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                                                                    EXHIBIT 99.1

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

                                  MERRILL LYNCH

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

                                SPECIAL/FLEXIBLE

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

                                    PROTOTYPE
                       DEFINED CONTRIBUTION PLAN AND TRUST

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

                Base Plan Document #03 used in conjunction with:

                   Standardized Profit Sharing Plan with CODA
                         Letter Serial Number: K273963a
                      National Office Letter Date: 6/4/2002

                    Standardized Money Purchase Pension Plan
                         Letter Serial Number: K273964a
                      National Office Letter Date: 6/4/2002

                        Standardized Profit Sharing Plan
                         Letter Serial Number: K273965a
                      National Office Letter Date: 6/4/2002

                 Non-standardized Profit Sharing Plan with CODA
                         Letter Serial Number: K373962a
                      National Office Letter Date: 6/4/2002

                  Non-standardized Money Purchase Pension Plan
                         Letter Serial Number: K373961a
                      National Office Letter Date: 6/4/2002

                      Non-standardized Profit Sharing Plan
                         Letter Serial Number: K373960a
                      National Office Letter Date: 6/4/2002

                      Non-standardized Target Benefit Plan
                         Letter Serial Number: K373959a
                      National Office Letter Date: 6/4/2002

THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS WITH
LEGAL AND TAX IMPLICATIONS. MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED
DOES NOT PROVIDE LEGAL AND TAX ADVICE TO THE EMPLOYER. THE EMPLOYER IS URGED TO
CONSULT WITH ITS OWN ATTORNEY WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS
SUITABILITY TO ITS CIRCUMSTANCES.

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                                TABLE OF CONTENTS

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ARTICLE                                                                                               PAGE
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<S>                                                                                                   <C>
ARTICLE I DEFINITIONS.............................................................................      1

         1.1      Account:........................................................................      1

         1.2      Account Balance:................................................................      1

         1.3      ACP Test:.......................................................................      1

         1.4      Actual Contribution Percentage:.................................................      1

         1.5      Actual Deferral Percentage:.....................................................      1

         1.6      Adjustment Factor:..............................................................      1

         1.7      Adoption Agreement:.............................................................      1

         1.8      ADP Test:.......................................................................      1

         1.9      Affiliate:......................................................................      2

         1.10     Aggregate Limit:................................................................      2

         1.11     Annuity Contract:...............................................................      2

         1.12     Average Contribution Percentage or ACP:.........................................      2

         1.13     Average Deferral Percentage or ADP:.............................................      2

         1.14     Beneficiary:....................................................................      2

         1.15     Benefit Commencement Date:......................................................      2

         1.16     Benefiting:.....................................................................      3

         1.17     Break in Service:...............................................................      3

         1.18     CODA:...........................................................................      3

         1.19     CODA Compensation:..............................................................      3

         1.20     Code:...........................................................................      4

         1.21     Compensation:...................................................................      4

         1.22     Computation Period:.............................................................      4

         1.23     Defined Benefit Plan:...........................................................      5

         1.24     Defined Contribution Plan:......................................................      5

         1.25     Disability:.....................................................................      5

         1.26     Distributee:....................................................................      5

         1.27     Early Retirement:...............................................................      5

         1.28     Early Retirement Date:..........................................................      5

         1.29     Earned Income:..................................................................      5

         1.30     Election Period:................................................................      6

         1.31     Elective Contributions:.........................................................      6

         1.32     Eligible Employees:.............................................................      6
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<S>                                                                                                    <C>
         1.33     Eligible Retirement Plan:.......................................................      6

         1.34     Eligible Rollover Distribution:.................................................      6

         1.35     Employee:.......................................................................      7

         1.36     Employee After-Tax Contribution:................................................      7

         1.37     Employee After-Tax Election:....................................................      7

         1.38     Employer:.......................................................................      7

         1.39     Employer Account:...............................................................      7

         1.40     Employer Derived Account Balance:...............................................      7

         1.41     Employment:.....................................................................      8

         1.42     Entry Date:.....................................................................      8

         1.43     ERISA:..........................................................................      8

         1.44     Excess Aggregate Contributions:.................................................      8

         1.45     Excess Contributions:...........................................................      8

         1.46     Excess Pre-Tax Contributions:...................................................      8

         1.47     Fully Vested Separation:........................................................      8

         1.48     Group Trust:....................................................................      8

         1.49     Highly Compensated Employee:....................................................      8

         1.50     Hour of Service:................................................................      9

         1.51     Immediately Distributable:......................................................     10

         1.52     Integration Level:..............................................................     10

         1.53     Investment Committee:...........................................................     10

         1.54     Investment Manager:.............................................................     10

         1.55     IRS:............................................................................     10

         1.56     Key Employee:...................................................................     10

         1.57     Leased Employee:................................................................     11

         1.58     Life Annuity:...................................................................     11

         1.59     Limitation Compensation:........................................................     11

         1.60     Limitation Year:................................................................     11

         1.61     Master or Prototype Plan:.......................................................     11

         1.62     Matching Contribution:..........................................................     12

         1.63     Net Profits:....................................................................     12

         1.64     Nonhighly Compensated Employee:.................................................     12

         1.65     Nonvested Separation:...........................................................     12

         1.66     Normal Retirement Age:..........................................................     12

         1.67     Original Plan Effective Date:...................................................     12

         1.68     Owner-Employee:.................................................................     12

         1.69     Paired Plans:...................................................................     12
</TABLE>

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<S>                                                                                                    <C>
         1.70     Partially Vested Separation:....................................................     12

         1.71     Participant:....................................................................     13

         1.72     Participant-Directed Assets:....................................................     13

         1.73     Period of Severance:............................................................     13

         1.74     Plan:...........................................................................     13

         1.75     Plan Administrator:.............................................................     13

         1.76     Plan Year:......................................................................     13

         1.77     Predecessor Employer:...........................................................     13

         1.78     Predecessor Employer Service:...................................................     13

         1.79     Pre-Tax Contributions:..........................................................     13

         1.80     Pre-Tax Election:...............................................................     14

         1.81     Prevailing Wage Contribution:...................................................     14

         1.82     Primary Employer:...............................................................     14

         1.83     Prototype Plan:.................................................................     14

         1.84     Qualified Joint and Survivor Annuity:...........................................     14

         1.85     Qualified Matching Contributions:...............................................     14

         1.86     Qualified Nonelective Contributions:............................................     14

         1.87     Qualified Plan:.................................................................     15

         1.88     Qualifying Employer Securities:.................................................     15

         1.89     Qualified Voluntary Employee Contributions (QVECs):.............................     15

         1.90     Restatement Effective Date:.....................................................     15

         1.91     Rollover Contribution:..........................................................     15

         1.92     Secretary:......................................................................     15

         1.93     Self-Employed Individual:.......................................................     15

         1.94     Social Security Retirement Age:.................................................     15

         1.95     Sponsor:........................................................................     15

         1.96     Spouse:.........................................................................     16

         1.97     Surviving Spouse:...............................................................     16

         1.98     Taxable Wage Base:..............................................................     16

         1.99     Temporary Employee:.............................................................     16

         1.100    Trust:..........................................................................     16

         1.101    Trust Fund:.....................................................................     16

         1.102    Trustee:........................................................................     16

         1.103    USERRA:.........................................................................     17

         1.104    Valuation Date:.................................................................     17

         1.105    Vesting Service:................................................................     17

         1.106    Years of Service:...............................................................     17
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<S>                                                                                                    <C>
ARTICLE II PARTICIPATION..........................................................................     18

         2.1      Admission as a Participant:.....................................................     18

                  2.1.1    General Rules:.........................................................     18

                  2.1.2    Changes in Employment Status:..........................................     18

                  2.1.3    Pre-Tax and After-Tax Elections:.......................................     18

                  2.1.4    Amendment to Age and Service Requirements:.............................     19

                  2.1.5    Amendment to Entry Date:...............................................     19

         2.2      Rollover Membership:............................................................     19

         2.3      Crediting of Service for Eligibility Purposes - Breaks in  Service:.............     19

                  2.3.1    Non-Vested Employees' Pre-Break Service:...............................     19

                  2.3.2    Vested Participants Retain Service:....................................     20

         2.4      Termination of Participation:...................................................     20

         2.5      Corrections with Regard to Participation:.......................................     20

                  2.5.1    Omission of Participant:...............................................     20

                  2.5.2    Erroneous Inclusion in Plan:...........................................     20

                  2.5.3    EPCRS Correction:......................................................     20

                  2.5.4    Employer and Plan Administrator Responsible for Correction:............     20

         2.6      Provision of Information:.......................................................     20

         2.7      Waiver of Pre-Tax Participation:................................................     21

         2.8      Waiver of Matching Contributions and Employee After-Tax Contributions:..........     21

         2.9      Waiver of Other Contributions:..................................................     21

         2.10     USERRA - Crediting Service:.....................................................     21

ARTICLE III CONTRIBUTIONS AND ACCOUNT ALLOCATIONS.................................................     22

         3.1      Employer Contributions and Allocations:.........................................     22

                  3.1.1    Profit Sharing Contributions:..........................................     22

                  3.1.2    Money Purchase Contributions:..........................................     22

                  3.1.3    Target Benefit Contributions:..........................................     22

                  3.1.4    Contributions on Behalf of Disabled Participants:......................     22

                  3.1.5    Permitted Disparity:...................................................     22

                  3.1.6    Contributions Provided by Leasing Organization:........................     23

                  3.1.7    Short Plan Years:......................................................     23

                  3.1.8    Plan Year to Which Contributions are Deemed to be Made:................     23

                  3.1.9    Collectively Bargained Employees.......................................     23

         3.2      Employee After-Tax Contributions:...............................................     23

         3.3      Rollover Contributions:.........................................................     24

         3.4      Section 401(k) Contributions and Account Allocations:...........................     24

                  3.4.1    Pre-Tax Contributions:.................................................     24

                  3.4.2    Limitation on Pre-Tax Contributions:...................................     25
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<S>                                                                                                    <C>
         3.5      Matching Contributions:.........................................................     29

         3.6      Limitation on Contribution Percentage:..........................................     29

         3.7      Treatment of Forfeitures:.......................................................     33

         3.8      Establishing of Accounts:.......................................................     34

                  3.8.1    Pre-Tax Contributions Account:.........................................     34

                  3.8.2    Profit Sharing, Money Purchase, or Target Benefit Contributions
                           Account:...............................................................     34

                  3.8.3    Employee After-Tax Contributions Account:..............................     34

                  3.8.4    Matching Contributions Account:........................................     34

                  3.8.5    Qualified Matching Contributions Account:..............................     34

                  3.8.6    Qualified Nonelective Contributions:...................................     34

                  3.8.7    Rollover Contributions Account:........................................     34

                  3.8.8    QVEC Account:..........................................................     34

                  3.8.9    Prevailing Wage Account:...............................................     34

                  3.8.10   Safe Harbor Matching Contributions Account:............................     35

                  3.8.11   Safe Harbor Nonelective Contributions Account:.........................     35

                  3.8.12   Miscellaneous Account:.................................................     35

         3.9      Limitation on Amount of Allocations:............................................     35

                  3.9.1    Definitions:...........................................................     35

                  3.9.2    Annual Additions Limit:................................................     38

                  3.9.3    Participation in More Than One Plan:...................................     40

                  3.9.4    Participation in Non-Prototype Plans:..................................     41

                  3.9.5    Defined Benefit Plan Participation - Pre-2000 Years:...................     41

                  3.9.6    Super Top-Heavy - Pre-2000 Years:......................................     41

         3.10     Return of Employer Contributions Under Special Circumstances:...................     41

                  3.10.1   Contributions Are Conditional:.........................................     41

                  3.10.2   Return of Contributions:...............................................     41

         3.11     QVECs:..........................................................................     42

         3.12     Qualified Nonelective Contributions:............................................     42

         3.13     Qualified Matching Contributions:...............................................     42

         3.14     Contribution and Allocation of Qualified Nonelective Contributions and
                  Qualified Matching Contributions:...............................................     42

         3.15     Prevailing Wage Contribution:...................................................     42

         3.16     Safe Harbor Method CODA:........................................................     43

                  3.16.1   Rule of Application:...................................................     43

                  3.16.2   Governing Provisions:..................................................     43

                  3.16.3   Definitions:...........................................................     43
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<S>                                                                                                    <C>
                  3.16.4   ADP Test Safe Harbor:..................................................     43

                  3.16.5   ACP Test Safe Harbor:..................................................     44

                  3.16.6   Contributions Fully Vested:............................................     45

         3.17     USERRA:.........................................................................     45

         3.18     Electronic Media:...............................................................     46

ARTICLE IV VESTING................................................................................     46

         4.1      Determination of Vesting:.......................................................     46

                  4.1.1    Vested Accounts:.......................................................     46

                  4.1.2    Full Vesting Events:...................................................     46

                  4.1.3    Other Vesting Events:..................................................     46

                  4.1.4    Forfeitures:...........................................................     47

         4.2      Rules for Crediting Vesting Service:............................................     47

                  4.2.1    General Rule:..........................................................     47

                  4.2.2    Breaks in Service:.....................................................     47

         4.3      Employer Accounts Forfeitures:..................................................     47

                  4.3.1    Nonvested Separation...................................................     47

                  4.3.2    Partially Vested Separation:...........................................     47

                  4.3.3    Vesting After Partial Distribution:....................................     47

                  4.3.4    Application of Forfeitures:............................................     48

                  4.3.5    Withdrawal Does Not Cause Forfeiture:..................................     48

         4.4      Top-Heavy Provisions:...........................................................     48

                  4.4.1    Terms:.................................................................     48

                  4.4.2    Top-Heavy Vesting Schedule:............................................     50

                  4.4.3    Minimum Allocation:....................................................     50

                  4.4.4    Maximum Benefit - Pre-2000:............................................     51

ARTICLE V AMOUNT AND DISTRIBUTION OF BENEFITS, WITHDRAWALS AND LOANS..............................     51

         5.1      Distribution:...................................................................     51

                  5.1.1    Benefit Commencement Date:.............................................     51

                  5.1.2    Pre-Tax, Qualified Nonelective, Qualified Matching, Safe Harbor
                           Nonelective and Safe Harbor Matching Contributions:....................     51

         5.2      Amount of Benefits Upon a Fully Vested Separation:..............................     52

         5.3      Amount of Benefits Upon a Partially Vested Separation:..........................     52

         5.4      Amount of Benefits Upon a Nonvested Separation:.................................     52

         5.5      Amount of Benefits Upon a Separation Due to Disability:.........................     52

         5.6      Distribution and Restoration:...................................................     53

                  5.6.1    Cash-Out of Small Amounts:.............................................     53

                  5.6.2    Forfeiture of Nonvested Account Upon Distribution:.....................     53
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<S>                                                                                                    <C>
                  5.6.3    Restoration of Forfeited Amounts:......................................     53

                  5.6.4    Consent Requirements:..................................................     53

                  5.6.5    Timing of Notice and Consent:..........................................     54

         5.7      Withdrawals During Employment:..................................................     54

                  5.7.1    Age 59-1/2 Withdrawal:.................................................     54

                  5.7.2    Age 70-1/2 Withdrawal:.................................................     55

                  5.7.3    Rollover Contribution and Employee After-Tax Contribution Withdrawal:..     55

                  5.7.4    Rules and Procedures:..................................................     55

                  5.7.5    Forfeitures:...........................................................     55

                  5.7.6    Spousal Consent:.......................................................     55

                  5.7.7    Transfers From Money Purchase Plan to Profit Sharing Plan:.............     55

         5.8      Loans:..........................................................................     55

                  5.8.1    Participant Loans:.....................................................     55

                  5.8.2    Conditions for Loans:..................................................     56

                  5.8.3    Account Adjustments:...................................................     56

                  5.8.4    General Rules:.........................................................     57

                  5.8.5    Suspension of Loan Repayments:.........................................     57

         5.9      Hardship Distributions:.........................................................     57

                  5.9.1    General Rules:.........................................................     57

                  5.9.2    Conditions for Hardship Distribution:..................................     57

                  5.9.3    Immediate and Heavy Financial Need:....................................     58

                  5.9.4    Exception to General Rules:............................................     58

         5.10     Limitation on Commencement of Benefits:.........................................     58

         5.11     Distribution Requirements:......................................................     59

                  5.11.1   Participant Distributions:.............................................     59

                  5.11.2   Code Section 401(a)(9) Compliance:.....................................     61

                  5.11.3   Limits on Distribution Periods:........................................     61

                  5.11.4   Determination of Amount to be  Distributed Each Year...................     61

                  5.11.5   Transitional Rule:  Section 242 Election:..............................     62

         5.12     Electronic Media:...............................................................     63

ARTICLE VI FORMS OF PAYMENT OF RETIREMENT BENEFITS................................................     63

         6.1      Methods of Distribution:........................................................     63

                  6.1.1    Plans Subject to Annuity Requirements - Normal Form of Benefit:........     63

                  6.1.2    Non-QJSA Profit Sharing Plans - Lump Sum Normal Form of Benefit:.......     63

         6.2      Election of Optional Forms:.....................................................     64

                  6.2.1    Post-Age 35 Waiver:....................................................     64

                  6.2.2    QJSA Explanation:......................................................     64
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<S>                                                                                                    <C>
                  6.2.3    Election Revocation:...................................................     65

                  6.2.4    Spousal Consent to QJSA Waiver:........................................     65

                  6.2.5    Death Before Benefits Commence:........................................     66

         6.3      Change in Form of Benefit Payments:.............................................     66

         6.4      Direct Rollovers:...............................................................     66

         6.5      Electronic Media:...............................................................     66

ARTICLE VII DEATH BENEFITS........................................................................     66

         7.1      Payment of Account Balances:....................................................     66

                  7.1.1    Payment to Beneficiary:................................................     66

                  7.1.2    Form of Benefit:.......................................................     66

                  7.1.3    Cash Out:..............................................................     67

         7.2      Beneficiaries:..................................................................     67

                  7.2.1    Written Explanation of Benefit:........................................     67

                  7.2.2    Beneficiary Designation:...............................................     67

                  7.2.3    Manner of Designation:.................................................     67

                  7.2.4    Beneficiary of Married Participants - Designation of Non-Spouse
                           Beneficiary:...........................................................     68

                  7.2.5    Required Distributions:................................................     68

         7.3      Multiple Beneficiaries:.........................................................     70

         7.4      Qualified Disclaimers:..........................................................     70

         7.5      Electronic Media:...............................................................     70

ARTICLE VIII FIDUCIARIES..........................................................................     71

         8.1      Named Fiduciaries:..............................................................     71

                  8.1.1    Plan Administrator:....................................................     71

                  8.1.2    Named Fiduciaries:.....................................................     71

                  8.1.3    Investment Authority:..................................................     71

         8.2      Employment of Advisers:.........................................................     71

         8.3      Multiple Fiduciary Capacities:..................................................     72

         8.4      Indemnification:................................................................     72

         8.5      Payment of Expenses:............................................................     72

                  8.5.1    Plan Expenses:.........................................................     72

                  8.5.2    Transactional Costs:...................................................     72

                  8.5.3    Taxes:.................................................................     72

                  8.5.4    Permitted Payments:....................................................     72

ARTICLE IX PLAN ADMINISTRATION....................................................................     73

         9.1      The Plan Administrator:.........................................................     73

                  9.1.1    Appointment of Plan Administration:....................................     73

                  9.1.2    Voting Authority:......................................................     73

                  9.1.3    Other Authority:.......................................................     73
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<S>                                                                                                    <C>
         9.2      Powers and Duties of the Plan Administrator:....................................     73

