissive aggregation group" and the "top heavy
                ratio" for the "permissive aggregation group" exceeds sixty
                percent (60%).

                (b)     "Top heavy ratio" means, with respect to a
        "determination date":

                (1)     If the Employer maintains one or more defined
                contribution plans (including any simplified employee pension
                plan (as defined in Code Section 408(k))) and the Employer has
                not maintained any defined benefit plan which during the 5-year
                period ending on the "determination date" has or has had accrued
                benefits, the top heavy ratio for this plan alone or for the
                "required aggregation group" or "permissive aggregation group"
                as appropriate is a fraction, the numerator of which is the sum
                of the account balances of all Key Employees as of the
                "determination date" (including any part of any account balance
                distributed in the 5-year period ending on the "determination
                date"), and the denominator of which is the sum of all account
                balances (including any part of any account balance distributed
                in the 5-year period ending on the "determination date"), both
                computed in accordance with Code Section 416 and the Regulations
                thereunder. Both the numerator and denominator of the top heavy
                ratio are increased to reflect any contribution not actually
                made as of the "determination date," but which is required to be
                taken into account on that date under Code Section 416 and the
                Regulations thereunder.

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

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

                The accrued benefit of a participant other than a Key Employee
                shall be determined under (i) the method, if any, that uniformly
                applies for accrual purposes under all defined benefit plans
                maintained by the employer, or (ii) if there is no such method,
                as if such benefit accrued not more rapidly than the slowest
                accrual rate permitted under the fractional rule of Code Section
                411(b)(1)(C).

                (c)     "Determination date" means, for any Plan Year subsequent
        to the first Plan Year, the last day of the preceding Plan Year. For the
        first Plan Year of the Plan, "determination date" means the last day of
        that Plan Year.


                                       53
<PAGE>

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

                (e)     "Present value" means the present value based only on
        the interest and mortality rates specified in the Adoption Agreement.

                (f)     "Required aggregation group" means: (1) each qualified
        plan of the Employer in which at least one Key Employee participates or
        participated at any time during the determination period (regardless of
        whether the plan has terminated), and (2) any other qualified plan of
        the Employer which enables a plan described in (l) to meet the
        requirements of Code Sections 401(a)(4) or 410.

                (g)     "Valuation date" means the date elected by the Employer
        in the Adoption Agreement as of which account balances or accrued
        benefits are valued for purposes of calculating the "top heavy ratio."

                                    ARTICLE X
                                  MISCELLANEOUS

10.1    EMPLOYER ADOPTIONS

                (a)     Any organization may become the Employer hereunder by
        executing the Adoption Agreement in a form satisfactory to the Trustee,
        and it shall provide such additional information as the Trustee may
        require. The consent of the Trustee to act as such shall be signified by
        its execution of the Adoption Agreement or a separate agreement
        (including, if elected in the Adoption Agreement, a separate trust
        agreement).

                (b)     Except as otherwise provided in this Plan, the
        affiliation of the Employer and the participation of its Participants
        shall be separate and apart from that of any other employer and its
        participants hereunder.

10.2    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 the Employee as a Participant of this Plan.

10.3    ALIENATION

                (a)     Subject to the exceptions provided below and as
        otherwise permitted by the Code and the Act, no benefit which shall be
        payable to any person (including a Participant or the Participant's
        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 except to such extent as may be
        required by law.

                (b)     Subsection (a) shall not apply to the extent a
        Participant or Beneficiary is indebted to the Plan by reason of a loan
        made pursuant to Section 7.6. At the time a distribution is to be made
        to or for a Participant's or Beneficiary's benefit, such portion of the
        amount to be distributed as shall equal such indebtedness shall be paid
        to the Plan, to apply against or discharge such indebtedness. Prior to
        making a payment, however, the Participant or Beneficiary must be given
        notice by the Administrator that such indebtedness is to be so paid in
        whole or part from the Participant's interest in the Plan. If the
        Participant or Beneficiary does not agree that the indebtedness is a
        valid claim against the Participant's interest in the Plan, the
        Participant or Beneficiary shall be entitled to a review of the validity
        of the claim in accordance with procedures provided in Sections 2.10 and
        2.11.

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

                (d)     Notwithstanding any provision of this Section to the
        contrary, an offset to a Participant's accrued benefit against an amount
        that the Participant is ordered or required to pay the Plan with respect
        to a judgment, order,


                                       54
<PAGE>

        or decree issued, or a settlement entered into, on or after August 5,
        1997, shall be permitted in accordance with Code Sections 401(a)(13)(C)
        and (D).

10.4    CONSTRUCTION OF PLAN

                This Plan and Trust shall be construed and enforced according to
the Code, the Act and the laws of the state or commonwealth in which the
Employer's (or if there is a corporate Trustee, the Trustee's) principal office
is located (unless otherwise designated in the Adoption Agreement), other than
its laws respecting choice of law, to the extent not pre-empted by the Act.

10.5    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.

10.6    LEGAL ACTION

                In the event any claim, suit, or proceeding is brought regarding
the Trust and/or Plan established hereunder to which the Trustee, the Employer
or the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee, the Employer or the 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.

10.7    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, Former Participants, or their
        Beneficiaries.

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

                (c)     Except as specifically stated in the Plan, any
        contribution made by the Employer to the Plan (if the Employer is not
        tax-exempt) 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 a final
        determination of the disallowance, whether by agreement with the
        Internal Revenue Service or by final decision of a court of competent
        jurisdiction, 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 contribution may
        not be returned to the Employer, but any losses attributable thereto
        must reduce the amount so returned.

10.8    EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

                The Employer, Administrator and Trustee, and their successors,
shall not 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.

10.9    INSURER'S PROTECTIVE CLAUSE

                Except as otherwise agreed upon in writing between the Employer
and the Insurer, an Insurer which issues any 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 Administrator or 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 Administrator or 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 privilege contrary to the
terms of any Contract which it issues hereunder, or the rules of the Insurer.


                                       55
<PAGE>

10.10   RECEIPT AND RELEASE FOR PAYMENTS

                Any payment to any Participant, the Participant's legal
representative, Beneficiary, or to any guardian or committee appointed for such
Participant or Beneficiary in accordance with the provisions of this Plan,
shall, to the extent thereof, be in full satisfaction of all claims hereunder
against the Trustee and the Employer.

10.11   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.

10.12   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

                The "named Fiduciaries" of this Plan are (1) the Employer, (2)
the Administrator, (3) the Trustee (if the Trustee has discretionary authority
as elected in the Adoption Agreement or as otherwise agreed upon by the Employer
and the Trustee), and (4) any Investment Manager appointed hereunder. The named
Fiduciaries shall have only those specific powers, duties, responsibilities, and
obligations as are specifically given them under the Plan including, but not
limited to, any agreement allocating or delegating their responsibilities, the
terms of which are incorporated herein by reference. In general, the Employer
shall have the sole responsibility for making the contributions provided for
under the Plan; 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 the elective provisions of the Adoption Agreement 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. If the Trustee has discretionary authority,
it 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 or Administrator, 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 depreciation
in asset value. Any person or group may serve in more than one Fiduciary
capacity.

10.13   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.

10.14   APPROVAL BY INTERNAL REVENUE SERVICE

                Notwithstanding anything herein to the contrary, if, pursuant to
a timely application filed by or on behalf of the Plan, the Commissioner of the
Internal Revenue Service or the Commissioner's delegate should determine that
the Plan does not initially qualify as a tax-exempt plan under Code Sections 401
and 501, and such determination is not contested, or if contested, is finally
upheld, then if the Plan is a new plan, it shall be void ab initio and all
amounts contributed to the Plan, by the Employer, less expenses paid, shall be
returned within one (1) year and the Plan shall terminate, and the Trustee shall
be discharged from all further obligations. If the disqualification relates to a
Plan amendment, then the Plan shall operate as if it had not been amended. If
the Employer's Plan fails to attain or retain qualification, such Plan will no
longer participate in this prototype plan and will be considered an individually
designed plan.

10.15   UNIFORMITY

                All provisions of this Plan shall be interpreted and applied in
a uniform, nondiscriminatory manner.

10.16   PAYMENT OF BENEFITS

                Except as otherwise provided in the Plan, benefits under this
Plan shall be paid, subject to Sections 6.10, 6.11 and 12.9, only upon death,
Total and Permanent Disability, normal or early retirement, termination of
employment, or termination of the Plan.


                                       56
<PAGE>

                                   ARTICLE XI
                             PARTICIPATING EMPLOYERS

11.1    ELECTION TO BECOME A PARTICIPATING EMPLOYER

                Notwithstanding anything herein to the contrary, with the
consent of the Employer and Trustee, any Affiliated Employer may adopt the
Employer's Plan and all of the provisions hereof, and participate herein and be
known as a Participating Employer, by a properly executed document evidencing
said intent and will of such Participating Employer. Regardless of the
preceding, an entity that ceases to be an Affiliated Employer may continue to be
a Participating Employer through the end of the transition period for certain
dispositions set forth in Code Section 410(b)(6)(C). In the event a
Participating Employer is not an Affiliated Employer and the transition period
in the preceding sentence, if applicable, has expired, then this Plan will be
considered an individually designed plan.

11.2    REQUIREMENTS OF PARTICIPATING EMPLOYERS

                (a)     Each Participating Employer shall be required to select
        the same Adoption Agreement provisions as those selected by the Employer
        other than the Plan Year, the Fiscal Year, and such other items that
        must, by necessity, vary among employers.

                (b)     The Trustee may, but shall not be required to,
        commingle, hold and invest as one Trust Fund all contributions made by
        Participating Employers, as well as all increments thereof. However, the
        assets of the Plan shall, on an ongoing basis, be available to pay
        benefits to all Participants and Beneficiaries under the Plan without
        regard to the Employer or Participating Employer who contributed such
        assets.

                (c)     Unless the Employer otherwise directs, any expenses of
        the Plan which are to be paid by the Employer or borne by the Trust Fund
        shall be paid by each Participating Employer in the same proportion that
        the total amount standing to the credit of all Participants employed by
        such Employer bears to the total standing to the credit of all
        Participants.

11.3    DESIGNATION OF AGENT

                Each Participating Employer shall be deemed to be a part of this
Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for purposes of this Plan, each Participating Employer
shall be deemed to have designated irrevocably the Employer as its agent. Unless
the context of the Plan clearly indicates otherwise, the word "Employer" shall
be deemed to include each Participating Employer as related to its adoption of
the Plan.

11.4    EMPLOYEE TRANSFERS

                In the event an Employee is transferred between Participating
Employers, accumulated service and eligibility shall be carried with the
Employee involved. No such transfer shall effect a termination of employment
hereunder, and the Participating Employer to which the Employee is transferred
shall thereupon become obligated hereunder with respect to such Employee in the
same manner as was the Participating Employer from whom the Employee was
transferred.