                  9.2.1    Interpretation of Plan Document:.......................................     73

                  9.2.2    Administrative Powers:.................................................     73

                  9.2.3    Elections:.............................................................     73

                  9.2.4    Miscellaneous:.........................................................     74

         9.3      Delegation of Responsibility:...................................................     74

         9.4      Administrative Error:...........................................................     74

ARTICLE X TRUSTEE AND INVESTMENT COMMITTEE........................................................     74

         10.1     Appointment of Trustee and Investment Committee:................................     74

                  10.1.1   Appointment:...........................................................     74

                  10.1.2   Status of Trustee:.....................................................     74

                  10.1.3   Action of Trustee:.....................................................     74

         10.2     The Trust Fund..................................................................     75

                  10.2.1   Contributions to Trust Fund:...........................................     75

                  10.2.2   Assets of Trust Fund:..................................................     75

         10.3     Relationship with Plan Administrator:...........................................     75

                  10.3.1   Trustee Not Responsible for Payments from the Trust Fund:..............     75

                  10.3.2   Communication of Plan Administrator Directions:........................     75

                  10.3.3   Disputes Concerning Payments:..........................................     76

         10.4     Investment of Assets:...........................................................     76

                  10.4.1   Permissible Investments:...............................................     76

                  10.4.2   Investment Limitations:................................................     76

                  10.4.3   Investments in Qualifying Employer Securities or Qualifying Employer
                           Real Property:.........................................................     76

                  10.4.4   Prototype Plan:........................................................     77

         10.5     Investment Direction, Participant-Directed Assets and Qualifying Employer
                  Investments:....................................................................     77

                  10.5.1   Management of Investments:.............................................     77

                  10.5.2   Participant Directed Assets:...........................................     77

                  10.5.3   Administration of Participant Directed Assets:.........................     77

                  10.5.4   Investment of Funds Pending Investment Direction:......................     77

                  10.5.5   Communication of Investment Direction:.................................     78

                  10.5.6   Voting and Other Rights Other than for Qualifying Employer Securities:.     78

                  10.5.7   Voting Qualifying Employer Securities:.................................     78

                  10.5.8   Tender or Exchange of Qualifying Employer Securities:..................     78

                  10.5.9   Failure to Vote or Tender With Respect to Trust Fund Assets:...........     78
</TABLE>

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<S>                                                                                                    <C>
                  10.5.10  Proxy Materials:.......................................................     79

                  10.5.11  Common or Collective Trust Fund:.......................................     79

         10.6     Valuation of Accounts:..........................................................     79

                  10.6.1   Valuation Date:........................................................     79

                  10.6.2   Valuation Date of Distribution:........................................     79

                  10.6.3   Valuation of Assets:...................................................     79

                  10.6.4   Loans:.................................................................     80

         10.7     Insurance Contracts:............................................................     80

                  10.7.1   Authority to Appoint Insurance Company:................................     80

                  10.7.2   Payment of Insurance Premiums:.........................................     80

                  10.7.3   Owner of Insurance Contract:...........................................     80

                  10.7.4   Dividends Earned on Insurance:.........................................     80

                  10.7.5   Reduced Death Benefit:.................................................     81

                  10.7.6   Cash Surrender Value:..................................................     81

                  10.7.7   Maximum Premium Requirements:..........................................     81

                  10.7.8   Origination of Premium Payments:.......................................     81

                  10.7.9   Distribution of Life Insurance Contracts:..............................     81

                  10.7.10  Conflict Between Plan and Insurance Contract:..........................     82

         10.8     The Investment Manager:.........................................................     82

                  10.8.1   Appointment:...........................................................     82

                  10.8.2   Qualifications of Investment Manager:..................................     82

                  10.8.3   Investment Manager as Fiduciary:.......................................     82

                  10.8.4   Identification of Amounts for Investment Manager:......................     82

                  10.8.5   Second Trust Fund:.....................................................     83

         10.9     Powers of Trustee:..............................................................     83

                  10.9.1   Trustee's Power:.......................................................     83

                  10.9.2   Additional Powers:.....................................................     84

                  10.9.3   Limitations on Trustee's Authority:....................................     84

         10.10    Accounting and Records:.........................................................     84

                  10.10.1  Maintenance of Records and Accounts:...................................     84

                  10.10.2  Written Accounting:....................................................     85

         10.11    Judicial Settlement of Accounts:................................................     85

         10.12    Resignation and Removal of Trustee:.............................................     85

                  10.12.1  Resignation of Trustee:................................................     85

                  10.12.2  Removal of Trustee:....................................................     85

                  10.12.3  Successor Trustee:.....................................................     85

                  10.12.4  Settlement of Accounts:................................................     85
</TABLE>

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<S>                                                                                                    <C>
                  10.12.5  Transfer of Assets:....................................................     86

                  10.12.6  Rights and Privileges:.................................................     86

         10.13    Group Trust:....................................................................     86

                  10.13.1  Trustee of Group Trust:................................................     86

                  10.13.2  Maintenance of Accounting Records:.....................................     86

ARTICLE XI PLAN AMENDMENT OR TERMINATION..........................................................     86

         11.1     Plan Amendment:.................................................................     86

                  11.1.1   Authority to Amend:....................................................     86

                  11.1.2   Recognition as Prototype Plan:.........................................     87

                  11.1.3   Limitations of Amendments:.............................................     87

                  11.1.4   Vesting Schedule Amendment:............................................     87

         11.2     Right of the Employer to Terminate Plan:........................................     88

                  11.2.1   Authority to Terminate:................................................     88

                  11.2.2   Additional Power to Terminate:.........................................     88

                  11.2.3   Miscellaneous:.........................................................     88

         11.3     Effect of Partial or Complete Termination or Complete Discontinuance of
                  Contributions:..................................................................     88

                  11.3.1   Determination of Date of Complete or Partial Termination:..............     88

                  11.3.2   Effect of Termination:.................................................     88

                  11.3.3   Distribution of Accounts:..............................................     89

         11.4     Bankruptcy:.....................................................................     89

ARTICLE XII MISCELLANEOUS PROVISIONS..............................................................     90

         12.1     Exclusive Benefit of Participants:..............................................     90

         12.2     Plan Not a Contract of Employment:..............................................     90

         12.3     Action by Employer:.............................................................     90

         12.4     Source of Benefits:.............................................................     90

         12.5     Benefits Not Assignable:........................................................     90

         12.6     Domestic Relations Orders:......................................................     90

         12.7     Claims Procedure:...............................................................     91

         12.8     Records and Documents:..........................................................     91

         12.9     Errors:.........................................................................     91

         12.10    Benefits Payable to Minors, Incompetents and Others:............................     91

         12.11    Plan Merger or Transfer of Assets:..............................................     91

                  12.11.1  Continuation of Plan:..................................................     91

                  12.11.2  Benefit of Participants:...............................................     91

         12.12    Employers:......................................................................     92

                  12.12.1  Adoption by Affiliates of Plan:........................................     92

                  12.12.2  Termination of Participation in Plan:..................................     92

                  12.12.3  Employer Power:........................................................     92
</TABLE>

                                       xi

<PAGE>

<TABLE>
<S>                                                                                                    <C>
         12.13    Controlling Law:................................................................     92

         12.14    Singular and Plural and Article and Section References:.........................     92

         12.15    USERRA:.........................................................................     92

         12.16    Unclaimed Benefit:..............................................................     92

         12.17    Electronic Media:...............................................................     93

ARTICLE XIII SIMPLE 401(k) PROVISIONS.............................................................     93

         13.1     Rules of Application:...........................................................     93

         13.2     Definitions:....................................................................     93

                  13.2.1   Compensation:..........................................................     93

                  13.2.2   Eligible Employer:.....................................................     93

                  13.2.3   Eligible Employee:.....................................................     94

         13.3     Contributions:..................................................................     94

                  13.3.1   Salary Reduction Contributions:........................................     94

                  13.3.2   Other Contributions:...................................................     94

                  13.3.3   Limitation on Contributions:...........................................     94

                  13.3.4   Annual Addition Limitation on Contributions:...........................     94

         13.4     Election and Notice Requirements:...............................................     95

                  13.4.1   Election Period:.......................................................     95

                  13.4.2   Notice Requirements:...................................................     95

         13.5     Vesting Requirements:...........................................................     95

         13.6     Top-Heavy Rules:................................................................     95

         13.7     Nondiscrimination Tests:........................................................     95
</TABLE>

                                      xii

<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

As used in this Prototype Plan and in each Adoption Agreement, each of the
following terms shall have the meaning for that term set forth in this Article
I:

1.1      ACCOUNT:

The Account maintained for a Participant. With respect to each Participant, the
following separate source accounts shall be maintained, as necessary: a Pre-Tax
Contributions Account, an Employee After-Tax Contributions Account, a Profit
Sharing Contributions (defined in Section 3.1.1) Account, a Money Purchase
Contributions (defined in Section 3.1.2) Account, a Target Benefit Contributions
(defined in Section 3.1.3) Account, a Matching Contributions Account, a
Qualified Matching Contributions Account, a Qualified Nonelective Contributions
Account, a Rollover Contributions Account, a Prevailing Wage Contributions
Account, a QVEC Account, a Safe Harbor Matching Contributions Account, and a
Safe Harbor Nonelective Contributions Account. The Plan Administrator also may
establish other Miscellaneous Account(s) as it deems necessary to administer the
Plan.

1.2      ACCOUNT BALANCE:

The value of an Account determined as of the applicable Valuation Date.

1.3      ACP TEST:

The Average Contribution Percentage test set forth in Section 3.6(A) of the Plan
which is used to determine the maximum ACP Contribution Amounts (generally
Employee After-Tax and Matching Contributions) permitted for Highly Compensated
Employees.

1.4      ACTUAL CONTRIBUTION PERCENTAGE:

The ratio defined in Section 3.6(A)(i)(1) for purposes of the ACP Test.

1.5      ACTUAL DEFERRAL PERCENTAGE:

The ratio defined in Section 3.4.2(B)(i)(1) for purposes of the ADP Test.

1.6      ADJUSTMENT FACTOR:

The cost of living adjustment (COLA) factor prescribed by the Secretary of the
Treasury under Code Section 415(d) for Plan Years beginning after December 31,
1987, as applied to such items and in such manner as the Secretary shall
provide.

1.7      ADOPTION AGREEMENT:

The document so designated with respect to this Prototype Plan that is executed
by the Employer, as amended from time to time.

1.8      ADP TEST:

The Average Deferral Percentage test set forth in Section 3.4.2(B) of the Plan
which is used to determine the maximum amount of Highly Compensated Employee
deferrals (generally Pre-Tax Contributions) under the Plan.

                                       1
<PAGE>

1.9      AFFILIATE:

Any corporation or unincorporated trade or business that is:

         (A) the Primary Employer

         (B) a member of a "controlled group of corporations" (within the
meaning of Code Section 414(b)) that includes the Primary Employer;

         (C) a member of any trade or business under "common control" (within
the meaning of Code Section 414(c)) with the Primary Employer;

         (D) a member of an "affiliated service group" (as that term is defined
in Code Section 414(m)) which includes the Primary Employer; or

         (E) any other entity to the extent required to be aggregated with the
Employer under Code Section 414(o).

The Plan Administrator will also determine "Affiliate" status in accordance with
Code Section 415(h).

1.10     AGGREGATE LIMIT:

The limit defined in Section 3.6(C)(iv) for purposes of the Multiple Use Test.

1.11     ANNUITY CONTRACT:

An individual or group annuity contract issued by an insurance company providing
periodic benefits, whether fixed, variable or both, the benefits or value of
which a Participant or Beneficiary cannot transfer, sell, assign, discount, or
pledge as collateral for a loan or as security for the performance of an
obligation, or for any other purpose, to any person other than the issuer
thereof. The terms of any annuity contract purchased and distributed by the Plan
to a Participant or Spouse shall comply with the requirements of this Plan.

1.12     AVERAGE CONTRIBUTION PERCENTAGE OR ACP:

For a specified group of eligible Participants for the Plan Year, the average of
the Participants' Actual Contribution Percentages determined as provided in
Section 3.6(A)(i)(3) for purposes of the ACP Test.

1.13     AVERAGE DEFERRAL PERCENTAGE OR ADP:

For a specified group of eligible Participants for the Plan Year, the average of
the Participants' Actual Deferral Percentages determined as provided in Section
3.4.2(B)(i)(3) for purposes of the ADP Test.

1.14     BENEFICIARY:

A person, persons, trust or trusts entitled to receive any payment of benefits
under Article VII. For purposes of ERISA reporting and disclosure, a Beneficiary
becomes entitled to disclosure of relevant Plan documents only upon the
Participant's death, or if an individual becomes or is entitled to become an
alternate payee under a qualified domestic relations order within the meaning of
Code Section 414(p).

1.15     BENEFIT COMMENCEMENT DATE:

The first day, determined under Article V, for which a Participant or
Beneficiary receives or begins to receive payment in any form of distribution as
a result of death, Disability, termination of Employment, Early Retirement, Plan
termination or upon or after Normal Retirement Age or age 70-1/2.

                                       2
<PAGE>

1.16     BENEFITING:

A Participant is treated as benefiting under the Plan for any Plan Year during
which the Participant receives or is deemed to receive an allocation of
contributions or forfeitures under the Plan. Whether a Participant is treated as
benefiting will be determined in accordance with Treas. Reg. Section
1.410(b)-3(a). Individuals who have not elected to make Pre-Tax Contributions,
but who are eligible to do so under the Plan, are treated as benefiting under
the Plan for purposes of the minimum coverage requirements of Code Section
410(b), the ADP Test and the ACP Test.

1.17     BREAK IN SERVICE:

         (A) General Rule. For purposes of the hourly records method, a
12-consecutive month period (Computation Period) during which the Participant
does not complete more than 500 Hours of Service with the Employer. For purposes
of the elapsed time method, a Break in Service is a Period of Severance of at
least 12 consecutive months.

         (B) Maternity or Paternity Absence - Hourly Records Method. Solely for
purposes of determining whether a Break in Service for participation and vesting
purposes has occurred in a Computation Period, an individual who is absent from
work due to a Maternity or Paternity Absence shall receive credit for the Hours
of Service which would have otherwise been credited to the individual but for
that absence. In any case in which these hours cannot be determined, the
individual shall receive credit for 8 Hours of Service per day of that absence.
The Hours of Service credited under this paragraph shall be credited (1) in the
Computation Period in which the absence begins if crediting is necessary to
prevent a Break in Service in that period, or (2) in all other cases, the
following Computation Period. A "Maternity or Paternity Absence" is an
individual's absence from work (1) by reason of the pregnancy of the individual;
(2) by reason of the birth of a child of the individual; (3) by reason of the
placement of a child with the individual in connection with the adoption of that
child by the individual; or (4) for purposes of caring for the child for a
period beginning immediately following the child's birth or placement.

         (C) Maternity or Paternity Absence - Elapsed Time Method. For purposes
of the elapsed time method, a Period of Severance will not commence if an
individual is absent from work by reason of a Maternity or Paternity Absence.
Solely for purposes of determining when the individual's Period of Severance
begins, the individual will be credited with the 12-consecutive month period
beginning on the first anniversary of the first date of such absence. A
"Maternity or Paternity Absence" is an individual's absence from work (1) by
reason of the pregnancy of the individual; (2) by reason of the birth of a child
of the individual; (3) by reason of the placement of a child with the individual
in connection with the adoption of that child by the individual; or (4) for
purposes of caring for the child for a period beginning immediately following
the child's birth or placement.

         (D) USERRA. No Break-in-Service shall occur due to an individual's
"qualified military service" (as defined in Code Section 414(u)) if the
individual is entitled to reemployment rights under USERRA.

1.18     CODA:

A cash or deferred arrangement under Code Section 401(k) which is part of a
profit sharing plan and under which a Participant may elect to make Pre-Tax
Contributions in accordance with Section 3.4.1.

1.19     CODA COMPENSATION:

Solely for purposes of determining the Actual Deferral Percentage and the Actual
Contribution Percentage, CODA Compensation shall be Compensation either
excluding or including Elective Contributions as specified in the Adoption
Agreement. If elected by the Primary Employer in the Adoption Agreement, a
Participant's CODA Compensation shall, for the Plan Year that includes the
Participant's Entry Date, only include Compensation actually paid on and after
the Participant's Entry Date (i.e., during the Participant's period of
participation). The preceding sentence shall be effective as of the date
specified in the section of the Adoption Agreement setting forth the elections
with respect to CODA Compensation.

                                       3
<PAGE>

1.20     CODE:

The Internal Revenue Code of 1986, as now in effect or as amended from time to
time. A reference to a specific provision of the Code shall include such
provision and any applicable regulation pertaining thereto.

1.21     COMPENSATION:

Compensation means Compensation as that term is defined in Section 3.9.1(H) of
the Plan, subject to any exclusions or limitations elected in the Adoption
Agreement and Section 3.1.4 and subject to the further provisions of this
Section 1.21. Unless elected otherwise in the Adoption Agreement by the Primary
Employer, and except in the case of Self-Employed Individuals, Compensation
shall include only that Compensation which is actually paid to the Participant
during the Plan Year.

         (A) Self-Employed Individuals. For a Self-Employed Individual,
Compensation means his or her Earned Income which is payable with respect to the
Plan Year (even if not actually paid during the Plan Year).

         (B) Elective Contributions. Compensation shall include Elective
Contributions unless the Primary Employer elects in the Adoption Agreement not
to include Elective Contributions.

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

         (D) Short Plan Year. If a determination period consists of fewer than
12 months, the annual Compensation limit (described in (C)) is an amount equal
to the otherwise applicable annual Compensation limit multiplied by a fraction,
the numerator of which is the number of months in the short determination
period, and the denominator of which is 12.

         (E) Prior Determination Periods. 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. 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, as adjusted.

         (F) Severance Pay. Compensation for purposes of determining the amount
of a Participant's Pre-Tax Contributions shall not include severance pay.

1.22     COMPUTATION PERIOD:

         (A) Vesting Computation Period. The Plan Year.

         (B) Eligibility Computation Period. For purposes of determining Years
of Service and Breaks in Service, the initial eligibility Computation Period is
the 12-consecutive month period beginning on the date the Employee first
performs an Hour of Service for the Employer (referred to herein as the "date of
hire").

         The succeeding 12-consecutive month periods commence with either (i) or
(ii) below as selected by the Primary Employer in the Adoption Agreement:

                  (i) the first anniversary of the Employee's date of hire.

                  (ii) the first Plan Year which commences before the first
anniversary of the Employee's date of hire (regardless of whether the Employee
is entitled to be credited with 1,000 Hours of Service during the initial
Eligibility Computation Period). An Employee who is credited with 1,000 Hours of
Service in both the

                                       4
<PAGE>

initial Eligibility Computation Period and the first Plan Year which commences
before the first anniversary of the Employee's initial Eligibility Computation
Period will be credited with two Years of Service for purposes of eligibility to
participate.

The same Eligibility Computation Period must be used for determining both Years
of Service and Breaks in Service.

         (C) Computation Period Change. When a Plan amendment changes the Plan's
eligibility Computation Period, an Employee who completes at least 1,000 Hours
of Service in both the last pre-amendment Computation Period and the first
post-amendment Computation Period under the Plan will be credited with two Years
of Service. The last pre-amendment Computation Period will end during the first
post-amendment Computation Period under the Plan as amended.

1.23     DEFINED BENEFIT PLAN:

A plan of the type defined in Code Section 414(j) maintained by the Employer and
any Affiliate, as applicable.

1.24     DEFINED CONTRIBUTION PLAN:

A plan of the type defined in Code Section 414(i) maintained by the Employer and
any Affiliate, as applicable.

1.25     DISABILITY:

Unless elected otherwise by the Primary Employer in the Adoption Agreement, the
inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than 12 months. The permanence and degree of such impairment
shall be supported by medical evidence. In all events, the final determination
of whether an individual has incurred a Disability for purposes of this Plan
shall be made by the Plan Administrator in its discretion.

1.26     DISTRIBUTEE:

For purposes of distributing Eligible Rollover Distributions, 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.

1.27     EARLY RETIREMENT:

An actively employed Participant's retirement upon satisfaction of the
requirements set forth in the Adoption Agreement for Early Retirement.

1.28     EARLY RETIREMENT DATE:

The Participant's Benefit Commencement Date following his or her Early
Retirement and before his or her attainment of Normal Retirement Age.

1.29     EARNED INCOME:

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

                                       5
<PAGE>

1.30     ELECTION PERIOD:

If this Plan is subject to the qualified pre-retirement survivor annuity
requirements, the Election Period is the period that begins on the first day of
the Plan Year in which the Participant attains age 35 and ends on the date of
the Participant's death. If a Participant separates from service before the
first day of the Plan Year in which he or she attains age 35, with respect to
the Account Balance as of the date of separation, the Election Period shall
begin on the date of separation.

1.31     ELECTIVE CONTRIBUTIONS:

Any amount that is contributed by the Employer under a salary reduction
agreement with an Employee and that is not includible in the Employee's gross
income by reason of Code Sections 125 (cafeteria plan deductions), 402(e)(3)
(Pre-Tax Contributions), 402(h)(1)(B) (certain pre-tax deferrals to a simplified
employer pension plan) or 403(b) (certain Employee deferrals under a tax
deferred annuity). In addition, the term Elective Contributions shall include
elective amounts that are not includible in the gross income of the Employee by
reason of Code Section 132(f)(4) (qualified transportation fringe benefits),
effective for years after December 31, 1997, except as otherwise elected by the
Primary Employer in the Adoption Agreement.

1.32     ELIGIBLE EMPLOYEES:

Those Employees specified in the Adoption Agreement. An individual, other than a
Leased Employee, shall only be treated as an Eligible Employee if he or she is
reported on the payroll records of an Employer or an Affiliate as a common law
employee. Unless otherwise elected by the Primary Employer in the Adoption
Agreement for a nonstandardized plan, the term "Eligible Employee" does not
include any other common law employee, any Leased Employee, or any individual
classified by his or her Employer as a Temporary Employee, as defined in Section
1.99. It is expressly intended that individuals not treated as common law
employees by the Employer or an Affiliate on their payroll records are to be
excluded from Plan participation even if a court or administrative agency later
determines that such individuals are common law employees and not independent
contractors.

1.33     ELIGIBLE RETIREMENT PLAN:

For purposes of the Direct Rollover requirements of Section 6.4 and Rollover
Contributions to this Plan, the term Eligible Retirement Plan means an
individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan described
in Code Section 403(a), or a qualified trust described in Code Section 401(a),
including this Plan, that accepts the Distributee's Eligible Rollover
Distribution. However, in the case of an Eligible Rollover Distribution to a
Surviving Spouse, an Eligible Retirement Plan is only an individual retirement
account or individual retirement annuity.

1.34     ELIGIBLE ROLLOVER DISTRIBUTION:

An Eligible Rollover Distribution is any distribution of all or any portion of
the balance to the credit of the Distributee from an Eligible Retirement Plan,
except that an Eligible Rollover Distribution does not include: any distribution
that is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
Distributee or the joint lives (or joint life expectancies) of the Distributee
and the Distributee's designated beneficiary, or for a specified period of ten
years or more; any distribution to the extent such distribution is required
under Code Section 401(a)(9) (minimum required distribution); any hardship
distribution of pre-tax elective contributions described in Section
401(k)(2)(B)(i)(iv) received after December 31, 1998 (or after a later date, not
later than December 31, 1999 as the Primary Employer selects in the Adoption
Agreement in accordance with IRS Notice 99-5); the portion of any distribution
that is not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to Employer securities);
and any other distribution determined not to be an eligible rollover
distribution under the Code, IRS regulations, or other IRS guidance. For
purposes of determining whether distributions from this Plan are Eligible
Rollover Distributions, any distribution(s) that is(are) reasonably expected to
total less than $200 during a year shall not be treated as Eligible Rollover
Distributions.
                                       6
<PAGE>

In all events, distributions of Excess Amounts (defined in Section 3.9.1),
Excess Aggregate Contributions, Excess Contributions, and Excess Pre-Tax
Contributions are not Eligible Rollover Distributions.

1.35     EMPLOYEE:

A Self-Employed Individual, or any common law employee of the Employer
maintaining the Plan or of any Affiliate. The term "Employee" also shall include
any Leased Employee deemed to be an Employee of any Affiliate as provided in
Code Sections 414(n) or (o). If elected by the Primary Employer in the Adoption
Agreement, the term Employee may include individuals who would be Leased
Employees but for the fact that they have not performed services for an Employer
on a substantially full time basis for a period of a year. Notwithstanding the
preceding sentences, 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 (maintained by the "leasing organization" referred to in Section
1.57) providing (1) a nonintegrated Employer contribution rate of at least 10%
of compensation, as defined in Code Section 415(c)(3), (2) immediate
participation, and (3) full and immediate vesting and (B) such Leased Employees
do not constitute more than 20% of the Employer's and Affiliates' nonhighly
compensated recipient workforce. The term "Employee" does not include any
independent contractor. For purposes of applying the testing and
tax-qualification requirements of the Code, all Employees will be treated as
employed by a single Employer. An individual is not an Employee entitled to
additional Pre-Tax Contributions after the individual has ceased to provide
services as an Employee of an Employer (i.e. the individual is not expected to
resume providing services as an Employee of an Employer).

1.36     EMPLOYEE AFTER-TAX CONTRIBUTION:

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

1.37     EMPLOYEE AFTER-TAX ELECTION:

The election by a Participant, including a negative election, to make Employee
After-Tax Contributions in accordance with Section 3.2.

1.38     EMPLOYER:

The sole proprietorship, partnership or corporation that adopts the Plan with
the consent of the Primary Employer and by executing the Adoption Agreement.
Only an Affiliate of the Primary Employer may be an Employer with respect to a
plan adopted by the Primary Employer.1 Upon and by adoption of this Plan, each
Employer shall delegate authority to amend the Plan to the Primary Employer.

1.39     EMPLOYER ACCOUNT:

The Participant's Matching Contributions Account, Profit Sharing Contributions
Account, Money Purchase Contributions Account, Target Benefit Contributions
Account, Safe Harbor Matching Contributions Account, Safe Harbor Nonelective
Contributions Account, Qualified Matching Contributions Account and Qualified
Nonelective Contributions Account, as the case may be.

1.40     EMPLOYER DERIVED ACCOUNT BALANCE:

The portion of the Account Balance derived from Profit Sharing Contributions,
Target Benefit Contributions, Money Purchase Contributions, Matching
Contributions, Prevailing Wage Contributions, Safe Harbor Matching Contributions
Account, Safe Harbor Nonelective Contributions Account, Qualified Matching
Contributions, Qualified Nonelective Contributions, and Pre-Tax Contributions.

---------------------------
(1) This Plan may not be both a multiple employer Plan and a Master or Prototype
Plan.

                                       7
<PAGE>

1.41     EMPLOYMENT:

An Employee's employment or self-employment with the Employer, Affiliate or a
"leasing organization" referred to in Section 1.57 or, to the extent required
under Code Section 414(a)(2) or as otherwise specified by the Plan
Administrator, in its discretion (and not in violation of ERISA or the Code),
any predecessor of any of them. If any of them maintains a plan of a Predecessor
Employer, employment or self-employment with the Predecessor Employer will be
treated as Employment. Additionally, if the trade or business conducted by a
Self-Employed Individual becomes incorporated, all employment with that trade or
business or with any Affiliate shall be treated as Employment with the Employer.

1.42     ENTRY DATE:

The date on which an Eligible Employee becomes a Participant as specified in the
Adoption Agreement.

1.43     ERISA:

The Employee Retirement Income Security Act of 1974, as amended from time to
time. Reference to a specific provision of ERISA shall include such provision
and any applicable regulation pertaining thereto.

1.44     EXCESS AGGREGATE CONTRIBUTIONS:

The excess of a Highly Compensated Employee's aggregate ACP Contribution Amounts
(as defined in Section 3.6(A)(i)(2) of the Plan) over the amounts permitted by
the ACP Test, as determined under Section 3.6(A).

1.45     EXCESS CONTRIBUTIONS:

The excess of a Highly Compensated Employee's aggregate ADP Contribution Amounts
(as defined in Section 3.4.2(B)(i)(2) of the Plan) over the amount permitted by
the ADP Test, as determined under Section 3.4.2(B).

1.46     EXCESS PRE-TAX CONTRIBUTIONS:

Those Pre-Tax Contributions that are includible in a Participant's gross income
because and to the extent such Participant's Pre-Tax Contributions for a
calendar year exceed the dollar limitation on those contributions under Code
Section 402(g). Excess Pre-Tax Contributions shall be treated as Annual
Additions under the Plan, unless such amounts are distributed no later than the
first April 15th following the close of the calendar year in which the Excess
Pre-Tax Contributions were made and in accordance with the procedures set forth
in Section 3.4.2(A).

1.47     FULLY VESTED SEPARATION:

Termination of Employment, as described in Section 4.1.2 or by a reason other
than death, when the Participant's vested percentage in his or her Account is
100%.

1.48     GROUP TRUST:

A Trust Fund consisting of assets of any Plan maintained and established by the
Employer or an Affiliate under Section 10.13.

1.49     HIGHLY COMPENSATED EMPLOYEE:

The term Highly Compensated Employee includes highly compensated active
Employees and highly compensated former Employees.

         (A)      Highly Compensated Active Employee. Effective for years
beginning after December 31, 1996, the term Highly Compensated Employee means
any Employee who: (i) was a 5-percent owner at any time during the determination
year or the look-back year, or (ii) for the look-back year had Compensation from
the

                                       8
<PAGE>

Employer in excess of $80,000 and, if elected by the Primary Employer in the
Adoption Agreement, was in the top-paid group for the look-back year. The
$80,000 amount is adjusted by the Adjustment Factor.

         For this purpose the applicable year of the Plan for which a
determination is being made is called a determination year and the preceding
12-month period is called a look-back year. If, as provided in the Adoption
Agreement, the Primary Employer makes a calendar year data election, the
calendar year beginning with or within the look-back year is treated as the
Employer's look-back year for purposes of determining whether an Employee is a
Highly Compensated Employee on account of the Employee's Compensation for a
look-back year under Section 414(q)(1)(B). A calendar year data election, once
made, applies for all subsequent determination years unless changed by the
Employer. A calendar year data election made does not apply in determining
whether the Employer's employees are Highly Compensated Employees under Code
Section 414(q)(1)(A) on account of being 5-percent owners.

         (B) Highly Compensated Former Employee. A highly compensated former
Employee includes any Employee who terminated Employment (or was deemed to have
terminated) prior to the Plan Year, performs no service for the Employer or
Affiliate during the Plan Year, and was a highly compensated active Employee for
either the separation year or any Plan Year ending on or after the Employee's
55th birthday. Whether a former Employee is 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 Temp. Treas.
Reg. Section 1.414(q)-1T, A-4, Notice 97-45, and any additional guidance issued
by the IRS under Code Section 414(q).

         (C) Rules of Construction. The determination of who is a Highly
Compensated Employee, including the determinations of the number and identity of
Employees in the top-paid group and the Compensation that is considered will be
made in accordance with the Adoption Agreement and all applicable guidance
issued by the IRS under Code Section 414(q). In determining whether an Employee
is a Highly Compensated Employee for years beginning in 1997, the amendments to
Code Section 414(q) stated above are treated as having been in effect for years
beginning in 1996.

1.50     HOUR OF SERVICE:

         (A)      Hourly Records Method. If the Primary Employer elects the
hourly records method in the Adoption Agreement, an Hour of Service shall
include:

                  (i)      Hours for Performance of Duties. Each hour for which
an Employee is paid, or entitled to payment, for the performance of duties for
the Employer. These hours will be credited to the Employee for the Computation
Period in which the duties are performed; and

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

                  (iii)    Hours for Back Pay. Each hour for which back pay,
irrespective of mitigation of damages, is either awarded or agreed to by the
Employer. The same Hours of Service will not be credited both under subparagraph
(i) or subparagraph (ii), as the case may be, and under this subparagraph (iii).
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.

         (B) Controlled Group Rules. Hours of Service will be credited for
Employment with the Employer and its Affiliates.

                                       9
<PAGE>

         (C)      Equivalencies. If elected by the Primary Employer in the
Adoption Agreement, the determination the number of Hours of Service earned in a
Computation Period may be based on the equivalencies specified in the Adoption
Agreement instead of counting the actual number of Hours of Service performed.

         (D)      Elapsed Time Method. If the Primary Employer elects the
elapsed time method in the Adoption Agreement, an Hour of Service is an hour for
which an Employee is paid, or entitled to payment, for the performance of duties
for the Employer or an Affiliate.

         (E)      Leased Employees. With respect to both the hourly records
method and the elapsed time method, in addition to service with an Affiliate,
Hours of Service will also be credited for any individual considered an Employee
for purposes of this Plan to the extent required under Code Section 414(n) (with
respect to Leased Employees).

1.51     IMMEDIATELY DISTRIBUTABLE:

For purposes of determining whether a Participant's consent is legally required
before a distribution may be made from the Plan, a Participant's Account is
"Immediately Distributable" during the period prior to the date the Participant
attains (or would have attained if not deceased) the later of Normal Retirement
Age or age 62. (The term "Immediately Distributable" only refers to the period
during which the law requires the Plan to obtain Participant consent to a
distribution. Nevertheless, distributions under this Plan will only be made on
request by a Participant or Beneficiary (if applicable) unless the Plan is
otherwise required to distribute the Participant's benefit by law.)

1.52     INTEGRATION LEVEL:

The "Integration Level" described in the Adoption Agreement, is the dollar
amount at or below which the rate of contributions or benefits (expressed as a
percentage of Compensation) is less than the rate of contributions above that
dollar amount. The term "Integration Level" is only operative for Plan purposes
if the Plan is integrated with Social Security. If an integrated Employer profit
sharing, money purchase pension, or target benefit contribution is made for a
short Plan Year, the Integration Level used for purposes of determining and
allocating such contribution shall equal the otherwise applicable Integration
Level multiplied by a fraction, the numerator of which is the number of months
in the Plan Year and the denominator of which is 12.

1.53     INVESTMENT COMMITTEE:

The investment committee appointed by the Primary Employer in accordance with
Article X.

1.54     INVESTMENT MANAGER:

Any person appointed by the Trustee or, with respect to Participant-Directed
Assets, by the Participant or Beneficiary having the power to direct the
investment of such assets, to serve as such in accordance with Section 10.8.

1.55     IRS:

The Internal Revenue Service.

1.56     KEY EMPLOYEE:

Any Employee or former Employee (and the Beneficiaries of such Employee) who at
any time during the "determination period" was:

         (A)      an officer of the Primary Employer or Affiliate, if such
individual's annual Compensation exceeds 50% of the dollar limitation under Code
Section 415(b)(1)(A) (the Defined Benefit Plan dollar limitation);

                                       10
<PAGE>

         (B) an owner (or considered an owner under Code Section 318) of one of
the ten largest interests in the Primary Employer or Affiliate if such
individual's Compensation exceeds 100% of the dollar limitation under Code
Section 415(c)(1)(A) (the Defined Contribution Plan dollar limitation);

         (C)      a "5% owner" (as defined in Code Section 416(i)) of the
Employer or Affiliate; or

         (D)      a "1% owner" (as defined in Code Section 416(i)) of the
Employer or Affiliate who has annual Compensation of more than $150,000 as
adjusted.

Annual Compensation means Compensation as defined in the Adoption Agreement, but
including Elective Contributions. The "determination period" is the Plan Year
containing the "determination date" and the four preceding Plan Years. The
"determination date" for the first Plan Year is the last day of that Plan Year,
and for any subsequent Plan Year is the last day of the preceding Plan Year. The
determination of who is a Key Employee will be made in accordance with Code
Section 416(i) and is used in accordance with the provisions in Article 4.4.

1.57     LEASED EMPLOYEE:

Effective for Plan Years beginning after December 31, 1996, any person (other
than an Employee of the recipient Employer or Affiliate) who, under an agreement
between the recipient Employer or Affiliate and any other person (the "leasing
organization") has performed services for the recipient Employer or Affiliate
(or for the Employer or Affiliate 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. In addition, those services must be performed under the
primary direction or control of the recipient. Contributions or benefits
provided a Leased Employee by the leasing organization which are attributable to
services performed for the recipient Employer or Affiliate shall be treated as
provided by the recipient Employer. Solely for purposes of excluding Leased
Employees from the definition of Eligible Employee, individuals who would be
Leased Employees but for the fact that they have not performed services for an
Employer on a substantially full time basis for a period of at least one year
shall be treated as Leased Employees.

1.58     LIFE ANNUITY:

An annuity payable in equal installments for the life of the Participant that
terminates upon the Participant's death.

1.59     LIMITATION COMPENSATION:

Limitation Compensation, as defined in Section 3.9.1(H), used for purposes of
the Annual Additions limitation of Code Section 415 and Plan Section 3.9.

1.60     LIMITATION YEAR:

A Plan Year, calendar year or the 12-consecutive month period elected by the
Primary Employer in the Adoption Agreement used for purposes of the Annual
Additions limitation of Code Section 415. All Qualified Plans maintained by the
Employer must use the same Limitation Year. If the Limitation Year is amended to
a different 12-consecutive month period, the new Limitation Year must begin on a
date within the Limitation Year in which the amendment is made.

1.61     MASTER OR PROTOTYPE PLAN:

A plan the form of which is the subject of a favorable opinion letter from the
IRS as a master or prototype plan.

                                       11
<PAGE>

1.62     MATCHING CONTRIBUTION:

An Employer contribution made to this or any other Defined Contribution Plan on
behalf of a Participant, or on account of a Participant's Pre-Tax Contributions
and/or Employee After-Tax Contributions, as applicable, under a plan maintained
by the Employer.

1.63     NET PROFITS:

The current and accumulated profits of the Employer from the trade or business
of the Employer with respect to which the Plan is established, as determined by
the Employer before deductions for federal, state and local taxes on income and
before contributions under the Plan or any other Qualified Plan.

1.64     NONHIGHLY COMPENSATED EMPLOYEE:

An Employee of the Employer who is not a Highly Compensated Employee.

1.65     NONVESTED SEPARATION:

Termination of Employment of a Participant whose vested percentage in his or her
Employer Derived Account Balance is 0% and who has not had Pre-Tax Contributions
made to the Plan.

1.66     NORMAL RETIREMENT AGE:

The age selected by the Primary Employer in the Adoption Agreement. If the
Employer enforces a mandatory retirement age, the Normal Retirement Age is the
lesser of that mandatory age or the age specified in the Adoption Agreement.

1.67     ORIGINAL PLAN EFFECTIVE DATE:

In the case of a Plan that adopts the Profit Sharing Plan with CODA Adoption
Agreement, the Original Plan Effective Date is the first day of the Plan Year in
which occurs the earliest effective date for any Plan feature, as specified in
the Adoption Agreement, except as otherwise required by law. In the case of a
Plan that adopts any other permissible Adoption Agreement, the Original Plan
Effective Date is the first day of the Plan Year in which the Plan is adopted.
Separately, various provisions of the Plan may be effective on dates other than
the Original Plan Effective Date or the Restatement Effective Date, as provided
herein, in the Adoption Agreement, or as required by law.

1.68     OWNER-EMPLOYEE:

An individual who is a sole proprietor, or a partner owning more than 10% of
either the capital interest or the profits interest in the partnership.

1.69     PAIRED PLANS:

Two Defined Contribution Plans or one or two Defined Contribution Plans and one
Defined Benefit Plan, provided that all such plans use the format of this
Prototype Plan or the Merrill Lynch Defined Benefit Plan and Trust.

1.70     PARTIALLY VESTED SEPARATION:

Termination of Employment of a Participant whose vested percentage in his or her
Employer Derived Account Balance is less than 100% but greater than 0%.

                                       12
<PAGE>

1.71     PARTICIPANT:

An Employee who has commenced, but not terminated, participation in the Plan as
provided in Article II. An "Active Participant" is a Participant who is an
Eligible Employee. An "Inactive Participant" is a Participant who has terminated
employment or a Participant who is no longer an Eligible Employee but still
maintains a vested Account Balance.

1.72     PARTICIPANT-DIRECTED ASSETS:

The assets of an Account which are invested, as described in Section 10.5,
according to the direction of the Participant or the Participant's Beneficiary,
as the case may be, in either individually selected investments, commingled
funds or in shares of regulated investment companies.