11.5    PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES

                Any contribution or Forfeiture subject to allocation during each
Plan Year shall be allocated among all Participants of all Participating
Employers in accordance with the provisions of this Plan. However, if a
Participating Employer is not an Affiliated Employer (due to the transition rule
for certain dispositions set forth in Code Section 410(b)(6)(C)) then any
contributions made by such Participating Employer will only be allocated among
the Participants eligible to share of the Participating Employer. On the basis
of the information furnished by the Administrator, the Trustee may keep separate
books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer. The Trustee may, but need not, register Contracts so as
to evidence that a particular Participating Employer is the interested Employer
hereunder, but in the event of an Employee transfer from one Participating
Employer to another, the employing Participating Employer shall immediately
notify the Trustee thereof.

11.6    AMENDMENT

                Amendment of this Plan by the Employer at any time when there
shall be a Participating Employer that is an Affiliated Employer hereunder shall
only be by the written action of each and every Participating Employer and with
the consent of the Trustee where such consent is necessary in accordance with
the terms of this Plan.

11.7    DISCONTINUANCE OF PARTICIPATION

                Except in the case of a standardized Plan, any Participating
Employer that is an Affiliated Employer shall be permitted to discontinue or
revoke its participation in the Plan at any time. At the time of any such
discontinuance or revocation,


                                       57
<PAGE>

satisfactory evidence thereof and of any applicable conditions imposed shall be
delivered to the Trustee. The Trustee shall thereafter transfer, deliver and
assign Contracts and other Trust Fund assets allocable to the Participants of
such Participating Employer to such new trustee or custodian as shall have been
designated by such Participating Employer, in the event that it has established
a separate qualified retirement plan for its employees provided, however, that
no such transfer shall be made if the result is the elimination or reduction of
any "Section 411(d)(6) protected benefits" as described in Section 8.1(e). If no
successor is designated, the Trustee shall retain such assets for the Employees
of said Participating Employer pursuant to the provisions of Article VII hereof.
In no such event shall any part of the corpus or income of the Trust Fund as it
relates to such Participating Employer be used for or diverted to purposes other
than for the exclusive benefit of the employees of such Participating Employer.

11.8    ADMINISTRATOR'S AUTHORITY

                The Administrator shall have authority to make any and all
necessary rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

11.9    PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE

                If any Participating Employer is prevented in whole or in part
from making a contribution which it would otherwise have made under the Plan by
reason of having no current or accumulated earnings or profits, or because such
earnings or profits are less than the contribution which it would otherwise have
made, then, pursuant to Code Section 404(a)(3)(B), so much of the contribution
which such Participating Employer was so prevented from making may be made, for
the benefit of the participating employees of such Participating Employer, by
other Participating Employers who are members of the same affiliated group
within the meaning of Code Section 1504 to the extent of their current or
accumulated earnings or profits, except that such contribution by each such
other Participating Employer shall be limited to the proportion of its total
current and accumulated earnings or profits remaining after adjustment for its
contribution to the Plan made without regard to this paragraph which the total
prevented contribution bears to the total current and accumulated earnings or
profits of all the Participating Employers remaining after adjustment for all
contributions made to the Plan without regard to this paragraph.

                A Participating Employer on behalf of whose employees a
contribution is made under this paragraph shall not be required to reimburse the
contributing Participating Employers.

                                   ARTICLE XII
                           CASH OR DEFERRED PROVISIONS

                Except as specifically provided elsewhere in this Plan, the
provisions of this Article shall apply with respect to any 401(k) Profit Sharing
Plan regardless of any provisions in the Plan to the contrary.

12.1    FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

                (a)     For each Plan Year, the Employer will (or may with
        respect to any discretionary contributions) contribute to the Plan:

                (1)     The amount of the total salary reduction elections of
                all Participants made pursuant to Section 12.2(a), which amount
                shall be deemed Elective Deferrals, plus

                (2)     If elected in the Adoption Agreement, a matching
                contribution equal to the percentage, if any, specified in the
                Adoption Agreement of the Elective Deferrals of each Participant
                eligible to share in the allocations of the matching
                contribution, which amount shall be deemed an Employer's
                matching contribution or Qualified Matching Contribution as
                elected in the Adoption Agreement, plus

                (3)     If elected in the Adoption Agreement, a Prevailing Wage
                Contribution or a discretionary amount determined each year by
                the Employer, which amount if any, shall be deemed an Employer's
                Non-Elective Contribution, plus

                (4)     If elected in the Adoption Agreement, a Qualified
                Non-Elective Contribution.

                (b)     Notwithstanding the foregoing, if the Employer is not a
        tax-exempt entity, then the Employer's contributions for any Fiscal Year
        may generally not exceed the maximum amount allowable as a deduction to
        the Employer under the provisions of Code Section 404. However, to the
        extent necessary to provide the top heavy minimum allocations, the
        Employer shall make a contribution even if it exceeds current or
        accumulated Net Profit or the amount that is deductible under Code
        Section 404. All contributions by the Employer shall be made in cash or
        in such property as is acceptable to the Trustee.


                                       58
<PAGE>

12.2    PARTICIPANT'S SALARY REDUCTION ELECTION

                (a)     Each Participant may elect to defer a portion of
        Compensation which would have been received in the Plan Year, but for
        the salary reduction election, subject to the limitations of this
        Section and the Adoption Agreement. A salary reduction 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, or if later, the later of the date
        the Employer adopts this cash or deferred arrangement or the date such
        arrangement first became effective. Any elections made pursuant to this
        Section shall become effective as soon as is administratively feasible.
        If the automatic election option is elected in the Adoption Agreement,
        then in the event a Participant fails to make a deferral election and
        does not affirmatively elect to receive cash, such Participant shall be
        deemed to have made a deferral election equal to the percentage of
        Compensation set forth in the Adoption Agreement. The automatic election
        may, in accordance with procedures established by the Administrator, be
        applied to all Participants or to Eligible Employees who become
        Participants after a certain date. For purposes of this Section, the
        annual dollar limitation of Code Section 401(a)(17) ($150,000 as
        adjusted) shall not apply.

                         Additionally, if elected in the Adoption Agreement,
        each Participant may elect to defer a different percentage or amount of
        any cash bonus to be paid by the Employer during the Plan Year. A
        deferral election may not be made with respect to cash bonuses which are
        currently available on or before the date the Participant executes such
        election.

                         The amount by which Compensation and/or cash bonuses
        are reduced shall be that Participant's Elective Deferrals and shall be
        treated as an Employer contribution and allocated to that Participant's
        Elective Deferral Account.

                         Once made, a Participant's election to reduce
        Compensation shall remain in effect until modified or terminated.
        Modifications may be made as specified in the Adoption Agreement, and
        terminations may be made at any time. Any modification or termination of
        an election will become effective as soon as is administratively
        feasible.

                (b)     The balance in each Participant's Elective Deferral
        Account, Qualified Matching Contribution Account and Qualified
        Non-Elective Contribution Account shall be fully Vested at all times
        and, except as otherwise provided herein, shall not be subject to
        Forfeiture for any reason.

                (c)     Amounts held in a Participant's Elective Deferral
        Account, Qualified Matching Contribution Account and Qualified
        Non-Elective Account may only be distributable as provided in (4), (5)
        or (6) below or as provided under the other provisions of this Plan, but
        in no event prior to the earlier of the following events or any other
        events permitted by the Code or Regulations:

                (1)     the Participant's separation from service, Total and
                Permanent Disability, or death;

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

                (3)     the proven financial hardship of the Participant,
                subject to the limitations of Section 12.9;

                (4)     the termination of the Plan without the existence at the
                time of Plan termination of another defined contribution plan or
                the establishment of a successor defined contribution plan by
                the Employer or an Affiliated Employer within the period ending
                twelve months after distribution of all assets from the Plan
                maintained by the Employer. For this purpose, a defined
                contribution does not include an employee stock ownership plan
                (as defined in Code Section 4975(e)(7) or 409), a simplified
                employee pension plan (as defined in Code Section 408(k)), or a
                SIMPLE individual retirement account plan (as defined in Code
                Section 408(p));

                (5)     the date of the sale 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)) with respect to a
                Participant who continues employment with the corporation
                acquiring such assets; or

                (6)     the date of the sale by the Employer or an Affiliated
                Employer of its interest in a subsidiary (within the meaning of
                Code Section 409(d)(3)) to an entity that is not an Affiliated
                Employer with respect to a Participant who continues employment
                with such subsidiary.

                Distributions that are made because of (4), (5), or (6) above
                must be made in a lump-sum.

                (d)     A Participant's "elective deferrals" made under this
        Plan and all other plans, contracts or arrangements of the Employer
        maintaining this Plan during any calendar year shall not exceed the
        dollar limitation imposed by Code Section 402(g), as in effect at the
        beginning of such calendar year. This dollar limitation shall be
        adjusted annually pursuant to the method provided in Code Section 415(d)
        in accordance with Regulations. For this


                                       59
<PAGE>

        purpose, "elective deferrals" means, with respect to a calendar year,
        the sum of all employer contributions made on behalf of such Participant
        pursuant to an election to defer under any qualified cash or deferred
        arrangement as described in Code Section 401(k), any salary reduction
        simplified employee pension (as defined in Code Section 408(k)(6)), any
        SIMPLE IRA plan described in Code Section 408(p), any eligible deferred
        compensation plan under Code Section 457, any plans described under Code
        Section 501(c)(18), and any Employer contributions made on the behalf of
        a Participant for the purchase of an annuity contract under Code Section
        403(b) pursuant to a salary reduction agreement. "Elective deferrals"
        shall not include any deferrals properly distributed as excess "Annual
        Additions" pursuant to Section 4.5.

                (e)     If a Participant has Excess Deferrals for a taxable
        year, the Participant may, not later than March 1st following the close
        of such taxable year, notify the Administrator in writing of such excess
        and request that the Participant's Elective Deferrals under this Plan be
        reduced by an amount specified by the Participant. In such event, the
        Administrator shall direct the distribution of 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. Any distribution of less than the entire amount of Excess
        Deferrals and "Income" shall be treated as a pro rata distribution of
        Excess Deferrals and "Income." The amount distributed shall not exceed
        the Participant's Elective Deferrals under the Plan for the taxable
        year. Any distribution on or before the last day of the Participant's
        taxable year must satisfy each of the following conditions:

                (1)     the Participant shall designate the distribution as
                Excess Deferrals;

                (2)     the distribution must be made after the date on which
                the Plan received the Excess Deferrals; and

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

                Regardless of the preceding, if a Participant has Excess
        Deferrals solely from elective deferrals made under this Plan or any
        other plan maintained by the Employer, a Participant will be deemed to
        have notified the Administrator of such excess amount and the
        Administrator shall direct the distribution of such Excess Deferrals in
        a manner consistent with the provisions of this subsection.