1.73     PERIOD OF SEVERANCE:

For purposes of the elapsed time method, a Period of Severance is a continuous
period of time during which the Employee is not employed by the Employer. Such
period begins on the date the Employee retires, quits, is discharged, or dies
or, if earlier, the first 12-month anniversary of the date on which the Employee
was otherwise absent from service. No Period of Severance shall occur due to an
individual's "qualified military service" (as defined in Code Section 414(u)) if
the individual is entitled to reemployment rights under USERRA.

1.74     PLAN:

The plan established by the Primary Employer in the form of this Prototype Plan
and the applicable Adoption Agreement signed and dated by each Employer. The
Plan shall have the name specified in the Adoption Agreement.

1.75     PLAN ADMINISTRATOR:

The Plan Administrator is the Primary Employer, unless otherwise specified by
duly authorized action by the Primary Employer, including through a designation
in the Adoption Agreement.

1.76     PLAN YEAR:

Each 12-consecutive month period ending on the date specified in the Adoption
Agreement, during any part of which the Plan is in effect. Notwithstanding the
preceding sentence, the Plan Year in which the Plan is terminated shall end on
the effective date of such termination. In addition, if the Primary Employer
amends the Plan Year, the new Plan Year must begin on a date within the Plan
Year in which the amendment is made. Then, there shall be a short Plan Year
ending immediately before the beginning of the first day of the subsequent new
Plan Year. The new Plan Year shall then be each 12 consecutive month period
thereafter.

1.77     PREDECESSOR EMPLOYER:

A "predecessor employer" within the meaning of Code Section 414(a)(1) which
requires Employees to be credited for service with prior employers under certain
circumstances.

1.78     PREDECESSOR EMPLOYER SERVICE:

Service with a Predecessor Employer, as described in Section 1.106(C).

1.79     PRE-TAX CONTRIBUTIONS:

Any contributions made to the Plan at the election of the Participant, in lieu
of cash compensation, and including contributions made under a salary reduction
agreement or other deferral mechanism. With respect to any calendar year, for
purposes of Code Section 402(g), a Participant's Pre-Tax Contribution is the sum
of all

                                       13

<PAGE>

contributions made on behalf of such Participant under an election to defer
under any qualified CODA described in Code Section 401(k), any salary reduction
simplified employee pension plan described 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 plan described under Code Section 501(c)(18),
and any contributions made on the behalf of a Participant for the purchase of
any annuity contract under Code Section 403(b) under a salary reduction
agreement. Pre-Tax Contributions shall not include any deferrals properly
distributed as Excess Amounts under Section 3.9.2 and are limited by Code
Section 402(g) (See Section 3.4.2).

1.80     PRE-TAX ELECTION:

The election by a Participant, including through automatic enrollment (a
"negative election"), to make Pre-Tax Contributions in accordance with Section
3.4.1.

1.81     PREVAILING WAGE CONTRIBUTION:

A prevailing wage contribution made in this Plan or any other Qualified Plan
under Section 3.15.

1.82     PRIMARY EMPLOYER:

The Employer designated in the Adoption Agreement as the "Primary Employer."

1.83     PROTOTYPE PLAN:

The Merrill Lynch Special/Flexible Prototype Defined Contribution Plan and Trust
set forth in this document, as amended or restated from time to time.

1.84     QUALIFIED JOINT AND SURVIVOR ANNUITY:

The joint and survivor annuity required to be offered when benefits are to be
distributed under a Qualified Plan that is subject to the joint and survivor
annuity requirements of Code Section 417. In the case of a married Participant,
the qualified joint and survivor annuity is an immediate annuity for the life of
the Participant with a survivor annuity continuing after the Participant's death
to the Participant's Surviving Spouse. The annuity payable to the Surviving
Spouse for his or her life equals 50% of the amount of the annuity payable
during the joint lives of the Participant and such Surviving Spouse. The
qualified joint and survivor annuity must be the actuarial equivalent of a
single life annuity that could be provided for the Participant under an Annuity
Contract purchased with the aggregate vested Account Balances of the
Participant's Accounts at the Benefit Commencement Date. In the case of an
unmarried Participant, the qualified joint and survivor annuity shall be an
immediate annuity for the life of the Participant.

1.85     QUALIFIED MATCHING CONTRIBUTIONS:

Matching Contributions, which the Plan Administrator designates as Qualified
Matching Contributions, made by the Employer and allocated to Participants'
accounts that a Participant may not elect to receive in cash until distributable
from the Plan; that are nonforfeitable when made; and that are distributable
only in accordance with the distribution provisions that are applicable to
Pre-Tax Contributions (other than the hardship withdrawal provisions). Qualified
Matching Contributions may not be withdrawn on account of a hardship.

1.86     QUALIFIED NONELECTIVE CONTRIBUTIONS:

Contributions (other than Matching Contributions, Safe Harbor Matching
Contributions or Qualified Matching Contributions), which the Plan Administrator
designates as Qualified Nonelective Contributions, made by the Employer and
allocated to Participants' accounts that a Participant may not elect to receive
in cash until distributed from the Plan; that are nonforfeitable when made; and
that are distributable only in accordance with the distribution provision that
are applicable to Pre-Tax Contributions (other than the hardship withdrawal
provisions). Qualified Nonelective Contributions may not be withdrawn on account
of a hardship.

                                       14

<PAGE>

1.87     QUALIFIED PLAN:

A Defined Benefit Plan or Defined Contribution Plan which has been determined to
meet the tax qualification requirements of Code Section 401(a).

1.88     QUALIFYING EMPLOYER SECURITIES:

A security issued by an Employer which is (i) stock; (ii) a marketable
obligation within the meaning of ERISA Section 407(e), (iii) an interest in a
publicly traded partnership (as defined in Code Section 7704(b)) but only if
such partnership is an existing partnership as defined in Section 10211(c)(2)(A)
of the Revenue Act of 1987 (Public Law 100-203); and (iv) otherwise a
"qualifying employer security" as defined in ERISA Section 407(d).

1.89     QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS (QVECs):

Qualified voluntary employee contributions made in accordance with former Code
Section 219 that constitute accumulated deductible employee contributions within
the meaning of Code Section 72(o)(5)(B).

1.90     RESTATEMENT EFFECTIVE DATE:

The effective date of the amendment and restatement of this Plan, if any, as set
forth in the Adoption Agreement.

1.91     ROLLOVER CONTRIBUTION:

A contribution under Section 3.3 that is a contribution of an Eligible Rollover
Distribution (defined in Section 1.34) to the Trustee by the Participant on or
before the 60th day after the Participant received the Eligible Rollover
Distribution or the contribution of the Eligible Rollover Distribution by the
Trustee of another Eligible Retirement Plan in the form of a direct transfer
under Code Section 401(a)(31).

1.92     SECRETARY:

The Secretary of the United States Treasury.

1.93     SELF-EMPLOYED INDIVIDUAL:

An individual who has Earned Income for the taxable year from the trade or
business for which the Plan is established or an individual who would have had
Earned Income but for the fact that the trade or business had no Net Profits for
the taxable year.

1.94     SOCIAL SECURITY RETIREMENT AGE:

Age 65 in the case of a Participant attaining age 62 before January 1, 2000
(i.e., born before January 1, 1938), age 66 for a Participant attaining age 62
after December 31, 1999, and before January 1, 2017 (i.e., born after December
31, 1937, but before January 1, 1955), and age 67 for a Participant attaining
age 62 after December 31, 2016 (i.e., born after December 31, 1954) or such
other age as specified in the Social Security Act.

1.95     SPONSOR:

Merrill Lynch, Pierce, Fenner & Smith, Incorporated and any successor thereto.

                                       15

<PAGE>

1.96     SPOUSE:

The person legally married to a Participant (pursuant to local law where the
Participant resides, but not in violation of federal law).2 In addition, a
Participant's spouse or former spouse will be treated as the Participant's
Spouse to the extent provided under a "qualified domestic relations order" (or a
"domestic relations order" treated as such) as described in Code Section 414(p).

1.97     SURVIVING SPOUSE:

The Participant's Spouse on the earliest of:

         (A)      the date of the Participant's death;

         (B)      the Participant's Benefit Commencement Date; or

         (C)      the date on which an Annuity Contract is purchased for the
Participant providing benefits under the Plan.

A Participant's former Spouse will be treated as the Participant's Surviving
Spouse and a Participant's current Spouse will not be treated as the
Participant's Surviving Spouse to the extent provided under a "qualified
domestic relations order" (or a "domestic relations order" treated as such) as
described in Code Section 414(p).

1.98     TAXABLE WAGE BASE:

The contribution and benefit base under Section 230 of the Social Security Act
at the beginning of the Plan Year, as adjusted in accordance with the Social
Security Act.

1.99     TEMPORARY EMPLOYEE:

Any Employee employed on a temporary or periodic basis by an Employer where such
Employee from time to time accepts, at his discretion, job assignments having a
fixed and limited duration, such as (but not limited to) special projects to
cover unusual or cyclical employment needs at potentially varying rates of
compensation with each job assignment and who is classified in the Employer's
records as a "temporary employee."

1.100    TRUST:

The trust established under the Plan to which Plan contributions are made and in
which Plan assets are held. Any reference in this Plan to the "Trust" or "Trust
Agreement" shall refer to the applicable trust provisions of this Plan.

1.101    TRUST FUND:

The assets of the Trust held by or in the name of the Trustee.

1.102    TRUSTEE:

The person(s) appointed as Trustee(s) under Article X and any successor
Trustees.

----------------------
(2) For example, under the "Defense of Marriage Act" (P.L. 104-199) for purposes
of federal law, "the word `marriage' means only a legal union between one man
and one woman as husband and wife, and the word `spouse' refers only to a person
of the opposite sex who is a husband or a wife."

                                       16

<PAGE>

1.103    USERRA:

The Uniformed Services Employment and Reemployment Rights Act of 1994.

1.104    VALUATION DATE:

Each business day of the Plan Year, unless otherwise specified in the Adoption
Agreement by the Primary Employer, or determined under Section 10.6, if
applicable.

1.105    VESTING SERVICE:

The Years of Service credited to a Participant under Article IV for purposes of
determining the Participant's vested percentage in his or her Account
established for the Participant.

1.106    YEARS OF SERVICE:

         (A)      Hourly Records Method. If the Primary Employer elects the
hourly records method in the Adoption Agreement, an Employee shall be credited
with one Year of Service for each Computation Period in which he or she has
1,000 Hours of Service.

         (B)      Elapsed Time Method. If the Primary Employer elects the
elapsed time method in the Adoption Agreement, the Employee's Years of Service
shall be a span of service equal to the sum of:

                  (i)      the period commencing on the date the Employee first
performs an Hour of Service and ending on the date he or she quits, retires, is
discharged, dies, or if earlier, the 12-month anniversary of the date on which
the Employee was otherwise first absent from service (with or without pay) for
any other reason; and

                  (ii)     (1) if the Employee quits, retires, or is discharged,
the period commencing on the date the Employee terminated his or her Employment
and ending on the first date on which he or she again performs an Hour of
Service, if such date is within 12 months of the date on which he or she last
performed an Hour of Service; or

                           (2) if the Employee is absent from work for any other
reason and, within 12 months of the first day of such absence, the Employee
quits, retires, dies, or is discharged, the period commencing on the first day
of such absence and ending on the first day he or she again performs an Hour of
Service if such day is within 12 months of the date his or her absence began.

         (C)      Predecessor Employer Service. With respect to both the elapsed
time method and the hourly records method, service with a Predecessor Employer,
determined in the manner in which the rules of this Plan would have credited
such service had the Participant earned such service under the terms of this
Plan, must be included in Years of Service, as required by Code Section
414(a)(1) and Code Section 414(a)(2) or as elected in the Adoption Agreement by
the Primary Employer. If the Employer maintains the plan of a Predecessor
Employer, service with such Employer will be treated as service for the
Employer.

         (D)      Hourly Record to Elapsed Time Transition. If the Plan's method
of determining service changes from the hourly records method to the elapsed
time method, the Employee shall receive credit for a period of service
consisting of: (i) a number of Years of Service equal to the number of Years of
Service credited to the Employee before the Computation Period during which the
change occurred; and (ii) the greater of (1) the period of service that would be
credited to the Employee under the elapsed time method for his service during
the entire Computation Period in which the change occurs or (2) the service
taken into account under the hourly records method as of the date of the change.
In addition, the Employee shall receive credit for service subsequent to the
change commencing on the day after the last day of the Computation Period in
which the change occurs.

                                       17

<PAGE>

         (E)      Elapsed Time to Hourly Records Transition. If the Plan's
method of determining service changes from the elapsed time method to the hourly
records method -- (i) the Employee shall receive credit as of the date of the
change for a 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 change; and (ii) the
Employee shall receive credit, in the Computation Period which includes the date
of the change, for a number of Hours of Service determined by applying the
equivalency method based on the Employees' payroll frequency. If the Employee is
paid on either a daily, weekly or bi-weekly basis, the Employee shall be
credited with 45 Hours of Service for each week if under Section 1.50 of the
Plan such Employee would be credited with at least 1 Hour of Service during the
week. If the Employee is paid on a semi-monthly or monthly basis, the Employee
shall be credited with 180 Hours of Service for each month if under Section 1.50
of the Plan such Employee would be credited with at least 1 Hour of Service
during the month.

                                   ARTICLE II
                                  PARTICIPATION

2.1      ADMISSION AS A PARTICIPANT:

2.1.1    GENERAL RULES:

An Eligible Employee shall become a Participant on the Entry Date on or next
following the date on which he or she meets the participation requirements
specified in the Adoption Agreement; provided, however that:

         (A)      an Eligible Employee who meets the participation requirements
when the Plan is adopted shall become a Participant as of such date;

         (B)      an Eligible Employee who meets the participation requirements
of a plan that is restated and/or amended to become this Plan shall become a
Participant as of the date this Plan is amended and/or restated; and

         (C)      if a participation waiver is elected by the Primary Employer
in the Adoption Agreement, an Eligible Employee shall become a Participant on
the date specified in the Adoption Agreement, without regard to the otherwise
applicable participation requirements.

2.1.2    CHANGES IN EMPLOYMENT STATUS:

         (A)      An Employee who did not become a Participant on the Entry Date
coincident with or next following the day on which he or she met the
participation requirements because he or she was not then an Eligible Employee
shall become eligible to be a Participant on the first day on which he or she
again becomes an Eligible Employee unless determined otherwise in accordance
with Section 2.3.1 of the Plan.

         (B)      If a Participant is no longer an Eligible Employee, he or she
is no longer eligible to share in contributions made by the Employer or
participate in any Pre-Tax or Employee After-Tax Contribution provisions of the
Plan. If such an ineligible Employee has not incurred a Break in Service, such
Employee will become a Participant immediately upon returning to an eligible
class of Employees. If such an individual incurs a Break in Service, eligibility
will be determined under Section 2.3. If an Employee who is not an Eligible
Employee becomes an Eligible Employee, such Employee will become eligible to be
a Participant immediately upon becoming an Eligible Employee if he or she has
satisfied the participation requirements of Section 2.1.1.

2.1.3    PRE-TAX AND AFTER-TAX ELECTIONS:

If the Plan includes a Pre-Tax or Employee After-Tax feature, in addition to the
participation requirements set forth in Section 2.1.1 and Section 2.1.2, an
Eligible Employee shall become a Participant upon filing his or her Pre-Tax
Election or Employee After-Tax Election with the Plan Administrator (or, if
elected by the Primary

                                       18

<PAGE>

Employer in the Adoption Agreement, the date an Employee is deemed to make such
election (an automatic enrollment) and such automatic enrollment shall be
administered consistently with Internal Revenue Service Revenue Ruling 2000-8
and any other such related guidance issued by the Internal Revenue Service). An
election shall not be required if the Employer has elected to make contributions
to a Pre-Tax Account or an After-Tax Account with respect to all Participants
under an automatic enrollment option.

2.1.4    AMENDMENT TO AGE AND SERVICE REQUIREMENTS:

If the Plan's age and/or service requirements for eligibility are amended, an
Employee who satisfied the pre-amendment age and service requirements before the
date of the amendment shall be deemed to satisfy the post-amendment age and
service requirements.

2.1.5    AMENDMENT TO ENTRY DATE:

A change to the Plan's Entry Date (including a change caused by a change in Plan
Year) shall not cause any Participant to lose his or her Participant status or
postpone the participation of any Eligible Employee beyond the date required
under Code Section 410(a)(1). (Code Section 410(a)(1) generally requires that an
Eligible Employee who has satisfied the Plan's minimum age and service
requirements must be allowed to commence participation in the Plan no later than
the earlier of: (A) the first day of the first Plan Year beginning after the
date on which such Employee satisfied such requirements, or (B) the date six
months after the date on which the Employee satisfied such requirements.)

2.2      ROLLOVER MEMBERSHIP:

An Eligible Employee who makes a Rollover Contribution (under Section 3.3) shall
become a Participant as of the date of such contribution or transfer even if he
or she had not previously become a Participant. However, such an Eligible
Employee will become a Participant only for the purposes of such Rollover
Contribution and shall not be eligible to share in contributions made by the
Employer or participate in any Pre-Tax or Employee After-Tax Contribution
provisions of the Plan until he or she has become a Participant in accordance
with the eligibility requirement of Section 2.1. An Eligible Employee who is a
Participant only for purposes of a Rollover Contribution is not taken into
account for purposes of the ADP Test or the ACP Test.

2.3      CREDITING OF SERVICE FOR ELIGIBILITY PURPOSES - BREAKS IN  SERVICE:

2.3.1    NON-VESTED EMPLOYEES' PRE-BREAK SERVICE:

         (A)      For purposes of eligibility to participate, an Eligible
Employee who is reemployed after a Nonvested Separation will not retain credit
for his or her Years of Service earned prior to a period of five consecutive
one-year Breaks in Service.

         (B)      If an Employee's Years of Service are disregarded under (A)
above, such Employee will be treated as a new Employee for eligibility purposes
upon his or her reemployment.

         (C)      If an Employee's Years of Service may not be disregarded under
(A) above, and if the Employee was not a Participant upon his or her prior
Nonvested Separation, and the Employee is an Eligible Employee upon his or her
reemployment, the Eligible Employee shall become a Participant in accordance
with the participation requirements of Section 2.1 taking into account his or
her pre-Break Service in Years of Service.

         (D)      If an Employee's Years of Service may not be disregarded under
(A) above, and the Employee was a Participant upon his or her prior Nonvested
Separation, such Participant shall continue to be eligible to participate in the
Plan immediately upon reemployment.

                                       19

<PAGE>

2.3.2    VESTED PARTICIPANTS RETAIN SERVICE:

For purposes of eligibility to participate, a Participant who is reemployed
after a Fully Vested Separation or Partially Vested Separation shall retain
credit for his or her Years of Service prior to such termination of Employment
without regard to the length of his or her absence from Employment. If such
Participant returns to Employment, he or she shall become eligible to
participate immediately upon reemployment.

2.4      TERMINATION OF PARTICIPATION:

A Participant shall cease to be a Participant:

         (A)      upon his or her death;

         (B)      upon the payment to him or her of all nonforfeitable benefits
due to him or her under the Plan, whether directly or by the purchase of an
Annuity Contract; or

         (C)      upon his or her Nonvested Separation.

2.5      CORRECTIONS WITH REGARD TO PARTICIPATION:

If an error is made with regard to any individual's participation in the Plan,
the error may be corrected as provided in this Section 2.5.

2.5.1    OMISSION OF PARTICIPANT:

If in any Plan Year an Eligible Employee who should have been included as a
Participant in the Plan is erroneously omitted or if an administrative error
results in a Participant's Account not being properly credited with any
contributions or earnings hereunder, the error may be corrected as provided in
this Section 2.5.1. Solely for purposes of restoring an affected Participant's
Account to the position that the Account would have been in if no error had been
made, the Employer may make additional contributions to such Participant's
Account or contributions may be reallocated among the Accounts of affected
Participants.

2.5.2    ERRONEOUS INCLUSION IN PLAN:

If in any Plan Year any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made, the
amount contributed on behalf of such ineligible person shall (together with any
earnings or losses) constitute a forfeiture for the Plan Year in which the
discovery is made, except for any Pre-Tax or Employee After-Tax Contributions,
which shall be distributed to such ineligible person.

2.5.3    EPCRS CORRECTION:

An error described in this Section 2.5 shall be corrected using any appropriate
correction method permitted under the Employee Plans Compliance Resolution
System (or any successor procedure), as determined by the Plan Administrator in
its discretion.

2.5.4    EMPLOYER AND PLAN ADMINISTRATOR RESPONSIBLE FOR CORRECTION:

The Employer and Plan Administrator shall be responsible for taking any and all
actions as required by this Section 2.5.

2.6      PROVISION OF INFORMATION:

Each Employee shall execute such forms as may reasonably be required by the Plan
Administrator in its discretion, and shall make available to the Plan
Administrator any information the Plan Administrator may

                                       20

<PAGE>

reasonably request in this regard. By virtue of his or her participation in this
Plan, an Employee agrees, on his or her own behalf and on behalf of all persons
who may have or claim any right by reason of the Employee's participation in the
Plan, to be bound by all provisions of the Plan.

2.7      WAIVER OF PRE-TAX PARTICIPATION:

In the manner prescribed by the Plan Administrator, an Employee may make a
one-time irrevocable election upon the Employee's commencement of employment
with the Employer or upon the Employee's Entry Date not to be eligible to make a
cash or deferred election under the Plan or any other plans maintained by the
Employer. Such election shall be consistent with Treasury Regulation
1.401(k)-1(a)(3)(iv). An Employee who makes a one-time irrevocable election(3)
under this Section shall not be taken into account for purposes of the ADP Test.

2.8      WAIVER OF MATCHING CONTRIBUTIONS AND EMPLOYEE AFTER-TAX CONTRIBUTIONS:

In the manner prescribed by the Plan Administrator, an Employee may make a
one-time irrevocable election upon the Employee's commencement of employment
with the Employer or upon the Employee's Entry Date not be to eligible to make
Employee After-Tax Contributions or to receive allocations of Matching
Contributions or Safe Harbor Matching Contributions under the Plan or any other
plans maintained by the Employer. An Employee who makes a one-time irrevocable
election(4) under this Section shall not be taken into account for purposes of
the ACP Test.

2.9      WAIVER OF OTHER CONTRIBUTIONS:

In the manner prescribed by the Plan Administrator, an Employee may make a
one-time irrevocable election upon the Employee's commencement of employment
with the Employer or upon the Employee's Entry Date not to be eligible to have
any Profit Sharing, Target Benefit, Money Purchase, Qualified Nonelective or
Safe Harbor Nonelective Contributions applicable, made on his or her behalf.

2.10     USERRA - CREDITING SERVICE:

For eligibility and vesting purposes, absence from employment on account of a
leave of absence for service in the United States uniformed armed services will
be counted as employment with an Employer if the Employee's reemployment rights
are protected under USERRA. In addition, if the Employee returns to service with
the Employer within the period during which his reemployment rights are
protected under USERRA, the period between the end of his or her active duty
period and his or her return to employment by the Employer will be considered
service with the Employer. If the Employee does not return to active employment
with the Employer, his Service will be deemed to have ceased on the earliest
date permitted under applicable law. This Section 2.10 is effective as of
December 12, 1994.

--------------------------
(3) For purposes of the ADP Test, an election will not be treated as a one-time
irrevocable election for purposes of Section 2.7 if the election is made by an
Employee who previously became eligible under another plan (whether or not the
plan has terminated) of the Employer.

(4) For purposes of the ACP Test, an election will not be treated as a one-time
irrevocable election for purposes of Section 2.8 if the election is made by an
Employee who previously became eligible under another plan (whether or not
terminated) of the Employer.

                                       21

<PAGE>

                                  ARTICLE III
                      CONTRIBUTIONS AND ACCOUNT ALLOCATIONS

3.1      EMPLOYER CONTRIBUTIONS AND ALLOCATIONS:

3.1.1    PROFIT SHARING CONTRIBUTIONS:

If the Plan is a profit-sharing plan, the Employer will contribute cash and/or
Qualifying Employer Securities to the Trust Fund, in such amount, if any, as
specified in the Adoption Agreement and, with respect to Qualifying Employer
Securities, as is consistent with Sections 10.4.2 and 10.4.3. Profit sharing
contributions for a Plan Year will be allocated no later than as of the last day
of the Plan Year to the Accounts of Participants eligible for an allocation in
the manner specified in the Adoption Agreement.

3.1.2    MONEY PURCHASE CONTRIBUTIONS:

If the Plan is a money purchase pension plan, the Employer will contribute cash
to the Trust Fund in such amount (equal to a percentage of the Compensation of
each Participant eligible for an allocation of money purchase contributions for
that Plan Year) as specified in the Adoption Agreement. Money purchase
contributions for the Plan Year will be allocated no later than as of the last
day of the Plan Year to the Accounts of Participants eligible for an allocation
in the manner specified in the Adoption Agreement.

3.1.3    TARGET BENEFIT CONTRIBUTIONS:

If the Plan is a target benefit plan, the Employer will contribute cash to the
Trust Fund in such amount as specified in the Adoption Agreement. The amount
contributed with respect to the targeted benefit of each Participant eligible
for an allocation for that Plan Year will be allocated no later than as of the
last day of the Plan Year to the Accounts of Participants eligible for an
allocation in the manner specified in the Adoption Agreement.

3.1.4    CONTRIBUTIONS ON BEHALF OF DISABLED PARTICIPANTS:

If the Primary Employer elects in the Adoption Agreement to make Profit Sharing,
Money Purchase or Target Benefit Contributions on behalf of a Participant whose
Employment terminated due to Disability, "Compensation" shall mean, with respect
to such Participant, the Compensation he or she would have received for the
entire Plan Year or calendar year in which the Disability occurred if he or she
had been paid for such year at the rate at which he or she was being paid
immediately prior to such Disability. Contributions made with respect to such
Compensation shall be nonforfeitable and continued for all Participants whose
Employment terminates due to Disability.

3.1.5    PERMITTED DISPARITY:

         (A)      Limited to One Plan:

         If an Employer has adopted more than one Qualified Plan, only one such
Qualified Plan may be subject to the permitted disparity rules (integrated with
Social Security).

         (B)      Cumulative Permitted Disparity Limit:

         Effective for Plan Years beginning on or after January 1, 1995, the
cumulative permitted disparity limit for a Participant is 35 total cumulative
permitted disparity years. Total cumulative permitted years means the number of
years credited to the Participant for allocation or accrual purposes under this
Plan, any other qualified plan or simplified employee pension plan (whether or
not terminated) ever maintained by the Employer. 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

                                       22

<PAGE>

benefit or target benefit plan for any year beginning on or after January 1,
1994, the Participant has no cumulative disparity limit.

3.1.6    CONTRIBUTIONS PROVIDED BY LEASING ORGANIZATION:

For purposes of the Plan, contributions provided by the "leasing organization"
referred to in Section 1.57 of a Leased Employee which are attributable to
services performed for the recipient Employer shall be treated as provided by
the recipient Employer.

3.1.7    SHORT PLAN YEARS:

If a Participant's allocation of any contribution, including Matching
Contributions, is conditioned on the completion of a specified number of Hours
of Service during a Plan Year, and if there is a Plan Year of fewer than 12
months, the specified number of Hours of Service required for such short Plan
Year shall equal the product of the number of Hours of Service otherwise
specified in the Adoption Agreement for contribution purposes multiplied by a
fraction, the numerator of which is the number of months in the short Plan Year
and the denominator of which is 12.

3.1.8    PLAN YEAR TO WHICH CONTRIBUTIONS ARE DEEMED TO BE MADE:

A contribution shall be deemed to be made for the Plan Year the Employer
designates for the contribution; provided that for purposes of Code Sections
401(a)(4), 401(k), 401(m), 415, or 404 a contribution will not be treated as
having been made for a Plan Year if the contribution is actually made after a
deadline for such Plan Year as required by the applicable Code Section. For
example, for purposes of an Employer's deduction under Code Section 404, a
contribution for a Plan Year may be deemed to be made on the last day of that
Plan Year even if it is contributed to the Plan after the end of the Plan Year
as long as it is contributed before the due date for the Employer's federal
income tax or information return for the taxable year of the Employer ending
with or within the Plan Year (including extensions). For purposes of Section 3.9
(the Code Section 415 annual additions limitation), a contribution will not be
deemed to be credited to a Participant's Account for a Limitation Year unless
the contribution is actually made no later than 30 days after the due date for
the Employer's federal income tax or information return for the taxable year
that ends with or within the Limitation Year (including extensions) (or 30 days
after the end of the Limitation Year in the case of Employee After-Tax
Contributions), unless otherwise provided in the regulations under Code Section
415 or other IRS guidance. A contribution deemed to be made for a Plan Year but
actually contributed after the end of the Plan Year shall be deemed to be
allocated as of the last day of such Plan Year.

3.1.9    COLLECTIVELY BARGAINED EMPLOYEES

Notwithstanding any provision of the Plan to the contrary, if contributions are
made under the Plan on behalf of Employees covered by a collective bargaining
agreement where Plan benefits were the subject of good faith bargaining, the
provisions of the Plan as otherwise reflected in the Plan and the Adoption
Agreement shall apply to all such Employees, unless otherwise specified in
Appendix C to the Adoption Agreement.

3.2      EMPLOYEE AFTER-TAX CONTRIBUTIONS:

         (A)      Employee After-Tax Contribution Election. If the Primary
Employer elects in the Adoption Agreement to provide for Employee After-Tax
Contributions, subject to the limitations contained in Section 3.6 (the ACP
Test) and Section 3.9 (the Code Section 415 limitation), the Employer will
contribute cash to the Trust Fund in an amount equal to:

                  (i)      the specific dollar amount, or the specific
percentage multiplied by each Participant's Compensation, as specified on the
Participant's Employee After-Tax Election form; or

                  (ii)     a bonus contribution made under Section 3.2(C)

                                       23

<PAGE>

         (B)      Election Procedure. The amount elected by a Participant in
accordance with an Employee After-Tax Election shall be determined within the
limits specified in the Adoption Agreement. The Employee After-Tax Election
shall be made on a form provided by the Plan Administrator or under an automatic
enrollment procedure (such as a negative election procedure) approved by the
Plan Administrator but no election shall be effective prior to approval by the
Plan Administrator. The Plan Administrator may reduce the amount of any Employee
After-Tax Contribution, or make such other modifications as necessary, so that
the Plan complies with the provisions of the Code. A Participant's Employee
After-Tax Election shall remain in effect until modified or terminated.
Modification or termination of an Employee After-Tax Election shall be made at
such time as specified in the Adoption Agreement.

         (C)      Contributions of Bonus Amounts. If elected by the Primary
Employer in the Adoption Agreement, a Participant may make an Employee After-Tax
Election to have an amount withheld up to the amount of any bonus payable for
such Plan Year and direct the Employer to contribute the amount so withheld to
his or her Employee After-Tax Contribution Account.

3.3      ROLLOVER CONTRIBUTIONS:

Any Eligible Employee or Participant may make a Rollover Contribution under the
Plan or direct the Plan Administrator to direct the Trustee to accept a direct
Rollover Contribution (in accordance with Code Section 401(a)(31)) from another
Eligible Retirement Plan. A Rollover Contribution shall be in cash or in other
property acceptable to the Trustee.

The Plan shall not accept a Rollover Contribution attributable to any
accumulated QVECs, any after tax contributions, or any other amounts that are
not Eligible Rollover Distributions. The Trustee may condition acceptance of a
Rollover Contribution upon receipt of such documents as it may require. The Plan
Administrator, in its discretion, may determine whether an amount constitutes a
valid Rollover Contribution.

If the Plan Administrator, in its discretion, determines at any time that an
amount that is to be contributed by an Employee does not meet the requirements
for a Rollover Contribution to this Plan, the Plan Administrator may refuse to
accept such amount as a Rollover Contribution. If an Employee makes a
contribution under this Section 3.3 intended to be a Rollover Contribution and
the Plan Administrator, in its discretion, determines that the contribution did
not qualify as a Rollover Contribution, the Trustee shall distribute the entire
balance in the Employee's Rollover Contributions Account attributable to such
invalid Rollover Contribution to the Employee as soon as practicable after the
Plan Administrator's determination.

This Section only applies in the context of Rollover Contributions and does not
apply in the context of business transactions such as corporate mergers and
acquisitions, or other trust-to-trust transfers under Code Section 414(l).

3.4      SECTION 401(k) CONTRIBUTIONS AND ACCOUNT ALLOCATIONS:

3.4.1    PRE-TAX CONTRIBUTIONS:

         (A)      Pre-Tax Contribution Election. If the Primary Employer elects
in the Adoption Agreement to provide for Pre-Tax Contributions, subject to the
limitations contained in Section 3.4.2(B) (the ADP Test) and Section 3.9 (the
Code Section 415 limitation), the Employer will contribute cash to the Trust
Fund in an amount equal to:

                  (i)      the specific dollar amount, or the specific deferral
percentage multiplied by each Participant's Compensation, as specified on the
Participant's Pre-Tax Election form; or

                  (ii)     a bonus contribution made under Section 3.4.1(C).

         (B)      Election Procedure. The amount elected by a Participant in
accordance with a Pre-Tax Election shall be determined within the limits
specified in the Adoption Agreement. The Pre-Tax Election shall be made on a

                                       24

<PAGE>

form provided by the Plan Administrator or under an automatic enrollment
procedure (such as a negative election procedure) approved by the Plan
Administrator but no election shall be effective prior to approval by the Plan
Administrator. The Plan Administrator may reduce the amount of any Pre-Tax
Election, or make such other modifications as necessary, so that the Plan
complies with the provisions of the Code. A Participant's Pre-Tax Election shall
remain in effect until modified or terminated. Modification or termination of a
Pre-Tax Election shall be made at such time as specified in the Adoption
Agreement.

         (C)      Deferrals of Bonus Amounts. If elected by the Primary Employer
in the Adoption Agreement, an Eligible Employee may make a Pre-Tax Election to
have an amount withheld up to the amount of any bonus payable for such Plan Year
and direct the Employer to contribute the amount so withheld to his or her
Pre-Tax Contribution Account.

3.4.2    LIMITATION ON PRE-TAX CONTRIBUTIONS:

         (A)      Maximum Amount of Pre-Tax Contributions and Distribution of
Excess Pre-Tax Contributions.

                  (i)      Code Section 402(g) Limit. No Participant shall be
permitted to have Pre-Tax Contributions made under this Plan, or any other
Qualified Plan maintained by the Employer, during any calendar year in excess of
the dollar limitation contained in Code Section 402(g) in effect at the
beginning of the such calendar year.

                  (ii)     Claims. A Participant may assign to this Plan any
Excess Pre-Tax Contributions made during the calendar year by notifying the Plan
Administrator on or before March 15th of the amount of the Excess Pre-Tax
Contributions to be assigned to the Plan. A Participant is deemed to notify the
Plan Administrator of any Excess Pre-Tax Contributions that arise by taking into
account only those Pre-Tax Contributions made to this Plan and any other plans
of the Employer or of an Affiliate.

                  (iii)    Distributions of Excess Pre-Tax Contributions.
Notwithstanding any other provision of the Plan, Excess Pre-Tax Contributions,
plus any income and minus any loss allocable thereto, will be distributed no
later than the April 15(5) following the calendar year in which the Excess
Pre-Tax Contributions were made to any Participant to whose Account Excess
Pre-Tax Contributions were assigned for the preceding year and who claims Excess
Pre-Tax Contributions for such taxable year. Excess Pre-Tax Contributions shall
be treated as Annual Additions. Excess Pre-Tax Contributions of Non-Highly
Compensated Participants are not taken into account for purposes of the ADP
Test.

                  (iv)     Determination of Income or Loss. Excess Pre-Tax
Contributions shall be adjusted for income or loss up to the date of
distribution. The income or loss allocable to Excess Pre-Tax Contributions is
the sum of:

                           (1) the income or loss allocable to the Participant's
Pre-Tax Contributions Account for the calendar year in which the Excess Pre-Tax
Contribution occurred multiplied by a fraction, the numerator of which is the
Participant's Excess Pre-Tax Contributions for that calendar year and the
denominator of which is the Participant's Account balance in the Pre-Tax
Contributions Account as of the first day of that calendar year without regard
to any income or loss occurring during that calendar year; and

                           (2) ten percent of the amount determined under (1)
above multiplied by the number of whole calendar months between the end of the
calendar year in which the Excess Pre-Tax Contribution occurred and the date of
distribution, counting the month of distribution if distribution occurs after
the 15th of such month.

-----------------------------
(5) Excess Pre-Tax Contributions that are not distributed by such date may not
be distributed until the date that Pre-Tax Contributions may otherwise be
distributed. In that event, the Excess Pre-Tax Contributions are includible in
the Participant's gross income both in the year contributed and in the year
distributed.

                                       25

<PAGE>

                  Anything in the preceding paragraph of this Section
3.4.2(A)(iv) to the contrary notwithstanding, any reasonable method for
computing the income or loss allocable to Excess Pre-Tax Contributions may be
used, provided that such method is used consistently for all Participants and
for all corrective distributions under the Plan for the Plan Year, and is used
by the Plan for allocating income or loss to Participants' Accounts. Income or
loss allocable to the period between the end of the calendar year in which the
Excess Pre-Tax Contribution occurred and the date of distribution may be
disregarded in determining income or loss.

         (B)      ADP Test.

                  The ADP Test determines the maximum amount of Highly
Compensated Employee ADP Contribution Amounts (generally Pre-Tax Contributions)
that can be made to the Plan in accordance with the non-discrimination
requirements of Code Section 401(k).

                  (i)      Definitions.

                           (1) Actual Deferral Percentage. The ratio of (1) the
ADP Contribution Amounts actually paid over to the Trust for the Plan Year on
behalf of any Participant who was an Active Participant at any time during the
Plan Year to (2) such Participant's CODA Compensation for the Plan Year.

                           (2) ADP Contribution Amounts. ADP Contribution
Amounts include (1) any Pre-Tax Contributions made pursuant to the Participant's
Pre-Tax Election (including Excess Pre-Tax Contributions of Highly Compensated
Employees), but excluding (a) Excess Pre-Tax Contributions of Nonhighly
Compensated Employees that arise solely from Pre-Tax Contributions made under
the Plan or plans of the Employer or an Affiliate and (b) Pre-Tax Contributions
that are taken into account in the ACP Test (provided that ADP test is satisfied
both with and without exclusion of these Pre-Tax Contributions); and (2)
Qualified Nonelective Contributions and Qualified Matching Contributions that
are designated by the Plan Administrator (including through the Adoption
Agreement) to be taken into account in the ADP Test.

                           (3) Average Deferral Percentage or ADP. For a
specified group of eligible Participants for the Plan Year, the average of the
Participants' Actual Deferral Percentages. For purposes of computing the Average
Deferral Percentages, except as provided in Section 2.7, any otherwise eligible
Participant who elects not to defer or who is suspended from making deferrals
due to a distribution shall be treated as an eligible Participant on whose
behalf no Pre-Tax Contributions are made.

                  (ii)     Prior Year Testing.

                  Except as provided in Section 3.16 (Safe Harbor Method CODA),
the ADP for a Plan Year for Participants who are Highly Compensated Employees
for each Plan Year and the prior Plan Year's ADP for Participants who were
Nonhighly Compensated Employees for the prior Plan Year must satisfy one of the
following tests:

                           (1) The ADP for a Plan Year for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the prior Plan
Year's ADP for Participants who were Nonhighly Compensated Employees for the
prior Plan Year multiplied by 1.25; or

                           (2) The ADP for a Plan Year for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the lesser of
(i) the prior Plan Year's ADP for Participants who were Nonhighly Compensated
Employees for the prior Plan Year multiplied by 2.0 and (ii) the ADP for
Participants who were Nonhighly Compensated Employees in the prior Plan Year
plus two percentage points.

                  For the first Plan Year that the Plan permits any Participant
to make Pre-Tax Contributions, and if this is not a successor plan, then for
purposes of the foregoing tests, the prior Plan Year's Nonhighly Compensated
Employees' ADP shall be 3 percent, unless the Primary Employer has elected in
the Adoption Agreement, before the end of the Plan Year, to use the Plan Year's
ADP for these Participants.