                Any distribution made pursuant to this subsection shall be made
        first from unmatched Elective Deferrals and, thereafter, from Elective
        Deferrals which are matched. Matching contributions which relate to
        Excess Deferrals that are distributed pursuant to this Section 12.2(e)
        shall be treated as a Forfeiture to the extent required pursuant to Code
        Section 401(a)(4) and the Regulations thereunder.

                For the purpose of this subsection, "Income" means the amount of
        income or loss allocable to a Participant's Excess Deferrals, which
        amount shall be allocated in the same manner as income or losses are
        allocated pursuant to Section 4.3(c). However, "Income" for the period
        between the end of the taxable year of the Participant and the date of
        the distribution (the "gap period") is not required to be distributed.

                (f)     Notwithstanding the preceding, a Participant's Excess
        Deferrals shall be reduced, but not below zero, by any distribution
        and/or recharacterization of Excess Deferrals pursuant to Section
        12.5(a) for the Plan Year beginning with or within the taxable year of
        the Participant.

                (g)     In the event a Participant has received a hardship
        distribution pursuant to Regulation 1.401(k)-1(d)(2)(iii)(B) from any
        other plan maintained by the Employer or from the Participant's Elective
        Deferral Account pursuant to Section 12.9, then such Participant shall
        not be permitted to elect to have Elective Deferrals contributed to the
        Plan 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 Elective Deferrals, if any, made
        pursuant to this Plan (and any other plan maintained by the Employer)
        for the taxable year of the hardship distribution.

                (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 Deferral Account shall be used to provide
        benefits to the Participant or the Participant's Beneficiary.

                (i)     If during a Plan Year, it is projected that the
        aggregate amount of Elective Deferrals to be allocated to all Highly
        Compensated Participants under this Plan would cause the Plan to fail
        the tests set forth in Section 12.4, then the Administrator may
        automatically reduce the deferral amount of affected Highly Compensated
        Participants, beginning with the Highly Compensated Participant who has
        the highest actual deferral ratio until it is anticipated the Plan will
        pass the tests or until the actual deferral ratio equals the actual
        deferral ratio of the Highly Compensated Participant having the next
        highest actual deferral ratio. This process may continue until it is
        anticipated that the Plan will satisfy one of the tests set forth in
        Section 12.4. Alternatively, the Employer may specify a maximum
        percentage of Compensation that may be deferred by Highly Compensated
        Participants.


                                       60
<PAGE>

                (j)     The Employer and the Administrator shall establish
        procedures necessary to implement the salary reduction elections
        provided for herein. Such procedures may contain limits on salary
        deferral elections such as limiting elections to whole percentages of
        Compensation or to equal dollar amounts per pay period that an election
        is in effect.

12.3    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, or other Valuation 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
        Employer 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 contributions as follows:

                (1)     With respect to Elective Deferrals made pursuant to
                Section 12.1(a)(1), to each Participant's Elective Deferral
                Account in an amount equal to each such Participant's Elective
                Deferrals for the year.

                (2)     With respect to the Employer's matching contribution
                made pursuant to Section 12.1(a)(2), to each Participant's
                Account, or Participant's Qualified Matching Contribution
                Account, as elected in the Adoption Agreement, in accordance
                with Section 12.1(a)(2).

                Except, however, in order to be entitled to receive any Employer
                matching contribution, a Participant must satisfy the conditions
                for sharing in the Employer matching contribution as set forth
                in the Adoption Agreement. Furthermore, regardless of any
                election in the Adoption Agreement to the contrary, for the Plan
                Year in which this Plan terminates, a Participant shall only be
                eligible to share in the allocation of the Employer's
                contributions for the Plan Year if the Participant is employed
                at the end of the Plan Year and has completed a Year of Service
                (or Period of Service if the Elapsed Time Method is elected).

                (3)     With respect to the Employer's Non-Elective Contribution
                made pursuant to Section 12.1(a)(3), to each Participant's
                Account in accordance with the provisions of Section 4.3(b)(2)
                or (3) whichever is applicable.

                (4)     With respect to the Employer's Qualified Non-Elective
                Contribution made pursuant to Section 12.1(a)(4), to each
                Participant's (excluding Highly Compensated Employees, if
                elected in the Adoption Agreement) Qualified Non-Elective
                Contribution Account in accordance with the Adoption Agreement.

                (c)     Notwithstanding anything in the Plan to the contrary, in
        determining whether a Non-Key Employee has received the required minimum
        allocation pursuant to Section 4.3(f) such Non-Key Employee's Elective
        Deferrals and matching contributions used to satisfy the ADP tests in
        Section 12.4 or the ACP tests in Section 12.6 shall not be taken into
        account.

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

                (e)     Notwithstanding anything herein to the contrary (other
        than Sections 4.3(f) and 12.3(f)), Participants shall only share in the
        allocations of the Employer's matching contribution made pursuant to
        Section 12.1(a)(2), the Employer's Non-Elective Contributions made
        pursuant to Section 12.1(a)(3), the Employer's Qualified Non-Elective
        Contribution made pursuant to Section 12.1(a)(4), and Forfeitures as
        provided in the Adoption Agreement. If no election is made in the
        Adoption Agreement, then a Participant shall be eligible to share in the
        allocation of the Employer's contribution for the year if the
        Participant completes more than 500 Hours of Service (or three (3)
        Months of Service if the Elapsed Time method is chosen in the Adoption
        Agreement) during the Plan Year or who is employed on the last day of
        the Plan Year. Furthermore, regardless of any election in the Adoption
        Agreement to the contrary, for the Plan Year in which this Plan
        terminates, a Participant shall only be eligible to share in the
        allocation of the Employer's contributions for the Plan Year if the
        Participant is employed at the end of the Plan Year and has completed a
        Year of Service (or Period of Service if the Elapsed Time Method is
        elected).

                (f)     Notwithstanding anything in this Section to the
        contrary, the provisions of this subsection apply for any Plan Year if,
        in the non-standardized Adoption Agreement, the Employer elected to
        apply the 410(b) ratio percentage failsafe provisions and the Plan fails
        to satisfy the "ratio percentage test" due to a last day of the Plan
        Year allocation condition or an Hours of Service (or months of service)
        allocation condition. A plan satisfies the "ratio percentage test" if,
        on the last day of the Plan Year, the "benefiting ratio" of the
        Non-Highly Compensated Employees who are "includible" is at least 70% of
        the "benefiting ratio" of the Highly Compensated Employees who are


                                       61
<PAGE>

        "includible." The "benefiting ratio" of the Non-Highly Compensated
        Employees is the number of "includible" Non-Highly Compensated Employees
        "benefiting" under the Plan divided by the number of "includible"
        Employees who are Non-Highly Compensated Employees. The "benefiting
        ratio" of the Highly Compensated Employees is the number of Highly
        Compensated Employees "benefiting" under the Plan divided by the number
        of "includible" Highly Compensated Employees. "Includible" Employees are
        all Employees other than: (1) those Employees excluded from
        participating in the plan for the entire Plan Year by reason of the
        collective bargaining unit exclusion or the nonresident alien exclusion
        described in the Code or by reason of the age and service requirements
        of Article III; and (2) any Employee who incurs a separation from
        service during the Plan Year and fails to complete at least 501 Hours of
        Service (or three (3) months of service if the Elapsed Time Method is
        being used) during such Plan Year.

                         For purposes of this subsection, an Employee is
        "benefiting" under the Plan on a particular date if, under the Plan, the
        Employee is entitled to an Employer contribution or an allocation of
        Forfeitures for the Plan Year.

                         If this subsection applies, then the Administrator will
        suspend the allocation conditions for the "includible" Non-Highly
        Compensated Employees who are Participants, beginning first with the
        "includible" Employees employed by the Employer on the last day of the
        Plan Year, then the "includible" Employees who have the latest
        separation from service during the Plan Year, and continuing to suspend
        the allocation conditions for each "includible" Employee who incurred an
        earlier separation from service, from the latest to the earliest
        separation from service date, until the Plan satisfies the "ratio
        percentage test" for the Plan Year. If two or more "includible"
        Employees have a separation from service on the same day, then the
        Administrator will suspend the allocation conditions for all such
        "includible" Employees, irrespective of whether the Plan can satisfy the
        "ratio percentage test" by accruing benefits for fewer than all such
        "includible" Employees. If the Plan for any Plan Year suspends the
        allocation conditions for an "includible" Employee, then that Employee
        will share in the allocation for that Plan Year of the Employer
        contribution and Forfeitures, if any, without regard to whether the
        Employee has satisfied the other allocation conditions set forth in this
        Section.

                If the Plan includes Employer matching contributions subject to
                ACP testing, this subsection applies separately to the Code
                Section 401(m) portion of the Plan.

12.4    ACTUAL DEFERRAL PERCENTAGE TESTS

                (a)     Except as otherwise provided herein, this subsection
        applies if the Prior Year Testing method is elected in the Adoption
        Agreement. The "Actual Deferral Percentage" (hereinafter "ADP") for a
        Plan Year for Participants who are Highly Compensated Employees
        (hereinafter "HCEs") for each Plan Year and the prior year's ADP for
        Participants who were Non-Highly Compensated Employees (hereinafter
        "NHCEs") for the prior Plan Year must satisfy one of the following
        tests:

                (1)     The ADP for a Plan Year for Participants who are HCEs
                for the Plan Year shall not exceed the prior year's ADP for
                Participants who were NHCEs for the prior Plan Year multiplied
                by 1.25; or

                (2)     The ADP for a Plan Year for Participants who are HCEs
                for the Plan Year shall not exceed the prior year's ADP for
                Participants who were NHCEs for the prior Plan Year multiplied
                by 2.0, provided that the ADP for Participants who are HCEs does
                not exceed the prior year's ADP for Participants who were NHCEs
                in the prior Plan Year by more than two (2) percentage points.

                Notwithstanding the above, for purposes of applying the
                foregoing tests with respect to the first Plan Year in which the
                Plan permits any Participant to make Elective Deferrals, the ADP
                for the prior year's NHCEs shall be deemed to be three percent
                (3%) unless the Employer has elected in the Adoption Agreement
                to use the current Plan Year's ADP for these Participants.
                However, the provisions of this paragraph may not be used if the
                Plan is a successor plan or is otherwise prohibited from using
                such provisions pursuant to IRS Notice 98-1 (or superseding
                guidance).