                                       26

<PAGE>

                  (iii)    Current Year Testing.

                           (1) If elected by the Primary Employer in the
Adoption Agreement, the ADP Tests in subparagraph (B)(ii)(1) and (2), above,
will be applied by comparing the current Plan Year's ADP for Participants who
are Highly Compensated Employees with the current Plan Year's ADP for
Participants who are Nonhighly Compensated Employees.

                           (2) Once made, this current year testing election can
only be changed by an election in the Adoption Agreement and the requirements
for changing to Prior Year Testing set forth in Notice 98-1 (or superseding
guidance) are satisfied.(6)

         (C)      Special Actual Deferral Percentage Rules.

                  (i)      Participation in Two or More Plans. The Actual
Deferral Percentage for any Participant who is a Highly Compensated Employee for
the Plan Year and who is eligible to have ADP Contribution Amounts allocated to
his or her accounts under two or more CODAs that are maintained by the Employer
shall be determined as if all such ADP Contribution Amounts were made under a
single arrangement. If a Highly Compensated Employee participates in two or more
CODAs that have different Plan Years, all cash or deferred arrangements ending
with or within the same calendar year shall be treated as a single arrangement.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under Code Section 401(k) and the regulations and
other IRS guidance issued thereunder.(7)

                  (ii)     Aggregation. If this Plan satisfies the requirements
of Code Sections 401(k), 401(a)(4) or 410(b) only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such
sections of the Code only if aggregated with this Plan, then this Section 3.4.2
shall be applied by determining the Actual Deferral Percentages of Employees as
if all such plans were a single plan. Any adjustments to the Nonhighly
Compensated Employee ADP for the prior year will be made in accordance with
Notice 98-1 and any superseding guidance, unless the Primary 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.

                  (iii)    Timing of Contributions. For purposes of the ADP
Test, Pre-Tax Contributions, Qualified Matching Contributions, and Qualified
Nonelective Contributions must be made before the end of the 12-month period
immediately following the Plan Year to which the contributions relate.

                  (iv)     Records. The Employer shall maintain records
sufficient to demonstrate satisfaction of the ADP Test and the amount of
Qualified Nonelective Contributions or Qualified Matching Contribution, or both,
used in such test.

                  (v)      Other Requirements. The determination and treatment
of the Pre-Tax Contributions, Qualified Matching Contributions, and Qualified
Nonelective Contributions used in the ADP Test shall satisfy such other
requirements as may be prescribed by the Secretary.

----------------------
(6) Generally, the Plan may change from using the current year testing method to
the Prior Year Testing method if the current year testing method was used under
the Plan for each of the five Plan Years preceding the Plan Year of the change
(or if lesser, the number of Plan Years the Plan has been in existence,
including years in which the Plan was a portion of another plan). A change may
also be permitted in the context of certain business acquisitions. Notification
to or filing with the IRS of a change from the current year to the Prior Year
Testing method is not required for the change to be valid.

(7) Generally, an arrangement must be treated as a separate plan for purposes of
Code Section 401(k)(3) to the extent it covers employees covered by a collective
bargaining agreement, is an employee stock ownership plan, or covers employees
of a qualified separate line of business under Code Section 414(r).

                                       27

<PAGE>

         (D)      Distribution of Excess Contributions

                  (i)      Excess Contributions. The term "Excess Contributions"
means with respect to any Plan Year, the excess of:

                           (1) The aggregate amount of ADP Contribution Amounts
actually taken into account in computing the ADP of Highly Compensated Employees
for such Plan Year, over

                           (2) The maximum amount of ADP Contribution Amounts
permitted by the ADP Test (determined by hypothetically reducing contributions
made on behalf of Highly Compensated Employees in order of the ADPs, beginning
with the highest of such percentages)

                  (ii)     General Rules. Notwithstanding any other provision of
the Plan except Section 3.4.2(E), Excess Contributions, plus any income and
minus any loss allocable thereto, shall be distributed no later than the last
day of each Plan Year to Participants to whose Accounts such Excess
Contributions were allocated for the preceding Plan Year.(8) Effective for Plan
Years beginning after December 31, 1996, Excess Contributions are allocated to
the Highly Compensated Employees with the largest ADP Contribution Amounts taken
into account in calculating the ADP Test for the year in which the excess arose,
beginning with the Highly Compensated Employee with the largest amount of such
ADP Contribution Amounts and continuing in descending order until all the Excess
Contributions have been allocated. For purposes of the preceding sentence, the
"largest amount" is determined after distribution of any Excess Contributions.
Excess Contributions shall be treated as Annual Additions under the Plan. In
making distributions, the Plan Administrator shall distribute Excess
Contributions in the following order: first, Pre-Tax Contributions with respect
to which no Matching Contributions were made; and second, Pre-Tax Contributions
with respect to which Matching Contributions were made.

                  (iii)    Determination of Income or Loss. Excess Contributions
shall be adjusted for any income or loss up to the date of distribution. The
income or loss allocable to Excess Contributions is the sum of:

                           (1) the income or loss allocable to the Participant's
Pre-Tax Contributions Account (and, if applicable, the Qualified Nonelective
Contributions Account or the Qualified Matching Contributions Account or both)
for the calendar year in which the Excess Contributions occurred multiplied by a
fraction, the numerator of which is such Participant's Excess Contributions for
the Plan Year and the denominator is the Participant's Account balance
attributable to ADP Contribution Amounts as of the first day of the Plan Year
without regard to any income or loss occurring during such Plan Year; and

                           (2) ten percent of the amount determined under (1)
above multiplied by the number of whole calendar months between the end of the
Plan Year and the date of distribution, counting the month of distribution if
distribution occurs after the 15th of such month.

                  Anything in the preceding paragraph of this Section
3.4.2(D)(iii) to the contrary notwithstanding, any reasonable method for
computing the income or loss allocable to Excess Contributions may be used,
provided that such method is used consistently for all Participants and for all
corrective distributions under the Plan for the Plan Year, and is used by the
Plan for allocating income or loss to Participant's Accounts. Income or loss
allocable to the period between the end of the Plan Year in which the Excess
Contributions occurred and the date of distribution may be disregarded in
determining income or loss.

         (E)      Qualified Nonelective Contributions and Qualified Matching
Contributions. In lieu of (or in addition to) distributing Excess Contributions
under the preceding provisions of Section 3.4.2(D), and as

------------------------
(8) Distribution of Excess Contributions on or before the last day of the Plan
Year after the Plan Year in which such excess amounts arose is required under
Code Section 401(k)(8) if the Plan is to maintain its tax-qualified status.
However, if such excess amounts, plus any income and minus any loss allocable
thereto, are distributed more than 2-1/2 months after the last day of the Plan
Year in which such excess amounts arose, then Code Section 4979 imposes a 10%
excise tax on the Employer maintaining the plan with respect to such amounts.

                                       28

<PAGE>

provided in Sections 3.12 and 3.13, the Employer may make special Qualified
Nonelective Contributions and/or Qualified Matching Contributions on behalf of
Nonhighly Compensated Employees that are sufficient to satisfy the ADP Test. If
the Employer elects to use the prior Plan Year testing method in subparagraph
(B)(ii) above, Qualified Nonelective Contributions and/or Qualified Matching
Contributions must be allocated as of a date within the prior Plan Year and must
actually be paid to the Trust no later than the end of the 12-month period
following the end of the Plan Year to which the contribution relates.(9)

3.5      MATCHING CONTRIBUTIONS:

         (A)      General Rule. If elected by the Primary Employer in the
Adoption Agreement, the Employer may make Matching Contributions to the Plan.
Such contributions shall be made at such time or times as the Primary Employer
selects in the Adoption Agreement. Matching Contributions shall, if forfeitable
in accordance with Article IV (vesting) and/or Code Section 411(a)(3)(G)(10), be
forfeited to the extent that they are attributable to contributions distributed
under Section 3.4.2(D) ("Distribution of Excess Contributions").

         (B)      Change in Rate of Contribution. If the Primary Employer has
elected in the Adoption Agreement to have Matching Contributions made on other
than a payroll-by-payroll basis, no change in the Employer's Matching
Contribution rate made during a Plan Year shall reduce the Matching Contribution
allocable for the Plan Year of the change to any Participant who satisfied the
Plan's conditions for receiving a Matching Contribution for the Plan Year of the
change.

3.6      LIMITATION ON CONTRIBUTION PERCENTAGE:

         (A)      ACP Test.

                  The ACP Test determines the maximum amount of Highly
Compensated Employee ACP Contribution Amounts (generally Employee After-Tax
Contributions and Matching Contributions) that can be made to the Plan in
accordance with the non-discrimination requirements of Code Section 401(m).

                  (i)      Definitions.

                           (1) Actual Contribution Percentage. The ratio of (1)
the ACP Contribution Amounts actually paid over to the Trust on behalf of any
Participant who was an Active Participant at any time during the Plan Year to
(2) such Participant's CODA Compensation for the Plan Year.

                           (2) ACP Contribution Amounts. ACP Contribution
Amounts include (1) the sum of the Employee After-Tax Contributions, Matching
Contributions, Safe Harbor Matching Contributions, and Qualified Matching
Contributions (to the extent not taken into account for purposes of the ADP
Test) made under the Plan on behalf of the Participant for the Plan Year, but
excluding Matching Contributions that are forfeited either to correct Excess
Aggregate Contributions or because the contributions to which they relate are
Excess Pre-Tax Contributions, or Excess Aggregate Contributions; and (2)
Qualified Nonelective Contributions designated by the Plan Administrator to be
taken into account in applying the ACP Test. The Primary Employer also may elect
to use Pre-Tax Contributions in the ACP Contribution Amounts so long as the ADP
Test is met before the Pre-Tax Contributions are used in the ACP Test and
continues to be met following the exclusion of those Pre-Tax Contributions that
are used to meet the ACP Test.

----------------------
(9) Any such contributions must be made by the date described in Treasury
Regulations 1.415-6(b)(7)(ii) in order to be treated as Annual Additions for the
prior Limitation Year. Generally, this period ends 30 days after the time
prescribed by law for filing the tax return for the taxable year of the Employer
with or within which the prior Limitation Year ends (including extensions
thereof).

(10) Under Code Section 411(a)(3)(G), a matching contribution is not treated as
being impermissibly forfeitable if it is forfeitable because the contribution to
which it relates is an Excess Aggregate Contribution, an Excess Pre-Tax
Contribution, or an Excess Contribution.

                                       29

<PAGE>

                           (3) Average Contribution Percentage or ACP. For a
specified group of eligible Participants for the Plan Year, the average of the
Participants' Actual Contribution Percentages. For purposes of computing the
Average Contribution Percentage, except as provided in Section 2.8, any
otherwise eligible Participant who elects not to make Employee After-Tax
Contributions or to be eligible to receive allocations of Matching
Contributions, shall be treated as an eligible Participant on whose behalf no
Employee After-Tax or Matching Contributions are made.

                  (ii)     Prior Year Testing.

                  Except as provided in Section 3.16 (Safe Harbor Method CODA),
the ACP for a Plan Year for Participants who are Highly Compensated Employees
for each Plan Year and the prior Plan Year's ACP for Participants who were
Nonhighly Compensated Employees for the prior Plan Year must satisfy one of the
following tests:

                           (1) the ACP for a Plan Year for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the prior Plan
Year's ACP for Participants who were Nonhighly Compensated Employees for the
prior Plan Year multiplied by 1.25; or

                           (2) the ACP for a Plan Year for Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the lesser of
(i) the prior Plan Year's ACP for Participants who are Nonhighly Compensated
Employees for the prior Plan Year multiplied by 2.0 and (ii) the ACP for
Participants who were Nonhighly Compensated Employees in the prior Plan Year
plus two percentage points.

                  For the first Plan Year that the Plan permits any Participant
to make Employee After-Tax Contributions, provides for Matching Contributions or
both, and if this is not a successor plan, then for purposes of the foregoing
tests, the prior Plan Year's Nonhighly Compensated Employees' ACP shall be 3
percent unless the Primary Employer has elected in the Adoption Agreement,
before the end of the Plan Year, to use the Plan Year's ACP for these
Participants.

                  (iii)    Current Year Testing.

                           (1) If elected by the Primary Employer in the
Adoption Agreement, the ACP Tests in subparagraphs (A)(ii)(1) and (2), above,
will be applied by comparing the current Plan Year's ACP for Participants who
are Highly Compensated Employees for each Plan Year with the current Plan Year's
ACP for Participants who are Nonhighly Compensated Employees.

                           (2) Once made, this current year testing election can
only be changed by an election in the Adoption Agreement and the requirements
for changing to prior year testing set forth in Notice 98-1 (or superseding
guidance) are satisfied.(11)

         (B)      Special Actual Contribution Percentage Rules.

                  (i)      Participation in Two or More Plans. The Actual
Contribution Percentage for any Participant who is a Highly Compensated Employee
for the Plan Year and who is eligible to have ACP Contribution Amounts allocated
to his or her account under two or more such plans described in Code Section
401(a), or CODAs that are maintained by the Employer, shall be determined as if
all such ACP Contribution Amounts were made under a single arrangement. If a
Highly Compensated Employee participates in two or

---------------------
(11) Generally, the Plan may change from using the current year testing method
to the Prior Year Testing method if the current year testing method was used
under the Plan for each of the five Plan Years preceding the Plan Year of the
change (or if lesser, the number of Plan Years the Plan has been in existence,
including years in which the Plan was a portion of another plan). A change may
also be permitted in the context of certain business acquisitions. Notification
to or filing with the IRS of a change from the current year to the Prior Year
testing method is not required for the change to be valid.

                                       30

<PAGE>

more such plans described in Code Section 401(a) or CODAs that have different
Plan Years, all plans ending with or within the same calendar year shall be
treated as a single arrangement. Notwithstanding the foregoing, certain plans
shall be treated as separate if mandatorily disaggregated under Code Section
401(m) and the regulations and other IRS guidance issued thereunder.(12)

                  (ii)     Aggregation. If this Plan satisfies the requirements
of Code Sections 401(m), 401(a)(4) or 410(b) only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such
sections of the Code only if aggregated with this Plan, then this Section 3.6
shall be applied by determining the Actual Contribution Percentages of Employees
as if all such plans were a single plan. Any adjustments to the Nonhighly
Compensated Employee ACP for the prior year will be made in accordance with
Notice 98-1 and any superseding guidance, unless the Primary 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(m) only if they have the
same Plan Year and use the same ACP testing method.

                  (iii)    Timing of Contributions. For purposes of the ACP
Test, Employee After-Tax Contributions are considered to have been made in the
Plan Year for which contributed to the Trust. Matching Contributions, Qualified
Matching Contributions, Qualified Nonelective Contributions must be made before
the end of the 12-month period immediately following the Plan Year to which the
contributions relate.

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

                  (v)      Pre-Tax Contributions. At the discretion of the
Employer, Pre-Tax Contributions may be used to satisfy the ACP Test. If Pre-Tax
Contributions are used in the ACP Test, the ADP Test must be met before the
Pre-Tax Contributions are so used and the ADP Test must continue to be met
following the exclusion of those Pre-Tax Contributions that are used in the ACP
Test.

                  (vi)     Other Requirements. The determination and treatment
of Matching Contributions, Employee After-Tax Contributions, Qualified Matching
Contributions and Qualified Nonelective Contributions used in the ACP Test shall
satisfy such other requirements as may be prescribed by the Secretary.

         (C)      Multiple Use.

                  (i)      The multiple use test described in this Section
3.6(C) applies to determine the extent to which the alternative limitations in
Section 3.4.2(B)(ii)(2) and Section 3.6(A)(ii)(2) are both utilized. In applying
the multiple use limitation, the ADP and ACP of the Highly Compensated Employees
are determined after any corrections required to meet the ADP Test and the ACP
Test and are deemed to be the maximum permitted under such tests for the Plan
Year.

                  (ii)     If one or more Highly Compensated Employees
participate in both a CODA and a plan subject to the ACP Test maintained by the
Employer and the sum of the ADP and ACP of those Highly Compensated Employees
subject to either or both tests exceeds the Aggregate Limit (defined in
subparagraph (C)(iii), below), then the ACP of those Highly Compensated
Employees who also participate in a CODA will be reduced, so that the limit is
not exceeded. The amount by which each Highly Compensated Employee's ACP
Contribution Amounts is reduced shall be treated as an Excess Aggregate
Contribution.

                  (iii)    Multiple use does not occur if either the ADP of the
Highly Compensated Employees does not exceed 1.25 multiplied by the ADP of the
Nonhighly Compensated Employees or the ACP of the Highly Compensated Employees
does not exceed 1.25 multiplied by the ACP of the Nonhighly Compensated
Employees.

---------------------------
(12) Generally, an arrangement must be treated as a separate plan for purposes
of Code Section 401(m) to the extent it covers employees covered by a collective
bargaining agreement, is an employee stock ownership plan, or covers employees
of a qualified separate line of business under Code Section 414(r).

                                       31
<PAGE>

                  (iv)     The "Aggregate Limit" is the greater of the sum of
(1) and (2) below or the sum of (3) and (4) below:

                           (1) 125 percent of the greater of (a) the ADP of the
Nonhighly Compensated Employees for the prior Plan Year or (b) the ACP of
Nonhighly Compensated Employees for the prior Plan Year, and

                           (2) 2 plus the "lesser" of (1)(a) or (1)(b) above
(but in no event more than 200% of the lesser of (1)(a) or (1)(b) above).

                           (3) 125 percent of the lesser of (a) the ADP of the
Nonhighly Compensated Employees for the prior Plan Year or (b) the ACP of
Nonhighly Compensated Employees for the prior Plan Year, and

                           (4) 2 plus the greater of (3)(a) or (3)(b) above (but
in no event more than 200% of the greater of (3)(a) or (3)(b) above).

If the Primary 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 Nonhighly Compensated Employees' ADP and ACP for that Plan Year,
instead of for the prior Plan Year, is used.

         (D)      Forfeiture and/or Distribution of Excess Aggregate
Contributions.

                  (i)      Excess Aggregate Contributions. The term "Excess
Aggregate Contributions" means: With respect to any Plan Year, the excess of:

                           (1) The aggregate ACP Contribution Amounts actually
taken into account in computing the ACP of Highly Compensated Employees for such
Plan Year, over

                           (2) The maximum amount of such ACP Contribution
Amounts permitted by the ACP Test (determined by hypothetically reducing
contributions made on behalf of Highly Compensated Employees in the order of
their ACPs beginning with the highest of such percentages). Such determination
shall be made after first determining Excess Pre-Tax Contributions under Section
3.4.2 and then determining Excess Contributions under Section 3.4.2.

                  (ii)     General Rules. Notwithstanding any other provision of
the Plan, Excess Aggregate Contributions, plus any income and minus any loss
allocable thereto, shall be forfeited, if forfeitable(13), or if not
forfeitable, distributed no later than the last day of each Plan Year to
Participants to whose Accounts such Excess Aggregate Contributions were
allocated for the preceding Plan Year. (14) Effective for Plan Years beginning
after December 31, 1996, Excess Aggregate Contributions are allocated to the
Highly Compensated Employees with the largest ACP Contribution Amounts taken
into account in calculating the ACP Test for the year in which the excess arose,
beginning with the Highly Compensated Employee with the largest amount of such
ACP Contribution Amounts and continuing in descending order until all the Excess
Aggregate Contributions have been allocated. For purposes of the preceding
sentence, the "largest amount" is determined after distribution of

---------------------------
(13) Under Code Section 411(a)(3)(G) a matching contribution is not treated as
being impermissibly forfeitable if it is forfeitable because the contribution to
which it relates is an Excess Contribution, Excess Pre-Tax Contribution, or
Excess Aggregate Contribution.

(14) Distribution or forfeiture of Excess Aggregate Contributions on or before
the last day of the Plan Year after the Plan Year in which such excess amounts
arose is required under Code Section 401(m)(6) if the Plan is to maintain its
tax-qualified status. However, if such excess amounts, plus any income and minus
any loss allocable thereto, are distributed more than 2-1/2 months after the
last day of the Plan Year in which such excess amounts arose, then Code Section
4979 imposes a 10% excise tax on the Employer maintaining the plan with respect
to such amounts.

                                       32

<PAGE>

any Excess Aggregate Contributions. Excess Aggregate Contributions shall be
treated as Annual Additions under the Plan. In making distributions, the Plan
Administrator shall distribute and/or forfeit, if forfeitable, Excess Aggregate
Contributions in the following order: first, After-Tax Contributions with
respect to which no Matching Contributions were made; second, After-Tax
Contributions with respect to which Matching Contributions were made and the
Matching Contributions to which those After-Tax Contributions relate on a pro
rata basis; third, Matching Contributions and all other amounts, if any,
included in Excess Aggregate Contributions with respect to affected Highly
Compensated Employees.

                  (iii)    Determination of Income or Loss. Excess Aggregate
Contributions shall be adjusted for any income or loss up to the date of
distribution. The income or loss allocable to Excess Aggregate Contributions
allocated to each Participant is the sum of:

                           (1) income or loss allocable to the Participant's
Employee After-Tax Contribution Account, Matching Contribution Accounts, and, if
applicable, the Qualified Matching Contribution Account and Qualified
Nonelective Contribution Account for the Plan Year multiplied by a fraction, the
numerator of which is such Participant's Excess Aggregate Contributions for the
Plan Year and the denominator is the Participant's Account Balance(s)
attributable to ACP Contribution Amounts without regard to any income or loss
occurring during such Plan Year; and

                           (1) ten percent of the amount determined under (1)
multiplied by the number of whole calendar months between the end of the Plan
Year and the date of distribution, counting the month of distribution if
distribution occurs after the 15th of such month.

                  Anything in the preceding paragraph of this Section
3.6(D)(iii) to the contrary notwithstanding, any reasonable method for computing
the income or loss allocable to Excess Aggregate Contributions may be used,
provided that such method is used consistently for all Participants and for all
corrective distributions under the Plan for the Plan Year, and is used by the
Plan for allocating income or loss to Participants' Accounts. Income or loss
allocable to the period between the end of the Plan Year and the date of
distribution may be disregarded in determining income or loss.

                  (iv)     Forfeitures of Excess Aggregate Contributions.
Forfeitures of Excess Aggregate Contributions shall be treated as provided in
Section 3.7.

         (E)      Qualified Nonelective Contributions and Qualified Matching
Contributions. In lieu of (or in addition to) distributing Excess Aggregate
Contributions under the preceding provisions of Section 3.6, and as provided in
Sections 3.12 and 3.13, the Employer may make special Qualified Nonelective
Contributions and/or Qualified Matching Contributions on behalf of Nonhighly
Compensated Employees that are sufficient to satisfy the ACP Test. If the
Employer elects to use the prior Plan Year testing method in subparagraph
(A)(ii) above, Qualified Nonelective Contributions and/or Qualified Matching
Contributions must be allocated as of a date within the prior Plan Year and must
actually be paid to the Trust no later than the end of the 12-month period
following the end of the Plan Year to which the contribution relates.(15)

3.7      TREATMENT OF FORFEITURES:

Forfeitures for a Plan Year shall be applied as elected by the Primary Employer
in the Adoption Agreement.

--------------------
(15) Any such contributions must be made by the date described in Treasury
Regulations 1.415-6(b)(7)(ii) in order to be treated as Annual Additions for the
prior Limitation Year. Generally, this period ends 30 days after the time
prescribed by law for filing the tax return for the taxable year of the Employer
with or within which the prior Limitation Year ends (including extensions
thereof).

                                       33
<PAGE>

3.8      ESTABLISHING OF ACCOUNTS:

3.8.1    PRE-TAX CONTRIBUTIONS ACCOUNT:

A Pre-Tax Contributions Account shall be established for each Participant who
makes a Pre-Tax Election to which the Plan Administrator shall credit, or cause
to be credited, Pre-Tax Contributions allocable to each such Participant, plus
earnings or losses thereon.

3.8.2    PROFIT SHARING, MONEY PURCHASE, OR TARGET BENEFIT CONTRIBUTIONS
ACCOUNT:

A Profit Sharing Contributions Account, Money Purchase Contributions Account, or
Target Benefit Contributions Account, shall be established for each Participant
to which the Plan Administrator shall credit or cause to be credited
contributions described in Section 3.1.1, 3.1.2 or 3.1.3 (as applicable) and
forfeitures attributable to such contributions, if any, plus earnings or losses
thereon.

3.8.3    EMPLOYEE AFTER-TAX CONTRIBUTIONS ACCOUNT:

An Employee After-Tax Contributions Account shall be established for each
Participant who makes Employee After-Tax Election, to which the Plan
Administrator shall credit, or cause to be credited, all amounts allocable to
each such Participant, plus earnings or losses thereon.

3.8.4    MATCHING CONTRIBUTIONS ACCOUNT:

A Matching Contributions Account shall be established for each Participant for
whom Matching Contributions are made, to which the Plan Administrator shall
credit, or cause to be credited, all such amounts allocable to each such
Participant, plus earnings or losses thereon.

3.8.5    QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT:

A Qualified Matching Contributions Account shall be established for each
Participant for whom Qualified Matching Contributions are made, to which the
Plan Administrator shall credit, or cause to be credited, all amounts allocable
to each such Participant, plus earnings or losses thereon.

3.8.6    QUALIFIED NONELECTIVE CONTRIBUTIONS:

A Qualified Nonelective Contributions Account shall be established for each
Participant for whom Qualified Nonelective Contributions are made, to which the
Plan Administrator shall credit, or cause to be credited, all amounts allocable
to each such Participant, plus earnings or losses thereon.

3.8.7    ROLLOVER CONTRIBUTIONS ACCOUNT:

A Rollover Contributions Account shall be established for each Participant who
contributes to the Plan under Section 3.3 to which the Plan Administrator shall
credit, or cause to be credited, Rollover Contributions made by the Participant,
plus earnings or losses thereon.

3.8.8    QVEC ACCOUNT:

A QVEC Account shall be established for each Participant to contain amounts
attributable to QVECs, if any, plus earnings or losses thereon.

3.8.9    PREVAILING WAGE ACCOUNT:

A Prevailing Wage Account shall be established for each Participant to which
Prevailing Wage Contributions made on behalf of the Participant, if any, are
credited, plus earnings or losses thereon.

                                       34
<PAGE>

3.8.10   SAFE HARBOR MATCHING CONTRIBUTIONS ACCOUNT:

A Safe Harbor Matching Contributions Account shall be established for each
Participant to which Matching Contributions made according to the Safe Harbor
CODA rules of Section 3.16, if any, are credited, plus earnings or losses
thereon.

3.8.11   SAFE HARBOR NONELECTIVE CONTRIBUTIONS ACCOUNT:

A Safe Harbor Nonelective Contributions Account shall be established for each
Participant to which nonelective contributions made according to the Safe Harbor
CODA rules of Section 3.16, if any, are credited, plus earnings or losses
thereon.

3.8.12   MISCELLANEOUS ACCOUNT:

A Miscellaneous Account or Miscellaneous Accounts may be established by the Plan
Administrator as the Plan Administrator determines to be necessary for the
administration of the Plan, plus earnings or losses thereon.

3.9      LIMITATION ON AMOUNT OF ALLOCATIONS:

3.9.1    DEFINITIONS:

As used in this Section 3.9, each of the following terms shall have the meaning
for that term set forth in this Section 3.9.1:

         (A)      Annual Additions means, for each Participant, the sum of the
following amounts credited to the Participant's Accounts for the Limitation
Year:

                  (i)      Employer contributions within the meaning of Treas.
Reg. Section 1.415-6(b) (including Pre-Tax Contributions);

                  (ii)     Employee contributions within the meaning of Treas.
Reg. Section 1.415-6(b);

                  (iii)    forfeitures;

                  (iv)     allocation under a simplified employee pension plan;
and

                  (v)      any Excess Amount (as defined in subsection (F),
below) applied under a Defined Contribution Plan in the Limitation Year to
reduce Employer contributions will also be considered as part of the Annual
Additions for such Limitation Year.

         Amounts allocated after March 31, 1984, to an "individual medical
benefit account as defined in Code Section 415(1)(2) ("Individual Medical
Benefit Account") which is part of a pension or annuity plan maintained by the
Employer or Affiliate are treated as Annual Additions to a Defined Contribution
Plan. Also, amounts derived from contributions paid or accrued after December
31, 1985, in taxable years ending after that 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) ("Welfare Benefit Fund") maintained by the
Employer or Affiliate, are treated as Annual Additions to a Defined Contribution
Plan.

         For this purpose, any Excess Amount (as defined in subsection (F),
below) applied under Sections 3.9.2(D) or 3.9.3(F) in the Limitation Year to
reduce any Employer contributions will be considered Annual Additions for such
Limitation Year.

         Notwithstanding any provision of the Plan to the contrary, if, in a
particular Limitation Year, an Employer contributes an amount to a Participant's
Account because of an erroneous forfeiture in a prior

                                       35
<PAGE>

Limitation Year, or because of an erroneous failure to allocate amounts in a
prior Limitation Year, or by operation of Section 2.5.1 or Section 12.9
(corrective allocations due to administrative errors), the contribution will not
be considered an Annual Addition with respect to the Participant for that
particular Limitation Year, but will be considered an Annual Addition for the
Limitation Year to which it relates. If the amount so contributed in the
particular Limitation Year takes into account actual investment gains
attributable to the period subsequent to the year to which the contribution
relates, the portion of the total contribution which consists of such gains
shall not be considered an Annual Addition for any Limitation Year.

         (B) Defined Benefit Dollar Limitation means $90,000 multiplied by the
Adjustment Factor or such other limitation set forth in Code Section 415(b)(1)
as in effect for the Limitation Year.

         (C)      Defined Benefit Fraction means a fraction, the numerator of
which is the sum of the Projected Annual Benefits of the Participant involved
under all Defined Benefit Plans (whether or not terminated) maintained by the
Employer or Affiliate, and the denominator of which is the lesser of 125% of the
dollar limitation determined for the Limitation Year under Code Sections 415(b)
or (d) or 140% of the Participant's Highest Average Limitation Compensation,
including any adjustments under Code Section 415(b). However, 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 or Affiliate which were in existence on May 5, 1986, the denominator of
this fraction will not be less than 125% of the sum of the annual benefits under
such Plans which the Participant had accrued as of the close of the last
Limitation Year beginning before January 1, 1987, disregarding any changes in
the terms and conditions of the plans 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.

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

         (E)      Defined Contribution Fraction means a fraction, the numerator
of which is the sum of the Annual Additions to the Participant's Account or
Accounts under all the Defined Contribution Plans (whether or not terminated)
maintained by the Employer or Affiliate for the current and all prior Limitation
Years (including the Annual Additions attributable to the Participant's
nondeductible contributions to all Defined Benefit Plans, whether or not
terminated, maintained by the Employer or Affiliate and the Annual Additions
attributable to all Welfare Benefit Funds, Individual Medical Benefit Accounts,
and simplified employee pensions maintained by the Employer or Affiliate), and
the denominator of which is the sum of the "maximum aggregate amounts" (as
defined in the following sentence) for the current and all prior Limitation
Years of service with the Employer or Affiliate (regardless of whether a Defined
Contribution Plan was maintained by the Employer or Affiliate). The "maximum
aggregate amount" in any Limitation Year is the lesser of (i) 125% of the dollar
limitation determined under Code Sections 415(b) and (d) in effect under Code
Section 415(c)(1)(A) or (ii) 35% of the Participant's Compensation for such
year.

         If the Employee was a Participant as of the end of the first day of the
first Limitation Year beginning after December 31, 1986, in one or more Defined
Contribution Plans maintained by the Employer or Affiliate 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 (A)
the excess of the sum of the fractions over 1.0 times (B) 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 later of the end of the last Limitation Year beginning before
January 1, 1987, and disregarding any changes in the terms and conditions of the
Plans made after May 6, 1986, but using the Code Section 415 limitation
applicable to the first Limitation Year beginning on or after January 1, 1987.
The Annual Addition for any Limitation Year beginning before January 1, 1987,
shall not be recomputed to treat all Participant contributions as Annual
Additions.

         (F)      Excess Amounts means the excess of the Participant's Annual
Additions for the Limitation Year involved over the Maximum Permissible Amount
(as defined in subsection I, below) for that Limitation Year.

                                       36
<PAGE>

         (G)      Highest Average Limitation Compensation means the average
Limitation Compensation of the Participant involved for that period of three
consecutive Years of Service with the Employer or Affiliate (or if the
Participant has less than three such Years of Service, the actual number
thereof) that produces the highest average.

         (H)      Limitation Compensation means Compensation, as defined in
either (i), (ii) or (iii) below, as specified in the Adoption Agreement, and
subject to (iv) and (v) below. In addition, for Limitation Years beginning after
December 31, 1997, for purposes of applying the limitations of this Section,
Limitation Compensation paid or made available during such Limitation Year shall
include any Elective Contributions.

                  (i)      Form W-2 Compensation.

                  Information required to be reported under Sections 6041 and
6051. ("Wages, Tips and Other Compensation" Box on Form W-2). Limitation
Compensation is defined as 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)).

                  (ii)     Code Section 3401(a) wages.

                  Limitation Compensation is defined as 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)).

                  (iii)    Code Section 415 Safe-Harbor Compensation.

                  For an Employee other than a Self-Employed Individual, the
Employee's earned income, wages, salaries, and fees for professional services
and other amounts received (without regard to whether or not an amount is paid
in cash) for personal services actually rendered in the course of Employment
including, but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or other expense
allowances under a nonaccountable plan (as described in Treas. Reg. Section
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 contributions under a "simplified Employee
pension" plan (within the meaning of Code Section 408(k)) to the extent such
contributions are deductible by the Employee, or any distributions from a plan
of deferred compensation;

                           (2)      amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or other property) held by
the Employee either becomes freely "transferable" or is no longer subject to a
"substantial risk of forfeiture" (both quoted terms within the meaning of Code
Section 83(a));

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

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

                                       37

<PAGE>

                  For purposes of this subsection (H)(iii), Limitation
Compensation shall include only that Compensation which is actually paid or made
available in gross income during the Limitation Year.

                  (iv)     Self-Employed Individuals.

                  Without regard to the definition of Limitation Compensation
elected by the Primary Employer, for a Self-Employed Individual, Limitation
Compensation means his or her Earned Income, provided that if the Self-Employed
Individual is not a Participant for an entire Plan Year, his or her Limitation
Compensation for that Plan Year shall be his or her Earned Income for that Plan
Year multiplied by a fraction the numerator of which is the number of days he or
she is a Participant during the Plan Year and the denominator of which is the
number of days in the Plan Year.

                  (v)      Disabled Participants.

                  Additionally, Limitation Compensation for a Participant in a
Defined Contribution Plan who is permanently and totally disabled (as defined in
Code Section 22(e)) is the compensation such Participant would have received for
the Limitation Year if the Participant had been paid at the rate of compensation
paid immediately before becoming disabled. For Limitation Years beginning before
January 1, 1997 such imputed compensation may be taken into account only if the
Participant is not a Highly Compensated Employee and contributions made on
behalf of such Participant are nonforfeitable when made.

         (I)      Maximum Permissible Amount means the maximum Annual Addition
(as defined in subsection (A) above) that may be contributed or allocated to a
Participant's Account under the Plan for any Limitation Year. The maximum Annual
Addition shall not exceed the lesser of: (i) the Defined Contribution Dollar
Limitation, or (ii) 25% of the Participant's Limitation 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 under
Code Section 415(l)(1) or 419A(d)(2). If a short Limitation Year is created
because of an amendment changing the Limitation Year to a different
12-consecutive month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by the following fraction:

                  Number of months in the short Limitation Year

                                       12

         (J)      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
a Defined Benefit Plan assuming:

         (K)      the Participant continues in employment with the Employer or
Affiliate until the Participant's "normal retirement age" under the Plan within
the meaning of Code Section 411(a)(8) (or the Participant's current age, if
later); and

         (L)      the Participant's Limitation 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.

3.9.2    ANNUAL ADDITIONS LIMIT:

The provisions of this subsection 3.9.2 apply with respect to a Participant who
does not participate in, and has never participated in, another Qualified Plan,
a welfare benefit fund as defined in Code Section 419(c) maintained by the
Employer or an Affiliate or an individual medical account as defined in Code
Section 415(l)(2) maintained by an Employer or Affiliate or a simplified
Employee pension, as defined in Code Section 408(k), maintained by the Employer
or an Affiliate, which provides an Annual Addition as defined in Section
3.9.1(A) of the Plan, other than this Plan.

                                       38
<PAGE>

         (A)      Limit. The amount of Annual Additions which may be credited to
the Participant's Account for any Limitation Year will not exceed the lesser of
the Maximum Permissible Amount or any other limitation contained in this Plan.
If the Employer contribution or forfeiture that would otherwise be contributed
or allocated to the Participant's Account would cause the Annual Additions on
behalf of the Participant for the Limitation Year to exceed the Maximum
Permissible Amount with respect to that Participant for the Limitation Year, the
amount contributed or allocated will be reduced so that the Annual Additions on
behalf of the Participant for the Limitation Year will equal such Maximum
Permissible Amount.

         (B)      Estimated Limitation Compensation. Prior to determining the
Participant's actual Limitation Compensation for a Limitation Year, the Employer
may determine the Maximum Permissible Amount for the Participant for the
Limitation Year on the basis of a reasonable estimation of the Participant's
Compensation for that Limitation Year. Such estimated Compensation shall be
uniformly determined for all Participants similarly situated.

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

         (D)      Disposition of Excess Amount. If under Section 3.9.2(C), as a
result of the allocation of forfeitures or as a result of an error in estimating
Compensation or in determining the amount of Pre-Tax Contributions, there is an
Excess Amount with respect to the Participant for a Limitation Year, the Excess
Amount shall be disposed of as follows:

                  (i)      First, any contribution to the Participant's Employee
After-Tax Contributions Account (to the extent a Matching Contribution has not
been made with respect to such contribution), plus earnings or minus losses
attributable thereto will be distributed to the Participant to the extent that
the return thereof would reduce the Excess Amount in such Participant's Account.

                  (ii)     If, after the application of Section 3.9.2(D)(i), an
Excess Amount still exists, any Pre-Tax Contributions (to the extent a Matching
Contribution has not been made with respect to such contributions) plus earnings
or minus losses attributable thereto, will be distributed to the Participant to
the extent that the return thereof would reduce the Excess Amount in such
Participant's Accounts.

                  (iii)    If, after the application of Section 3.9.2(D)(i) and
(ii) an Excess Amount still exists, any Employee After-Tax Contributions (plus
earning attributable thereto) to which Matching Contributions are attributable
shall be distributed to the Participant to the extent that the return thereof
would reduce the Excess Amount in such Participant's Accounts. The pro rata
portion of the Matching Contribution (and earnings attributable thereto)
attributable to such returned Employee After-Tax Contributions shall be held in
a suspense account and used to reduce the Matching Contribution under this Plan
for such Participant in the next Limitation Year.

                  (iv)     If after the application of Section 3.9.2(D)(i),
(ii), and (iii) an Excess Amount still exists, any Pre Tax Contributions (plus
earnings attributable thereto) to which Matching Contributions are attributable
shall be distributed to the Participant to the extent that the return thereof
would reduce the Excess Amount in such Participant's Accounts. The pro rata
portion of the Matching Contribution (and earnings attributable thereto)
attributable to such returned Pre Tax Contributions shall be held in a suspense
account and used to reduce the Matching Contribution under this Plan for such
Participant in the next Limitation Year.

                  (v)      If after the application of Section 3.9.2(D)(i), (ii)
(iii) and (iv) an Excess Amount still exists, and the Participant is covered by
the Plan at the end of the Limitation Year, the remaining Excess Amount in the
Participant's Account will be held in a suspense account and used to reduce
Employer contributions (including allocation of any forfeitures) under this Plan
to which such Participant is otherwise entitled in the next Limitation Year, and
in each succeeding Limitation Year, if necessary.