                (b)     Notwithstanding the foregoing, if the Current Year
        Testing method is elected in the Adoption Agreement, the ADP tests in
        (a)(1) and (a)(2), above shall be applied by comparing the current Plan
        Year's ADP for Participants who are HCEs with the current Plan Year's
        ADP (rather than the prior Plan Year's ADP) for Participants who are
        NHCEs for the current Plan Year. Once made, this election can only be
        changed if the Plan meets the requirements for changing to the Prior
        Year Testing method set forth in IRS Notice 98-1 (or superseding
        guidance). Furthermore, this Plan must use the same testing method for
        both the ADP and ACP tests for Plan Years beginning on or after the date
        the Employer adopts its GUST restated plan.

                (c)     This subsection applies to prevent the multiple use of
        the test set forth in subsection (a)(2) above. Any HCE eligible to make
        Elective Deferrals pursuant to Section 12.2 and to make after-tax
        voluntary 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 either the actual deferral ratio
        adjusted in the manner described in Section 12.5 or the actual
        contribution ratio adjusted in the manner described in Section 12.7 so
        that the "Aggregate Limit" is not


                                       62
<PAGE>

        exceeded pursuant to Regulation 1.401(m)-2. The amounts in excess of the
        "Aggregate Limit" shall be treated as either an Excess Contribution or
        an Excess Aggregate Contribution. The ADP and ACP of the HCEs are
        determined after any corrections required to meet the ADP and ACP tests
        and are deemed to be the maximum permitted under such tests for the Plan
        Year. Multiple use does not occur if either the ADP or ACP of the HCEs
        does not exceed 1.25 multiplied by the ADP and ACP of the NHCEs.

                "Aggregate Limit" means the sum of (i) 125 percent of the
        greater of the ADP of the NHCEs for the prior Plan Year or the ACP of
        such NHCEs under the plan subject to Code Section 401(m) for the Plan
        Year beginning with or within the prior Plan Year of the cash or
        deferred arrangement and (ii) the lesser of 200% or two (2) plus the
        lesser of such ADP or ACP. "Lesser" is substituted for "greater" in (i)
        above, and "greater" is substituted for "lesser" after "two (2) plus
        the" in (ii) above if it would result in a larger Aggregate Limit. If
        the Employer has elected in the Adoption Agreement to use the Current
        Year Testing method, then in calculating the "Aggregate Limit" for a
        particular Plan Year, the NHCEs ADP and ACP for that Plan Year, instead
        of the prior Plan Year, is used.

                (d)     A Participant is an HCE for a particular Plan Year if
        the Participant meets the definition of an HCE in effect for that Plan
        Year. Similarly, a Participant is an NHCE for a particular Plan Year if
        the Participant does not meet the definition of an HCE in effect for
        that Plan Year.

                (e)     For the purposes of this Section and Section 12.5, ADP
        means, for a specific group of Participants for a Plan Year, the average
        of the ratios (calculated separately for each Participant in such group)
        of (1) the amount of Employer contributions actually paid over to the
        Plan on behalf of such Participant for the Plan Year to (2) the
        Participant's 414(s) Compensation for such Plan Year. Employer
        contributions on behalf of any participant shall include: (1) any
        Elective Deferrals made pursuant to the Participant's deferral election
        (including Excess Deferrals of HCEs), but excluding (i) Excess Deferrals
        of NHCEs that arise solely from Elective Deferrals made under the plan
        or plans of this Employer and (ii) Elective Deferrals that are taken
        into account in the ACP tests set forth in Section 12.6 (provided the
        ADP test is satisfied both with and without exclusion of these Elective
        Deferrals); and (2) at the election of the Employer, Qualified
        Non-Elective Contributions and Qualified Matching Contributions to the
        extent such contributions are not used to satisfy the ACP test.

                        The actual deferral ratio for each Participant and the
        ADP for each group shall be calculated to the nearest one-hundredth of
        one percent. Elective Deferrals allocated to each Highly Compensated
        Participant's Elective Deferral Account shall not be reduced by Excess
        Deferrals to the extent such excess amounts are made under this Plan or
        any other plan maintained by the Employer.

                (f)     For purposes of this Section and Section 12.5, a Highly
        Compensated Participant and a Non-Highly Compensated Participant shall
        include any Employee eligible to make salary deferrals pursuant to
        Section 12.2 for the Plan Year. Such Participants who fail to make
        Elective Deferrals shall be treated for ADP purposes as Participants on
        whose behalf no Elective Deferrals are made.

                (g)     In the event this Plan satisfies the requirements of
        Code Sections 401(a)(4), 401(k), or 410(b) only if aggregated with one
        or more other plans, or if one or more other plans satisfy the
        requirements of such sections of the Code only if aggregated with this
        Plan, then this Section shall be applied by determining the ADP of
        Employees as if all such plans were a single plan. Any adjustments to
        the NHCE ADP for the prior year will be made in accordance with IRS
        Notice 98-1 and any superseding guidance, unless the Employer has
        elected in the Adoption Agreement to use the Current Year Testing
        method. Plans may be aggregated in order to satisfy Code Section 401(k)
        only if they have the same Plan Year and use the same ADP testing
        method.

                (h)     The ADP for any Participant who is an HCE for the Plan
        Year and who is eligible to have Elective Deferrals (and Qualified
        Non-Elective Contributions or Qualified Matching Contributions, or both,
        if treated as Elective Deferrals for purposes of the ADP test) allocated
        to such Participant's accounts under two (2) or more arrangements
        described in Code Section 401(k), that are maintained by the Employer,
        shall be determined as if such Elective Deferrals (and, if applicable,
        such Qualified Non-Elective Contributions or Qualified Matching
        Contributions, or both) were made under a single arrangement for
        purposes of determining such HCE's actual deferral ratio. However, 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.
        Notwithstanding the foregoing, certain plans shall be treated as
        separate if mandatorily disaggregated under Regulations under Code
        Section 401.

                (i)     For purposes of determining the ADP and the amount of
        Excess Contributions pursuant to Section 12.5, only Elective Deferrals,
        Qualified Non-Elective Contributions and Qualified Matching
        Contributions contributed to the Plan prior to the end of the twelve
        (12) month period immediately following the Plan Year to which the
        contributions relate shall be considered.

                (j)     Notwithstanding anything in this Section to the
        contrary, the provisions of this Section and Section 12.5 may be applied
        separately (or will be applied separately to the extent required by
        Regulations) to each "plan"


                                       63
<PAGE>

        within the meaning of Regulation 1.401(k)-1(g)(11). Furthermore, for
        Plan Years beginning after December 31, 1998, the provisions of Code
        Section 401(k)(3)(F) may be used to exclude from consideration all
        Non-Highly Compensated Employees who have not satisfied the minimum age
        and service requirements of Code Section 410(a)(1)(A).

12.5    ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

                (a)     In the event (or, with respect to subsection (c) when
        the Prior Year Testing method is being used, if it is anticipated) that
        for Plan Years beginning after December 31, 1996, the Plan does not
        satisfy one of the tests set forth in Section 12.4, the Administrator
        shall adjust Excess Contributions or the Employer shall make
        contributions pursuant to the options set forth below or any combination
        thereof. However, if the Prior Year testing method is being used and it
        is anticipated that the Plan might not satisfy one of such tests, then
        the Employer may make contributions pursuant to the options set forth in
        subsection (c) below.

                (b)     On or before the fifteenth day of the third month
        following the end of each Plan Year, but in no event later than the
        close of the following Plan Year, the Highly Compensated Participant
        allocated the largest amount of Elective Deferrals shall have a portion
        of such Elective Deferrals (and "Income" allocable to such amounts)
        distributed (and/or, at the Participant's election, recharacterized as a
        after-tax voluntary Employee contribution pursuant to Section 4.8) until
        the total amount of Excess Contributions has been distributed, or until
        the amount of the Participant's Elective Deferrals equals the Elective
        Deferrals of the Highly Compensated Participant having the next largest
        amount of Elective Deferrals allocated. This process shall continue
        until the total amount of Excess Contributions has been distributed. Any
        distribution and/or recharacterization of Excess Contributions shall be
        made in the following order:

                (1)     With respect to the distribution of Excess
                Contributions, 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 Elective
                        Deferrals and, thereafter, simultaneously from Elective
                        Deferrals which are matched and matching contributions
                        which relate to such Elective Deferrals. Matching
                        contributions which relate to Excess Contributions shall
                        be forfeited unless the related matching contribution is
                        distributed as an Excess Aggregate Contribution pursuant
                        to Section 12.7;

                        (iii)   shall be adjusted for "Income"; and

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

                (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 Elective
                        Deferrals on behalf of any Highly Compensated
                        Participant for any Plan Year;

                        (iii)   shall be treated as after-tax voluntary Employee
                        contributions for purposes of Code Section 401(a)(4) and
                        Regulation 1.401(k)-1(b). However, for purposes of
                        Sections 4.3(f) and 9.2 (top heavy rules),
                        recharacterized Excess Contributions continue to be
                        treated as Employer contributions that are Elective
                        Deferrals. Excess Contributions (and "Income"
                        attributable to such amounts) recharacterized as
                        after-tax voluntary Employee contributions shall
                        continue to be nonforfeitable and subject to the same
                        distribution rules provided for in Section 12.2(c); and

                        (iv)    are not permitted if the amount recharacterized
                        plus after-tax voluntary Employee contributions actually
                        made by such Highly Compensated Participant, exceed the
                        maximum amount of after-tax voluntary Employee
                        contributions (determined prior to application of
                        Section 12.6) that such Highly Compensated Participant
                        is permitted to make under the Plan in the absence of
                        recharacterization.

                (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."


                                       64
<PAGE>

                (4)     For the purpose of this Section, "Income" means the
                income or losses allocable to Excess Contributions, which amount
                shall be allocated at the same time and in the same manner as
                income or losses are allocated pursuant to Section 4.3(c).
                However, "Income" for the period between the end of the Plan
                Year and the date of the distribution (the "gap period") is not
                required to be distributed.

                (5)     Excess Contributions shall be treated as Employer
                contributions for purposes of Code Sections 404 and 415 even if
                distributed from the Plan.

                (c)     Notwithstanding the above, within twelve (12) months
        after the end of the Plan Year (or, if the Prior Year Testing method is
        used, within twelve (12) months after the end of the prior Plan Year),
        the Employer may make a special Qualified Non-Elective Contribution or
        Qualified Matching Contribution in accordance with one of the following
        provisions which contribution shall be allocated to the Qualified
        Non-Elective Contribution Account or Qualified Matching Contribution
        Account of each Non-Highly Compensated Participant eligible to share in
        the allocation in accordance with such provision. The Employer shall
        provide the Administrator with written notification of the amount of the
        contribution being made and to which provision it relates.

                (1)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.4. Such contribution
                shall be allocated in the same proportion that each Non-Highly
                Compensated Participant's 414(s) Compensation for the year (or
                prior year if the Prior Year Testing method is being used) bears
                to the total 414(s) Compensation of all Non-Highly Compensated
                Participants for such year.

                (2)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.4. Such contribution
                shall be allocated in the same proportion that each Non-Highly
                Compensated Participant's 414(s) Compensation for the year (or
                prior year if the Prior Year Testing method is being used) bears
                to the total 414(s) Compensation of all Non-Highly Compensated
                Participants for such year. However, for purposes of this
                contribution, Non-Highly Compensated Participants who are not
                employed at the end of the Plan Year (or at the end of the prior
                Plan Year if the Prior Year Testing method is being used) and,
                if this is a standardized Plan, who have not completed more than
                500 Hours of Service (or three (3) consecutive calendar months
                if the Elapsed Time Method is selected in the Adoption
                Agreement) during such Plan Year, shall not be eligible to share
                in the allocation and shall be disregarded.

                (3)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.4. Such contribution
                shall be allocated in equal amounts (per capita).

                (4)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.4. Such contribution
                shall be allocated in equal amounts (per capita). However, for
                purposes of this contribution, Non-Highly Compensated
                Participants who are not employed at the end of the Plan Year
                (or at the end of the prior Plan Year if the Prior Year Testing
                method is being used) and, if this is a standardized Plan, who
                have not completed more than 500 Hours of Service (or three (3)
                consecutive calendar months if the Elapsed Time Method is
                selected in the Adoption Agreement) during such Plan Year, shall
                not be eligible to share in the allocation and shall be
                disregarded.

                (5)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.4. Such contribution
                shall be allocated to the Qualified Non-Elective Contribution
                Account of the Non-Highly Compensated Participant having the
                lowest 414(s) Compensation, until one of the tests set forth in
                Section 12.4 is satisfied (or is anticipated to be satisfied),
                or until such Non-Highly Compensated Participant has received
                the maximum "Annual Addition" pursuant to Section 4.4. This
                process shall continue until one of the tests set forth in
                Section 12.4 is satisfied (or is anticipated to be satisfied).

                (6)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.4. Such contribution
                shall be allocated to the Qualified Non-Elective Contribution
                Account of the Non-Highly Compensated Participant having the
                lowest 414(s) Compensation, until one of the tests set forth in
                Section 12.4 is satisfied (or is anticipated to be satisfied),
                or until such Non-Highly Compensated Participant has received
                the maximum "Annual Addition" pursuant to Section 4.4. This
                process shall continue until one of the tests set forth in
                Section 12.4 is satisfied (or is anticipated to be satisfied).
                However, for purposes of this contribution, Non-Highly
                Compensated Participants who are not employed at the end of the
                Plan Year (or at the end of the prior Plan Year if the Prior
                Year Testing method is being used) and, if this is a
                standardized Plan, who have not completed more than 500 Hours of
                Service (or three (3) consecutive


                                       65
<PAGE>

                calendar months if the Elapsed Time Method is selected in the
                Adoption Agreement) during such Plan Year, shall not be eligible
                to share in the allocation and shall be disregarded.

                (7)     A Qualified Matching Contribution may be made on behalf
                of Non-Highly Compensated Participants in an amount sufficient
                to satisfy (or to prevent an anticipated failure of) one of the
                tests set forth in Section 12.4. Such contribution shall be
                allocated to the Qualified Matching Contribution Account of each
                Non-Highly Compensated Participant in the same proportion that
                each Non-Highly Compensated Participant's Elective Deferrals for
                the year bears to the total Elective Deferrals of all Non-Highly
                Compensated Participants.

                (8)     A Qualified Matching Contribution may be made on behalf
                of Non-Highly Compensated Participants in an amount sufficient
                to satisfy (or to prevent an anticipated failure of) one of the
                tests set forth in Section 12.4. Such contribution shall be
                allocated to the Qualified Matching Contribution Account of each
                Non-Highly Compensated Participant in the same proportion that
                each Non-Highly Compensated Participant's Elective Deferrals for
                the year bears to the total Elective Deferrals of all Non-Highly
                Compensated Participants. However, for purposes of this
                contribution, Non-Highly Compensated Participants who are not
                employed at the end of the Plan Year (or at the end of the prior
                Plan Year if the Prior Year Testing method is being used) and,
                if this is a standardized Plan, who have not completed more than
                500 Hours of Service (or three (3) consecutive calendar months
                if the Elapsed Time Method is selected in the Adoption
                Agreement) during such Plan Year, shall not be eligible to share
                in the allocation and shall be disregarded.

                (9)     A Qualified Matching Contribution may be made on behalf
                of Non-Highly Compensated Participants in an amount sufficient
                to satisfy (or to prevent an anticipated failure of) one of the
                tests set forth in Section 12.4. Such contribution shall be
                allocated to the Qualified Matching Contribution Account of the
                Non-Highly Compensated Participant having the lowest Elective
                Deferrals until one of the tests set forth in Section 12.4 is
                satisfied (or is anticipated to be satisfied), or until such
                Non-Highly Compensated Participant has received the maximum
                "Annual Addition" pursuant to Section 4.4. This process shall
                continue until one of the tests set forth in Section 12.4 is
                satisfied (or is anticipated to be satisfied).

                (10)    A Qualified Matching Contribution may be made on behalf
                of Non-Highly Compensated Participants in an amount sufficient
                to satisfy (or to prevent an anticipated failure of) one of the
                tests set forth in Section 12.4. Such contribution shall be
                allocated to the Qualified Matching Contribution Account of the
                Non-Highly Compensated Participant having the lowest Elective
                Deferrals until one of the tests set forth in Section 12.4 is
                satisfied (or is anticipated to be satisfied), or until such
                Non-Highly Compensated Participant has received the maximum
                "Annual Addition" pursuant to Section 4.4. This process shall
                continue until one of the tests set forth in Section 12.4 is
                satisfied (or is anticipated to be satisfied). However, for
                purposes of this contribution, Non-Highly Compensated
                Participants who are not employed at the end of the Plan Year
                (or at the end of the prior Plan Year if the Prior Year Testing
                method is being used) and, if this is a standardized Plan, who
                have not completed more than 500 Hours of Service (or three (3)
                consecutive calendar months if the Elapsed Time Method is
                selected in the Adoption Agreement) during such Plan Year, shall
                not be eligible to share in the allocation and shall be
                disregarded.

                (d)     Any Excess Contributions (and "Income") which are
        distributed on or after 2 1/2 months after the end of the Plan Year
        shall be subject to the ten percent (10%) Employer excise tax imposed by
        Code Section 4979.

12.6    ACTUAL CONTRIBUTION PERCENTAGE TESTS

                (a)     Except as otherwise provided herein, this subsection
        applies if the Prior Year Testing method is elected in the Adoption
        Agreement. The "Actual Contribution Percentage" (hereinafter "ACP") for
        Participants who are Highly Compensated Employees (hereinafter "HCEs")
        for each Plan Year and the prior year's ACP for Participants who were
        Non-Highly Compensated Employees (hereinafter "NHCEs") for the prior
        Plan Year must satisfy one of the following tests:

                (1)     The ACP for a Plan Year for Participants who are HCEs
                for the Plan Year shall not exceed the prior year's ACP for
                Participants who were NHCEs for the prior Plan Year multiplied
                by 1.25; or

                (2)     The ACP for a Plan Year for Participants who are HCEs
                for the Plan Year shall not exceed the prior year's ACP for
                Participants who were NHCEs for the prior Plan Year multiplied
                by 2.0, provided that the ACP for Participants who are HCEs does
                not exceed the prior year's ACP for Participants who were NHCEs
                in the prior Plan Year by more than two (2) percentage points.

                Notwithstanding the above, for purposes of applying the
                foregoing tests with respect to the first Plan Year in which the
                Plan permits any Participant to make Employee contributions,
                provides for matching contributions, or both, the ACP for the
                prior year's NHCEs shall be deemed to be three percent (3%)
                unless the Employer


                                       66
<PAGE>

                has elected in the Adoption Agreement to use the current Plan
                Year's ACP for these Participants. However, the provisions of
                this paragraph may not be used if the Plan is a successor plan
                or is otherwise prohibited from using such provisions pursuant
                to IRS Notice 98-1 (or superseding guidance).

                (b)     Notwithstanding the preceding, if the Current Year
        Testing method is elected in the Adoption Agreement, the ACP tests in
        (a)(1) and (a)(2), above shall be applied by comparing the current Plan
        Year's ACP for Participants who are HCEs with the current Plan Year's
        ACP (rather than the prior Plan Year's ACP) for Participants who are
        NHCEs for the current Plan Year. Once made, this election can only be
        changed if the Plan meets the requirements for changing to the Prior
        Year Testing method set forth in IRS Notice 98-1 (or superseding
        guidance). Furthermore, this Plan must use the same testing method for
        both the ADP and ACP tests for Plan Years beginning on or after the date
        the Employer adopts its GUST restated plan.

                (c)     This subsection applies to prevent the multiple use of
        the test set forth in subsection (a)(2) above. Any HCE eligible to make
        Elective Deferrals pursuant to Section 12.2 and to make after-tax
        voluntary 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 either the actual deferral ratio
        adjusted in the manner described in Section 12.5 or the actual
        contribution ratio reduced in the manner described in Section 12.7 so
        that the "Aggregate Limit" is not exceeded pursuant to Regulation
        1.401(m)-2. The amounts in excess of the "Aggregate Limit" shall be
        treated as either an Excess Contribution or an Excess Aggregate
        Contribution. The ADP and ACP of the HCEs are determined after any
        corrections required to meet the ADP and ACP tests and are deemed to be
        the maximum permitted under such test for the Plan Year. Multiple use
        does not occur if either the ADP or ACP of the HCEs does not exceed 1.25
        multiplied by the ADP and ACP of the NHCEs.

        "Aggregate Limit" means the sum of (i) 125 percent of the greater of the
        ADP of the NHCEs for the Plan Year or the ACP of such NHCEs under the
        plan subject to Code Section 401(m) for the Plan Year beginning with or
        within the prior Plan Year of the cash or deferred arrangement and (ii)
        the lesser of 200% or two plus the lesser of such ADP or ACP. "Lesser"
        is substituted for "greater" in (i) above, and "greater" is substituted
        for "lesser" after "two plus the" in (ii) above if it would result in a
        larger Aggregate Limit. If the Employer has elected in the Adoption
        Agreement to use the Current Year Testing method, then in calculating
        the "Aggregate Limit" for a particular Plan Year, the NHCEs ADP and ACP
        for that Plan Year, instead of the prior Plan Year, is used.

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

                (e)     For the purposes of this Section and Section 12.7, ACP
        for a specific group of Participants for a Plan Year means the average
        of the "Contribution Percentages" (calculated separately for each
        Participant in such group). For this purpose, "Contribution Percentage"
        means the ratio (expressed as a percentage) of the Participant's
        "Contribution Percentage Amounts" to the Participant's 414(s)
        Compensation. The actual contribution ratio for each Participant and the
        ACP for each group, shall be calculated to the nearest one-hundredth of
        one percent of the Participant's 414(s) Compensation.

                (f)     "Contribution Percentage Amounts" means the sum of (i)
        after-tax voluntary Employee contributions, (ii) Employer "Matching
        Contributions" made pursuant to Section 12.1(a)(2) (including Qualified
        Matching Contributions to the extent such Qualified Matching
        Contributions are not used to satisfy the tests set forth in Section
        12.4), (iii) Excess Contributions recharacterized as nondeductible
        voluntary Employee contributions pursuant to Section 12.5, and (iv)
        Qualified Non-Elective Contributions (to the extent not used to satisfy
        the tests set forth in Section 12.4). However, "Contribution Percentage
        Amounts" shall not include "Matching Contributions" that are forfeited
        either to correct Excess Aggregate Contributions or due to Code Section
        401(a)(4) and the Regulations thereunder because the contributions to
        which they relate are Excess Deferrals, Excess Contributions, or Excess
        Aggregate Contributions. In addition, "Contribution Percentage Amounts"
        may include Elective Deferrals provided the ADP test in Section 12.4 is
        met before the Elective Deferrals are used in the ACP test and continues
        to be met following the exclusion of those Elective Deferrals that are
        used to meet the ACP test.

                (g)     For purposes of determining the ACP and the amount of
        Excess Aggregate Contributions pursuant to Section 12.7, only Employer
        "Matching Contributions" (excluding "Matching Contributions" forfeited
        or distributed pursuant to Section 12.2(e), 12.5(b), or 12.7(b))
        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" made pursuant to Section 12.1(a)(2) or
        after-tax voluntary Employee contributions made pursuant to Section 4.7
        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)(2) which is incorporated herein by
        reference.


                                       67
<PAGE>

        The Plan 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.

                (h)     In the event that this Plan satisfies the requirements
        of Code Sections 401(a)(4), 401(m), or 410(b) only if aggregated with
        one or more other plans, or if one or more other plans satisfy the
        requirements of such sections of the Code only if aggregated with this
        Plan, then this Section shall be applied by determining the ACP of
        Employees as if all such plans were a single plan. Plans may be
        aggregated in order to satisfy Code section 401(m) only if they have the
        same Plan Year.

                         Any adjustments to the NHCE ACP for the prior year will
        be made in accordance with IRS Notice 98-1 and any superseding guidance,
        unless the Employer has elected in the Adoption Agreement to use the
        Current Year Testing method. Plans may be aggregated in order to satisfy
        Code Section 401(k) only if they have the same Plan Year and use the
        same ACP testing method.

                (i)     For the purposes of this Section, if an HCE is a
        Participant under two (2) or more plans (other than an employee stock
        ownership plan as defined in Code Section 4975(e)(7)) which are
        maintained by the Employer or an Affiliated Employer to which "Matching
        Contributions," nondeductible voluntary Employee contributions, or both,
        are made, all such contributions on behalf of such HCE shall be
        aggregated for purposes of determining such HCP's actual contribution
        ratio. However, 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.

                (j)     For purposes of this Section and Section 12.7, a Highly
        Compensated Participant and a Non-Highly Compensated Participant shall
        include any Employee eligible to have "Matching Contributions" made
        pursuant to Section 12.1(a)(2) (whether or not a deferral election was
        made or suspended pursuant to Section 12.2(g)) allocated to such
        Participant's account for the Plan Year or to make salary deferrals
        pursuant to Section 12.2 (if the Employer uses salary deferrals to
        satisfy the provisions of this Section) or after-tax voluntary Employee
        contributions pursuant to Section 4.7 (whether or not nondeductible
        voluntary Employee contributions are made) allocated to the
        Participant's account for the Plan Year.

                (k)     For purposes of this Section and Section 12.7, "Matching
        Contribution" means an Employer contribution made to the Plan, or to a
        contract described in Code Section 403(b), on behalf of a Participant on
        account of a nondeductible voluntary Employee contribution made by such
        Participant, or on account of a Participant's elective deferrals under a
        plan maintained by the Employer.

                (l)     For purposes of determining the ACP and the amount of
        Excess Aggregate Contributions pursuant to Section 12.7, only Elective
        Deferrals, Qualified Non-Elective Contributions, "Matching
        Contributions" and Qualified Matching Contributions contributed to the
        Plan prior to the end of the twelve (12) month period immediately
        following the Plan Year to which the contributions relate shall be
        considered.

                (m)     Notwithstanding anything in this Section to the
        contrary, the provisions of this Section and Section 12.7 may be applied
        separately (or will be applied separately to the extent required by
        Regulations) to each "plan" within the meaning of Regulation
        1.401(k)-1(g)(11). Furthermore, for Plan Years beginning after December
        31, 1998, the provisions of Code Section 401(k)(3)(F) may be used to
        exclude from consideration all Non-Highly Compensated Employees who have
        not satisfied the minimum age and service requirements of Code Section
        410(a)(1)(A).

12.7    ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

                (a)     In the event (or, with respect to subsection (g) below
        when the Prior Year Testing method is being used, if it is anticipated)
        that for Plan Years beginning after December 31, 1996, the Plan does not
        satisfy one of the tests set forth in Section 12.6, the Administrator
        shall adjust Excess Aggregate Contributions or the Employer shall make
        contributions pursuant to the options set forth below or any combination
        thereof. However, if the Prior Year testing method is being used and it
        is anticipated that the Plan might not satisfy one of such tests, then
        the Employer may make contributions pursuant to the options set forth in
        subsection (c) below.

                (b)     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 the Highly Compensated Participant having the
        largest allocation of "Contribution Percentage Amounts" shall have a
        portion of such "Contribution Percentage Amounts" (and "Income"
        allocable to such amounts) distributed or, if non-Vested, Forfeited
        (including "Income" allocable to such Forfeitures) until the total
        amount of Excess Aggregate Contributions has been distributed, or until
        the amount of the Participant's "Contribution Percentage Amounts" equals
        the "Contribution Percentage Amounts" of the Highly Compensated
        Participant having the next largest amount of "Contribution Percentage
        Amounts." This process shall continue until the total amount of Excess
        Aggregate Contributions has been distributed or forfeited. Any
        distribution and/or Forfeiture of "Contribution Percentage Amounts"
        shall be made in the following order:

                (1)     Employer matching contributions distributed and/or
                forfeited pursuant to Section 12.5(b)(1);


                                       68
<PAGE>

                (2)     After-tax voluntary Employee contributions including
                Excess Contributions recharacterized as after-tax voluntary
                Employee contributions pursuant to Section 12.5(b)(2);

                (3)     Remaining Employer matching contributions.

                (c)     Any distribution or Forfeiture of less than the entire
        amount of Excess Aggregate Contributions (and "Income") shall be treated
        as a pro rata distribution 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 Aggregate
        Contributions shall be treated in accordance with Section 4.3. However,
        no such Forfeiture may be allocated to a Highly Compensated Participant
        whose contributions are reduced pursuant to this Section.

                (d)     For the purpose of this Section, "Income" means the
        income or losses allocable to Excess Aggregate Contributions, which
        amount shall be allocated at the same time and in the same manner as
        income or losses are allocated pursuant to Section 4.3(c). However,
        "Income" for the period between the end of the Plan Year and the date of
        the distribution (the "gap period") is not required to be distributed.

                (e)     Excess Aggregate Contributions attributable to amounts
        other than nondeductible 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.

                (f)     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
        nondeductible 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 Plan Year or which are treated as after-tax voluntary
        Employee contributions due to recharacterization pursuant to Section
        12.5.

                (g)     Notwithstanding the above, within twelve (12) months
        after the end of the Plan Year (or, if the Prior Year Testing method is
        used, within twelve (12) months after the end of the prior Plan Year),
        the Employer may make a special Qualified Non-Elective Contribution or
        Qualified Matching Contribution in accordance with one of the following
        provisions which contribution shall be allocated to the Qualified
        Non-Elective Contribution Account or Qualified Matching Contribution
        Account of each Non-Highly Compensated eligible to share in the
        allocation in accordance with such provision. The Employer shall provide
        the Administrator with written notification of the amount of the
        contribution being made and for which provision it is being made
        pursuant to.

                (1)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.6. Such contribution
                shall be allocated in the same proportion that each Non-Highly
                Compensated Participant's 414(s) Compensation for the year (or
                prior year if the Prior Year Testing method is being used) bears
                to the total 414(s) Compensation of all Non-Highly Compensated
                Participants for such year.

                (2)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.6. Such contribution
                shall be allocated in the same proportion that each Non-Highly
                Compensated Participant's 414(s) Compensation for the year (or
                prior year if the Prior Year Testing method is being used) bears
                to the total 414(s) Compensation of all Non-Highly Compensated
                Participants for such year. However, for purposes of this
                contribution, Non-Highly Compensated Participants who are not
                employed at the end of the Plan Year (or at the end of the prior
                Plan Year if the Prior Year Testing method is being used) and,
                if this is a standardized Plan, who have not completed more than
                500 Hours of Service (or three (3) consecutive calendar months
                if the Elapsed Time Method is selected in the Adoption
                Agreement) during such Plan Year, shall not be eligible to share
                in the allocation and shall be disregarded.

                (3)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.6. Such contribution
                shall be allocated in equal amounts (per capita).

                (4)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.6. Such contribution
                shall be allocated in equal amounts (per capita). However, for
                purposes of this contribution, Non-Highly Compensated
                Participants who are not employed at the end of the Plan Year
                (or at the end of the prior Plan Year if the Prior Year Testing
                method is being used) and, if this is a standardized Plan, who
                have not completed more than 500 Hours of Service (or three (3)
                consecutive


                                       69
<PAGE>

                calendar months if the Elapsed Time Method is selected in the
                Adoption Agreement) during such Plan Year, shall not be eligible
                to share in the allocation and shall be disregarded.

                (5)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.6. Such contribution
                shall be allocated to the Qualified Non-Elective Contribution
                Account of the Non-Highly Compensated Participant having the
                lowest 414(s) Compensation, until one of the tests set forth in
                Section 12.6 is satisfied (or is anticipated to be satisfied),
                or until such Non-Highly Compensated Participant has received
                the maximum "Annual Addition" pursuant to Section 4.4. This
                process shall continue until one of the tests set forth in
                Section 12.6 is satisfied (or is anticipated to be satisfied).

                (6)     A Qualified Non-Elective Contribution may be made on
                behalf of Non-Highly Compensated Participants in an amount
                sufficient to satisfy (or to prevent an anticipated failure of)
                one of the tests set forth in Section 12.6. Such contribution
                shall be allocated to the Qualified Non-Elective Contribution
                Account of the Non-Highly Compensated Participant having the
                lowest 414(s) Compensation, until one of the tests set forth in
                Section 12.6 is satisfied (or is anticipated to be satisfied),
                or until such Non-Highly Compensated Participant has received
                the maximum "Annual Addition" pursuant to Section 4.4. This
                process shall continue until one of the tests set forth in
                Section 12.6 is satisfied (or is anticipated to be satisfied).
                However, for purposes of this contribution, Non-Highly
                Compensated Employees who are not employed at the end of the
                Plan Year (or at the end of the prior Plan Year if the Prior
                Year Testing method is being used) and, if this is a
                standardized Plan, who have not completed more than 500 Hours of
                Service (or three (3) consecutive calendar months if the Elapsed
                Time Method is selected in the Adoption Agreement) during such
                Plan Year, shall not be eligible to share in the allocation and
                shall be disregarded.

                (7)     A "Matching Contribution" may be made on behalf of
                Non-Highly Compensated Participants in an amount sufficient to
                satisfy (or to prevent an anticipated failure of) one of the
                tests set forth in Section 12.6. Such contribution shall be
                allocated on behalf of each Non-Highly Compensated Participant
                in the same proportion that each Non-Highly Compensated
                Participant's Elective Deferrals for the year bears to the total
                Elective Deferrals of all Non-Highly Compensated Participants.
                The Employer shall designate, at the time the contribution is
                made, whether the contribution made pursuant to this provision
                shall be a Qualified Matching Contribution allocated to a
                Participant's Qualified Matching Contribution Account or an
                Employer Non-Elective Contribution allocated to a Participant's
                Non-Elective Account.

                (8)     A "Matching Contribution" may be made on behalf of
                Non-Highly Compensated Participants in an amount sufficient to
                satisfy (or to prevent an anticipated failure of) one of the
                tests set forth in Section 12.6. Such contribution shall be
                allocated on behalf of each Non-Highly Compensated Participant
                in the same proportion that each Non-Highly Compensated
                Participant's Elective Deferrals for the year bears to the total
                Elective Deferrals of all Non-Highly Compensated Participants.
                The Employer shall designate, at the time the contribution is
                made, whether the contribution made pursuant to this provision
                shall be a Qualified Matching Contribution allocated to a
                Participant's Qualified Matching Contribution Account or an
                Employer Non-Elective Contribution allocated to a Participant's
                Non-Elective Account. However, for purposes of this
                contribution, Non-Highly Compensated Participants who are not
                employed at the end of the Plan Year (or at the end of the prior
                Plan Year if the Prior Year Testing method is being used) and,
                if this is a standardized Plan, who have not completed more than
                500 Hours of Service (or three (3) consecutive calendar months
                if the Elapsed Time Method is selected in the Adoption
                Agreement) during such Plan Year, shall not be eligible to share
                in the allocation and shall be disregarded.

                (9)     A "Matching Contribution" may be made on behalf of
                Non-Highly Compensated Participants in an amount sufficient to
                satisfy (or to prevent an anticipated failure of) one of the
                tests set forth in Section 12.4. Such contribution shall be
                allocated on behalf of the Non-Highly Compensated Participant
                having the lowest Elective Deferrals until one of the tests set
                forth in Section 12.4 is satisfied (or is anticipated to be
                satisfied), or until such Non-Highly Compensated Participant has
                received the maximum "Annual Addition" pursuant to Section 4.4.
                This process shall continue until one of the tests set forth in
                Section 12.4 is satisfied (or is anticipated to be satisfied).
                The Employer shall designate, at the time the contribution is
                made, whether the contribution made pursuant to this provision
                shall be a Qualified Matching Contribution allocated to a
                Participant's Qualified Matching Contribution Account or an
                Employer Non-Elective Contribution allocated to a Participant's
                Non-Elective Account.

                (10)    A "Matching Contribution" may be made on behalf of
                Non-Highly Compensated Participants in an amount sufficient to
                satisfy (or to prevent an anticipated failure of) one of the
                tests set forth in Section 12.4. Such contribution shall be
                allocated on behalf of the Non-Highly Compensated Participant
                having the lowest Elective Deferrals until one of the tests set
                forth in Section 12.4 is satisfied (or is anticipated to be
                satisfied), or until such Non-Highly Compensated Participant has
                received the maximum "Annual Addition" pursuant to Section 4.4.
                This process shall continue until one of the tests set forth in
                Section 12.4 is satisfied (or is anticipated to be satisfied).
                The Employer shall designate, at the time the contribution is
                made, whether the


                                       70
<PAGE>

                contribution made pursuant to this provision shall be a
                Qualified Matching Contribution allocated to a Participant's
                Qualified Matching Contribution Account or an Employer
                Non-Elective Contribution allocated to a Participant's
                Non-Elective Account. However, for purposes of this
                contribution, Non-Highly Compensated Participants who are not
                employed at the end of the Plan Year (or at the end of the prior
                Plan Year if the Prior Year Testing method is being used) and,
                if this is a standardized Plan, who have not completed more than
                500 Hours of Service (or three (3) consecutive calendar months
                if the Elapsed Time Method is selected in the Adoption
                Agreement) during such Plan Year, shall not be eligible to share
                in the allocation and shall be disregarded.

                (h)     Any Excess Aggregate Contributions (and "Income") which
        are distributed on or after 2 1/2 months after the end of the Plan Year
        shall be subject to the ten percent (10%) Employer excise tax imposed by
        Code Section 4979.

12.8    SAFE HARBOR PROVISIONS

                (a)     The provisions of this Section will apply if the
        Employer has elected, in the Adoption Agreement, to use the "ADP Test
        Safe Harbor" or "ACP Test Safe Harbor." If the Employer has elected to
        use the "ADP Test Safe Harbor" for a Plan Year, then the provisions
        relating to the ADP test described in Section 12.4 and in Code Section
        401(k)(3) do not apply for such Plan Year. In addition, if the Employer
        has also elected to use the "ACP Test Safe Harbor" for a Plan Year, then
        the provisions relating to the ACP test described in Section 12.6 and in
        Code Section 401(m)(2) do not apply for such Plan Year. Furthermore, to
        the extent any other provision of the Plan is inconsistent with the
        provisions of this Section, the provisions of this Section will govern.

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

                (1)     "ACP Test Safe Harbor" means the method described in
                subsection (c) below for satisfying the ACP test of Code Section
                401(m)(2).

                (2)     "ACP Test Safe Harbor Matching Contributions" means
                "Matching Contributions" described in subsection (d)(1).

                (3)     "ADP Test Safe Harbor" means the method described in
                subsection (c) for satisfying the ADP test of Code Section
                401(k)(3).

                (4)     "ADP Test Safe Harbor Contributions" means "Matching
                Contributions" and nonelective contributions described in
                subsection (c)(1) below.

                (5)     "Compensation" means Compensation as defined in Section
                1.11, except, for purposes of this Section, no dollar limit,
                other than the limit imposed by Code Section 401(a)(17), applies
                to the Compensation of a Non-Highly Compensated Employee.
                However, solely for purposes of determining the Compensation
                subject to a Participant's deferral election, the Employer may
                use an alternative definition to the one described in the
                preceding sentence, provided such alternative definition is a
                reasonable definition within the meaning of Regulation
                1.414(s)-1(d)(2) and permits each Participant to elect
                sufficient Elective Deferrals to receive the maximum amount of
                "Matching Contributions" (determined using the definition of
                Compensation described in the preceding sentence) available to
                the Participant under the Plan.

                (6)     "Eligible Participant" means a Participant who is
                eligible to make Elective Deferrals under the Plan for any part
                of the Plan Year (or who would be eligible to make Elective
                Deferrals but for a suspension due to a hardship distribution
                described in Section 12.9 or to statutory limitations, such as
                Code Sections 402(g) and 415) and who is not excluded as an
                "Eligible Participant" under the 401(k) Safe Harbor elections in
                the Adoption Agreement.

                (7)     "Matching Contributions" means contributions made by the
                Employer on account of an "Eligible Participant's" Elective
                Deferrals.

                (c)     The provisions of this subsection apply for purposes of
        satisfying the "ADP Test Safe Harbor."

                (1)     The "ADP Test Safe Harbor Contribution" is the
                contribution elected by the Employer in the Adoption Agreement
                to be used to satisfy the "ADP Test Safe Harbor." However, if no
                contribution is elected in the Adoption Agreement, the Employer
                will contribute to the Plan for the Plan Year a "Basic Matching
                Contribution" on behalf of each "Eligible Employee." The "Basic
                Matching Contribution" is equal to (i) one-hundred percent
                (100%) of the amount of an "Eligible Participant's" Elective
                Deferrals that do not exceed three percent (3%) of the
                Participant's "Compensation" for the Plan Year, plus (ii) fifty
                percent (50%) of the amount of the Participant's Elective
                Deferrals that exceed three percent (3%) of the Participant's
                "Compensation" but do not exceed five percent (5%) of the
                Participant's "Compensation."


                                       71
<PAGE>

                (2)     Except as provided in subsection (e) below, for purposes
                of the Plan, a Basic Matching Contribution or an Enhanced
                Matching Contribution will be treated as a Qualified Matching
                Contribution and a Nonelective Safe Harbor Contribution will be
                treated as a Qualified Non-Elective Contribution. Accordingly,
                the "ADP Test Safe Harbor Contribution" will be fully Vested and
                subject to the distribution restrictions set forth in Section
                12.2(c) (i.e., may generally not be distributed earlier than
                separation from service, death, disability, an event described
                in Section 401(k)(1), or, in case of a profit sharing plan, the
                attainment of age 59 1/2.). In addition, such contributions must
                satisfy the "ADP Test Safe Harbor" without regard to permitted
                disparity under Code Section 401(l).

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

                (4)     In addition to any other election periods provided under
                the Plan, each "Eligible Participant" may make or modify a
                deferral election during the thirty (30) day period immediately
                following receipt of the notice described in subsection (3)
                above. Furthermore, if the "ADP Test Safe Harbor" is a "Matching
                Contribution" each "Eligible Employee" must be permitted to
                elect sufficient Elective Deferrals to receive the maximum
                amount of "Matching Contributions" available to the Participant
                under the Plan.

                (d)     The provisions of this subsection apply if the Employer
        has elected to satisfy the "ACP Test Safe Harbor."

                (1)     In addition to the "ADP Test Safe Harbor Contributions,"
                the Employer will make any "Matching Contributions" in
                accordance with elections made in the Adoption Agreement. Such
                additional "Matching Contributions" will be considered "ACP Test
                Safe Harbor Matching Contributions."

                (2)     Notwithstanding any election in the Adoption Agreement
                to the contrary, an "Eligible Participant's" Elective Deferrals
                in excess of six percent (6%) of "Compensation" may not be taken
                into account in applying "ACP Test Safe Harbor Matching
                Contributions." In addition, effective with respect to Plan
                Years beginning after December 31, 1999, any portion of an "ACP
                Test Safe Harbor Matching Contribution" attributable to a
                discretionary "Matching Contribution" may not exceed four
                percent (4%) of an "Eligible Participant's" "Compensation."

                (e)     The Plan is required to satisfy the ACP test of Code
        Section 401(m)(2), using the current year testing method, if the Plan
        permits after-tax voluntary Employee contributions or if matching
        contributions that do not satisfy the "ACP Test Safe Harbor" may be made
        to the Plan. In such event, only "ADP Test Safe Harbor Contributions" or
        "ACP Test Safe Harbor Contributions" that exceed the amount needed to
        satisfy the "ADP Test Harbor" or "ACP Test Safe Harbor" (if the Employer
        has elected to use the "ACP Test Safe Harbor") may be treated as
        Qualified Nonelective Contributions or Qualified Matching Contributions
        in applying the ACP test. In addition, in applying the ACP test,
        elective contributions may not treated as matching contributions under
        Code Section 401(m)(3). Furthermore, in applying the ACP test, the
        Employer may elect to disregard with respect to all "Eligible
        Participants" (1) all "Matching Contributions" if the only "Matching
        Contributions" made to the Plan satisfy the "ADP Test Safe Harbor
        Contribution" (the "Basic Matching Contribution" or the "Enhanced
        Matching Contribution") and (2) if the "ACP Test Safe Harbor" is
        satisfied, "Matching Contributions" that do not exceed four percent (4%)
        of each Participant's "Compensation."

12.9    ADVANCE DISTRIBUTION FOR HARDSHIP

                (a)     The Administrator, at the election of a Participant,
        shall direct the Trustee to distribute to the Participant in any one
        Plan Year up to the lesser of (1) 100% of the accounts as elected in the
        Adoption Agreement valued as of the last Valuation Date or (2) 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
        account from which the distribution is made shall be reduced
        accordingly. Withdrawal under this Section shall be authorized only if
        the distribution is for one of the following or any other item permitted
        under Regulation 1.401(k)-1(d)(2)(iv):

                (1)     Medical expenses described in Code Section 213(d)
                incurred by the Participant, the Participant's spouse, or any of
                the Participant's dependents (as defined in Code Section 152) or
                necessary for these persons to obtain medical care as described
                in Code Section 213(d);


                                       72
<PAGE>

                (2)     Costs directly related to the purchase (excluding
                mortgage payments) of a principal residence for the Participant;

                (3)     Payment of tuition and related educational fees, and
                room and board expenses, for the next twelve (12) months of
                post-secondary education for the Participant, the Participant's
                spouse, children, or dependents (as defined in Code Section
                152); or

                (4)     Payments necessary to prevent the eviction of the
                Participant from the Participant's principal residence or
                foreclosure on the mortgage on that 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 of the Participant (including
                any amounts necessary to pay any federal, state, or local taxes
                or penalties reasonably anticipated to result from the
                distribution);

                (2)     The Participant has obtained all distributions, other
                than hardship distributions, and all nontaxable loans currently
                available under all plans maintained by the Employer (to the
                extent the loan would not increase the hardship);

                (3)     The Plan, and all other plans maintained by the
                Employer, provide that the Participant's elective deferrals and
                nondeductible voluntary Employee contributions will be suspended
                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, distributions from the
        Participant's Elective Deferral Account, Qualified Matching Contribution
        Account and Qualified Non-Elective Account pursuant to this Section
        shall be limited solely to the Participant's Elective Deferrals and any
        income attributable thereto credited to the Participant's Elective
        Deferral Account as of December 31, 1988. Furthermore, if a hardship
        distribution is permitted from more than one account type, the
        Administrator may determine any ordering of a Participant's hardship
        distribution from such accounts.

                (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 411(a)(11) and 417 and the Regulations
        thereunder.

                                  ARTICLE XIII
                            SIMPLE 401(K) PROVISIONS

13.1    SIMPLE 401(K) PROVISIONS

                (a)     If elected in the Adoption Agreement, this Plan is
        intended to be a SIMPLE 401(k) plan which satisfies the requirements of
        Code Sections 401(k)(11) and 401(m)(10).

                (b)     The provisions of this Article apply for a "year" only
        if the following conditions are met:

                (1)     The Employer adopting this Plan is an "eligible
                employer." An "eligible employer" means, with respect to any
                "year," an Employer that had no more than 100 Employees who
                received at least $5,000 of "compensation" from the Employer for
                the preceding "year." In applying the preceding sentence, all
                employees of an Affiliated Employer are taken into account.

                An "eligible employer" that has elected to use the SIMPLE 401(k)
                provisions but fails to be an "eligible employer" for any
                subsequent "year," is treated as an "eligible employer" for the
                two (2) "years" following the last "year" the Employer was an
                "eligible employer." If the failure is due to any acquisition,
                disposition, or similar transaction involving an "eligible
                employer," the preceding sentence applies only if the provisions
                of Code Section 410(b)(6)(C)(i) are satisfied.

                (2)     No contributions are made, or benefits accrued for
                services during the "year," on behalf of any "eligible employee"
                under any other plan, contract, pension, or trust described in
                Code Section 219(g)(5)(A) or (B), maintained by the Employer.


                                       73
<PAGE>

                (c)     To the extent that any other provision of the Plan is
        inconsistent with the provisions of this Article, the provisions of this
        Article govern.

13.2    DEFINITIONS

                (a)     "Compensation" means, for purposes of this Article, the
        sum of the wages, tips, and other compensation from the Employer subject
        to federal income tax withholding (as described in Code Section
        6051(a)(3)) and the Employee's salary reduction contributions made under
        this or any other 401(k) plan, and, if applicable, elective deferrals
        under a Code Section 408(p) SIMPLE plan, a SARSEP, or a Code Section
        403(b) annuity contract and compensation deferred under a Code Section
        457 plan, required to be reported by the Employer on Form W-2 (as
        described in Code Section 6051(a)(8)). For self-employed individuals,
        "compensation" means net earnings from self-employment determined under
        Code Section 1402(a) prior to subtracting any contributions made under
        this Plan on behalf of the individual. The provisions of the plan
        implementing the limit on Compensation under Code Section 401(a)(17)
        apply to the "compensation" under this Article.

                (b)     "Eligible employee" means, for purposes of this Article,
        any Participant who is entitled to make elective deferrals described in
        Code Section 402(g) under the terms of the Plan.

                (c)     "Year" means the calendar year.

13.3    CONTRIBUTIONS

                (a)     Salary Reduction Contributions

                (1)     Each "eligible employee" may make a salary reduction
                election to have "compensation" reduced for the "year" in any
                amount selected by the Employee subject to the limitation in
                subsection (c) below. The Employer will make a salary reduction
                contribution to the Plan, as an Elective Deferral, in the amount
                by which the Employee's "compensation" has been reduced.

                (2)     The total salary reduction contribution for the "year"
                cannot exceed $6,000 for any Employee. To the extent permitted
                by law, this amount will be adjusted to reflect any annual
                cost-of-living increases announced by the IRS.

                (b)     Other Contributions

                (1)     Matching Contributions. Unless (2) below is elected,
                each "year" the Employer will make a matching contribution to
                the Plan on behalf of each Employee who makes a salary reduction
                election under Section 13.3(a). The amount of the matching
                contribution will be equal to the Employee's salary reduction
                contribution up to a limit of three percent (3%) of the
                Employee's "compensation" for the full "year."

                (2)     Nonelective Contributions. For any "year," instead of a
                matching contribution, the Employer may elect to contribute a
                nonelective contribution of two percent (2%) of "compensation"
                for the "year" for each "eligible employee" who received at
                least $5,000 of "compensation" from the Employer for the "year."

                (c)     Limitation on Other Contributions

                No Employer or Employee contributions may be made to this Plan
                for the "year" other than salary reduction contributions
                described in Section 13.3(a), matching or nonelective
                contributions described in Section 13.3(b) and rollover
                contributions described in Regulation Section 1.402(c)-2,
                Q&A-1(a). Furthermore, the provisions of Section 4.4 which
                implement the limitations of Code Section 415 apply to
                contributions made pursuant to this Section.

13.4    ELECTION AND NOTICE REQUIREMENTS

                (a)     Election Period

                (1)     In addition to any other election periods provided under
                the Plan, each "eligible employee" may make or modify a salary
                reduction election during the 60-day period immediately
                preceding each January 1st.

                (2)     For the "year" an Employee becomes eligible to make
                salary reduction contributions under this Article, the 60-day
                election period requirement of subsection (a)(1) is deemed
                satisfied if the Employee may make or modify a salary reduction
                election during a 60-day period that includes either the date
                the Employee becomes eligible or the day before.


                                       74
<PAGE>

                (3)     Each "eligible employee" may terminate a salary
                reduction election at any time during the "year."

                (b)     Notice Requirements

                (1)     The Employer will notify each "eligible employee" prior
                to the 60-day election period described in Section 13.4(a) that
                a salary reduction election or a modification to a prior
                election may be made during that period.

                (2)     The notification described in (1) above will indicate
                whether the Employer will provide a matching contribution
                described in Section 13.3(b)(1) or a two percent (2%)
                nonelective contribution described in section 13.3(b)(2).

13.5    VESTING REQUIREMENTS

                All benefits attributable to contributions made pursuant to this
Article are nonforfeitable at all times, and all previous contributions made
under the Plan are nonforfeitable as of the beginning of the Plan Year that the
401(k) SIMPLE provisions apply.

13.6    TOP-HEAVY RULES

                The Plan is not treated as a top heavy plan under Code Section
416 for any year for which the provisions of this Article are effective and
satisfied.

13.7    NONDISCRIMINATION TESTS

                The Plan is treated as meeting the requirements of Code Sections
401(k)(3)(A)(ii) and 401(m)(2) for any "year" for which the provisions of this
Article are effective and satisfied. Accordingly, Sections 12.4, 12.5, 12.6 and
12.7 shall not apply to the Plan.


                                       75