                                       39
<PAGE>

                  (vi)     If after the application of Section 3.9.2(D)(i),
(ii), (iii), and (iv) an Excess Amount still exists, and the Participant is not
covered by the Plan at the end of the Limitation Year, the Excess Amount will be
held unallocated in a suspense account. The suspense account will be applied to
reduce future Employer contributions under this Plan for all remaining
Participants in the next Limitation Year, and in each succeeding Limitation
Year, if necessary.

                  (vii)    If a suspense account is in existence at any time
during a Limitation Year under Section 3.9.2(D)(iv), the suspense account will
not participate in the allocation of the Trust Fund's investment gains or losses
to or from any other 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 the applicable Participants' or Accounts before any
Employer or Participant contributions may be made to the Plan for the Limitation
Year. Excess Amounts, except as provided in Section 3.9.2(D)(i) and (ii), (iii),
and (iv) may not be distributed to Participants or former Participants.

                  (viii)   Determination of Earnings. Earnings attributable to
Excess Amounts shall be determined in the manner described in Section
3.4.2(D)(iii).

3.9.3    PARTICIPATION IN MORE THAN ONE PLAN:

The provisions of this Section 3.9.3 apply with respect to a Participant who, in
addition to this Plan, is covered or has been covered under one or more Defined
Contribution Plans (which are either Master or Prototype Plans, or not Master or
Prototype Plans), welfare benefit funds, an individual medical account or a
simplified employee pension plan maintained by the Employer or an Affiliate,
which provides an Annual Addition as described in Section 3.9.1(A) of the Plan
during any Limitation Year.

         (A)      The Annual Additions which may be credited to a Participant's
Accounts under this Plan for any such Limitation Year will not exceed the
Maximum Permissible Amount reduced by the Annual Additions credited to the
Participant's Account or Accounts under the other qualified Master or Prototype
Defined Contribution Plans and welfare benefit fund, individual medical account
or simplified employee pension plan for the same Limitation Year. If the Annual
Additions with respect to the Participant under other qualified Master or
Prototype Defined Contribution Plans, welfare benefit funds, individual medical
account, and simplified employee pension plan maintained by the Employer are
less than the Maximum Permissible Amount and the Employer contribution that
would otherwise be contributed or allocated to a Participant's Account under
this Plan would cause the Annual Additions for the Limitation Year to exceed
this limitation, the amount contributed or allocated shall be reduced so that
the Annual Additions under all such other plans and funds for the Limitation
Year will equal the Maximum Permissible Amount. If the Annual Additions with
respect to the Participant under such other qualified Master or Prototype
Defined Contribution Plans and welfare benefit funds, individual medical
account, or simplified employee pension plan in the aggregate are equal to or
greater than the Maximum Permissible Amount, no amount will be contributed or
allocated to any of the Participant's Accounts under this Plan for the
Limitation Year.

         (B)      Before determining the Participant's actual Limitation
Compensation for a Limitation Year, the Maximum Permissible Amount for a
Participant may be determined in the manner described in Section 3.9.2(B).

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

         (D)      If, under Section 3.9.3(A) above, or as a result of the
allocation of forfeitures, a Participant's Annual Additions under this Plan and
the Participant's Annual Additions under 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 plan will be deemed to have been
allocated first, followed by Annual Additions to a welfare benefit fund or
individual medical benefit account regardless of the actual allocation date.

                                       40
<PAGE>

         (E)      If an Excess Amount was allocated to a Participant on an
allocation date of this Plan which coincides with an allocation date of another
such 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 Plan and all the other qualified Master or Prototype
Defined Contribution Plans.

         (F)      Any Excess Amount attributed to this Plan will be disposed in
the manner described in Section 3.9.2(D).

3.9.4    PARTICIPATION IN NON-PROTOTYPE PLANS:

If a Participant is covered under one or more qualified Defined Contribution
Plans, other than this Plan, maintained by the Employer or an Affiliate which
are not Master or Prototype Plans, welfare benefit funds, or an individual
medical benefit account maintained or a simplified employee pension plan by the
Employer, Annual Additions which may be credited to the Participant's Account
under this Plan for any Limitation Year shall be limited in accordance with the
provisions of Sections 3.9.3(A) - (F) above as though each such other plan was a
Master or Prototype Plan, unless the Employer provides other limitations in the
qualified Defined Contribution Plan.

3.9.5    DEFINED BENEFIT PLAN PARTICIPATION - PRE-2000 YEARS:

If the Employer maintains, or at any time maintained, a Defined Benefit Plan
covering any Participant in this Plan, the sum of the Participant's Defined
Benefit Fraction and Defined Contribution Fraction will not exceed 1.0 in any
Limitation Year. The Annual Additions which may be credited to the Participant's
Account under this Plan for any Limitation Year will be limited in accordance
with the terms of the Defined Benefit Plan. This Section 3.9.5 does not apply
for Limitation Years beginning on or after January 1, 2000 with respect to
individuals who are actively employed Employees on or after January 1, 2000.

3.9.6    SUPER TOP-HEAVY - PRE-2000 YEARS:

If required under Section 4.4.4, "100%" shall be substituted for "125%" wherever
the latter percentage appears in this Section 3.9. This Section 3.9.6 does not
apply for Limitation Years beginning on or after January 1, 2000 with respect to
individuals who are active Employees on or after January 1, 2000.

3.10     RETURN OF EMPLOYER CONTRIBUTIONS UNDER SPECIAL CIRCUMSTANCES:

3.10.1   CONTRIBUTIONS ARE CONDITIONAL:

All contributions by the Employers are conditioned on their being deductible
under Code Section 404 (to the extent the Employers are not otherwise tax
exempt) and upon the initial qualification of the Plan (as adopted by the
Employers) under Code Section 401(a).

3.10.2   RETURN OF CONTRIBUTIONS:

Notwithstanding any provision of this Plan to the contrary, upon timely written
demand by the Employer or the Plan Administrator to the Trustee:

         (A)      Any contribution by the Employer to the Plan under a mistake
of fact must be returned to the Employer by the Trustee within one year of the
contribution. Earnings attributable to such contribution shall not be returned
to the Employer, but losses attributable to the contribution shall reduce the
amount to be returned.

                                       41
<PAGE>

         (B)      Any contribution made by the Employer incident to the
determination by the Commissioner of Internal Revenue that the Plan is initially
a Qualified Plan shall be returned to the Employer by the Trustee within one
year after notification from the IRS that the Plan is not initially a Qualified
Plan but only if the application for the qualification is made by the time
prescribed by law for filing the Employer's return for the taxable year in which
the Plan is adopted, or such later date as the Secretary of the Treasury may
prescribe.

         (C)      If the deduction of a contribution made by the Employer is
disallowed by the IRS under Code Section 404, such contribution (to the extent
disallowed) must be returned to the Employer within one year of the disallowance
of the deduction. Earnings attributable to such contribution shall not be
returned to the Employer, but losses attributable to the contribution shall
reduce the amount to be returned.

3.11     QVECs:

The Plan Administrator will not accept deductible employee contributions which
are made for a taxable year beginning after December 31, 1986. Contributions
made prior to that date, if any, will be maintained in a separate QVEC Account
with respect to each affected Participant which will be nonforfeitable at all
times. Each Participant's QVEC Account, if any, will share in the gains and
losses under the Plan in the same manner as any other Account under the Plan. No
part of the QVEC Account may be used to purchase life insurance or is available
for a loan under the Plan. Subject to the Article VI Qualified Joint and
Survivor Annuity requirements (if applicable), the Participant may withdraw any
part of his or her QVEC Account at any time by making a written application to
the Plan Administrator.

3.12     QUALIFIED NONELECTIVE CONTRIBUTIONS:

The Employer may elect to make Qualified Nonelective Contributions under the
Plan on behalf of Nonhighly Compensated Employees. Such contributions for a Plan
Year shall be allocated among Participants who are Nonhighly Compensated
Employees in an amount necessary to satisfy the ADP Test or the ACP Test. Such
Qualified Nonelective Contributions may be made in lieu of or in addition to
distributing Excess Contributions as provided in Section 3.4.2 of the Plan, or
distributing or forfeiting Excess Aggregate Contributions as provided in Section
3.6 of the Plan.

3.13     QUALIFIED MATCHING CONTRIBUTIONS:

The Employer may elect to make Qualified Matching Contributions under the Plan.
Such Contributions for a Plan Year shall be allocated among Participants who are
Nonhighly Compensated Employees and who make Pre-Tax Contributions for the Plan
Year in an amount necessary to satisfy the ADP Test or the ACP Test. Such
Qualified Matching Contributions may be made in lieu of or in addition to
distributing Excess Contributions as provided in Section 3.4.2 of the Plan, or
distributing or forfeiting Excess Aggregate Contributions as provided in Section
3.6 of the Plan..

3.14     CONTRIBUTION AND ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS AND
QUALIFIED MATCHING CONTRIBUTIONS:

Qualified Nonelective Contributions and/or Qualified Matching Contributions for
a Plan Year shall be contributed and allocated to the Trust no later than the
last day of the 12-month period immediately following the Plan Year to which
such contributions relate.

3.15     PREVAILING WAGE CONTRIBUTION:

If the Primary Employer elects in the Adoption Agreement, the Employer will make
Prevailing Wage Contributions on behalf of each Participant (or such
Participants identified in Appendix B of the Adoption Agreement) as provided in
the Adoption Agreement. Prevailing Wage Contributions may offset Employer
contributions to the extent provided in the Adoption Agreement. A Participant's
Prevailing Wage Account shall always be 100% vested.

                                       42
<PAGE>

3.16     SAFE HARBOR METHOD CODA:

This Section 3.16 is effective for Plan Years beginning after December 31, 1998.

3.16.1   RULE OF APPLICATION:

         (A)      If the Primary Employer has elected the Safe Harbor CODA
option in the Adoption Agreement, the provisions of this Section 3.16 shall
apply for the Plan Year and any provisions relating to the ADP Test described in
Code Section 401(k)(3) (and Plan Section 3.4.2(B)) or the ACP Test described in
Code Section 401(m)(2) (and Plan Section 3.6) do not apply.

         (B)      Notwithstanding Section 3.16.1(A), if Matching Contributions
that do not satisfy the ACP Test Safe Harbor requirements of Section 3.16.5 or
if Employee After-Tax Contributions may be made to the Plan, the Plan must
satisfy the ACP Test using the current year testing method. Such test shall be
applied using only such contributions selected by the Primary Employer in the
Adoption Agreement and in accordance with IRS Notice 98-52 or subsequent
guidance.

3.16.2   GOVERNING PROVISIONS:

To the extent that any other provision of the Plan is inconsistent with the
provisions of this Section 3.16, and this Section 3.16 has been elected by the
Primary Employer in the Adoption Agreement, the provisions of this Section 3.16
govern.

3.16.3   DEFINITIONS:

         (A)      ADP Test Safe Harbor is the method described in Section 3.16.4
for satisfying the ADP Test of Code Section 401(k)(3).

         (B)      Safe Harbor Contributions are Matching Contributions and Safe
Harbor Nonelective Contributions described in Section 3.16.4.

         (C)      Compensation is defined in Section 1.21, except, for purposes
of this Section 3.16, no dollar limit, other than the limit imposed by Code
Section 401(a)(17), applies to the compensation of a Nonhighly 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 Treas.
Reg. Section 1.414(s)-1(d)(2) and permits each Participant to elect sufficient
Pre-Tax Contributions 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.

         (D)      Eligible Participant means an Active Participant eligible to
make Pre-Tax Contributions under the Plan for any part of the Plan Year or who
would be eligible to make Pre-Tax Contributions but for a suspension due to a
hardship distribution described in Section 5.9 or to statutory limitations, such
as Code Sections 402(g) and 415.

         (E)      Safe Harbor Matching Contributions are contributions made by
the Employer in the amount(s) specified as such in Section 3.16.4 in the
Adoption Agreement on account of an Eligible Participant's Pre-Tax Contributions
and/or Employee After-Tax Contributions.

         (F)      Safe Harbor Nonelective Contributions are nonelective
contributions in an amount specified as such in the Adoption Agreement made by
the Employer on behalf of Eligible Participants.

3.16.4   ADP TEST SAFE HARBOR:

         (A)      Safe Harbor Contributions.

                                       43
<PAGE>

                  (i)      Unless the Primary Employer elects in the Adoption
Agreement to make Enhanced Matching Contributions (as defined in the Adoption
Agreement) or Safe Harbor Nonelective Contributions, the Employer will
contribute for the Plan Year a Safe Harbor Matching Contribution to the Plan on
behalf of each Eligible Participant equal to (i) 100 percent of the amount of
the Eligible Participant's Pre-Tax Contributions that do not exceed 3 percent of
the Eligible Participant's Compensation for the Plan Year, plus (ii) 50 percent
of the amount of the Eligible Participant's Pre-Tax Contributions that exceed 3
percent of the Eligible Participant's Compensation but that do not exceed 5
percent of the Eligible Participant's Compensation ("Basic Matching
Contributions").

                  (ii)     Notwithstanding the requirement in (i) above that the
Employer make the Safe Harbor Contributions to this Plan, if the Employer so
provides in the Adoption Agreement, the Safe Harbor Contributions will be made
to the Defined Contribution Plan indicated in the Adoption Agreement. However,
such contributions will be made to this Plan unless (1) each Eligible
Participant eligible under this Plan is also eligible under the other plan and
(2) the other plan has the same Plan Year as this Plan. The option to make Safe
Harbor Contributions to another Defined Contribution Plan is permitted only if
this Plan is a nonstandardized plan or a plan that is paired with the other
Defined Contribution plan. Safe Harbor Contributions made to this Plan shall be
allocated to each Eligible Participant's Safe Harbor Matching Contributions
Account and/or Safe Harbor Nonelective Contributions Account, as appropriate.

                  (iii)    The Participant's accrued benefit derived from Safe
Harbor Contributions may not be distributed earlier than the occurrence of an
event described in Section 5.1.2, other than Section 5.1.2(F) (financial
hardship) or, in the 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(1).

         (B) Notice Requirement.

         Generally, the Employer must provide each Eligible Participant with a
comprehensive notice of the Eligible Participant's rights and obligations under
the Plan, written in a manner calculated to be understood by the average
Employee. This notice must be provided to Eligible Participants within a
reasonable period before the beginning of the Plan Year (or, in the year an
Employee becomes an Eligible Participant, within a reasonable period before the
Employee becomes an Eligible Participant). Notice is deemed to have been
provided within such reasonable period if it is provided at least 30 days, but
not more than 90 days, before the beginning of the Plan Year. If an Employee
becomes an Eligible Participant after the 90th day before the beginning of the
Plan Year and does not receive the notice for that reason, the notice must be
provided no more than 90 days before the Employee becomes an Eligible
Participant but not later than the date the Employee becomes an Eligible
Participant. If an Employer adopts the Safe Harbor Method of this Section 3.16
for the first time with respect to the Plan for a Plan Year that begins on or
after January 1, 2000, and on or before June 1, 2000 the notice described in
this paragraph may be provided on or before May 1, 2000.

         (C) Election Periods.

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

3.16.5   ACP TEST SAFE HARBOR:

The ACP Test Safe Harbor Requirements are met if

         (A)      Matching Contributions are not made with respect to Pre-Tax
Contributions or Employee After-Tax Contributions that in the aggregate exceed 6
percent of the Eligible Participant's Compensation,

         (B)      The rate of Matching Contributions does not increase as the
rate of Pre-Tax Contributions or Employee After-Tax Contributions increase, and

                                       44
<PAGE>

         (C)      At the rate of Pre-Tax Contributions or Employee After-Tax
Contributions, the rate of Matching Contributions that would apply with respect
to any Highly Compensated Employee who is an Eligible Participant is no greater
than the rate of Matching Contributions that would apply to a Nonhighly
Compensated Employee who is an Eligible Participant and who has the same rate of
Pre-Tax Contributions or Employee After-Tax Contributions.

3.16.6   CONTRIBUTIONS FULLY VESTED:

All contributions made under this Section 3.16 shall be nonforfeitable.

3.17     USERRA:

This Section 3.17 is effective as of December 12, 1994.

         (A)      Make-Up Profit Sharing, Prevailing Wage, Safe Harbor
Nonelective, Money Purchase, and Target Benefit Contributions.

         To the extent that USERRA requires the Employer to make contributions
to the Plan for any Participant, such contributions shall be made (without
adjustment for any investment gains or losses, earnings or expenses) when the
Participant returns to service as an Eligible Employee of the Employer or an
Affiliate. Any such make-up contribution shall be in an amount equal to the sum
of the contributions that the Employer would have made for allocation to the
Participant's Account (without adjustment to reflect investment gains or losses
or income or expenses that would have been attributable thereto) had the
Participant remained in the employ of the Employer as an Eligible Employee
throughout the period of his military service absence, with imputed Compensation
equal to the Compensation he would have earned at his rate of pay from the
Employer in effect immediately prior to inception of his absence for military
service.

         (B)      Make-Up Pre-Tax, Employee After-Tax, and Matching
Contributions (including Safe Harbor Matching Contributions).

         If the Plan permits Pre-Tax Contributions and/or Employee After-Tax
Contributions, any Employee who is entitled to USERRA reemployment rights shall
be subject to the following provisions:

                  (i)      If, at the time of the commencement of his absence
for qualified military service (as defined in Code Section 414(u)), the Eligible
Employee was not yet a Participant by reason of failure to satisfy the Plan's
minimum service requirements, such Eligible Employee shall be deemed to have
become a Participant as of the Entry Date on which he would otherwise have
become a Participant had his employment not been uninterrupted by qualified
military service.

                  (ii)     Any Participant who resumes employment with the
Employer within the time during which his reemployment rights are protected by
USERRA shall be entitled to make up missed Pre-Tax Contributions and Employee
After-Tax Contributions at any time during the period commencing with his
resumption of employment with the Employer and ending on the earliest to occur
of (1) the date that occurs five years from the date on which such qualified
military service absence commenced, (2) the date on which his employment
terminates after having been resumed following qualified military service, or
(3) the date that occurs after a passage of time commencing on his resumption of
employment following qualified military service which is equal to three times
the duration of his absence for qualified military service. Any such make-up
contributions shall be by payroll withholding unless otherwise permitted by IRS
regulations or rulings.

                  (iii)    Solely for the purposes of determining all
limitations applicable thereto under the Plan and under the Code, any make-up
contributions made by a Participant exercising his rights under paragraph (ii)
hereof shall be deemed to have been made in the Plan Year in which originally
missed. For the purpose of applying these limitations, the Participant will be
imputed with Compensation in an amount equal to the amount that the Participant
would have earned during his period of absence in the Plan Year (or fraction
thereof) had he been employed through the entirety of such period of absence at
his regular rate of wages or

                                       45
<PAGE>

salary in effect (including any contractual holiday, vacation or sick pay,
contractual bonuses and other contractual direct cash remuneration) immediately
prior to the commencement of such absence.

                  (iv)     To the extent that the Participant makes
contributions described in paragraph (ii) hereof in a timely manner, the
Employer shall contribute for allocation directly to that Participant's Matching
Contribution Account (or Safe Harbor Matching Contributions Account) an amount
equal to the Matching Contributions (or Safe Harbor Matching Contributions) that
would have been made for the benefit of the Participant if the Participant's
make-up Pre-Tax and/or Employee After-Tax Contributions had been made at the
time his imputed Compensation would have been earned.

         (C)      Earnings on Make-Up Contributions.

There shall be no adjustment of either Employer contribution amounts or the
balance standing to the credit of the Participant in his Participant's Account
for other purposes (such as the payment of Plan administrative costs and trustee
or investment manager fees) that might or would have occurred had the make-up
Pre-Tax Contributions, Employee After-Tax Contributions, Profit Sharing
Contributions, Safe Harbor Nonelective Contributions, Money Purchase
Contributions, Target Benefit Contributions and Matching Contributions
(including any Safe Harbor Matching Contributions) been made on a current basis
during either the period of the Participant's absence or any period after his
return to employment and prior to the date on which such make-up contribution is
actually made.

3.18     ELECTRONIC MEDIA:

Any notice, election, consent, waiver, or other communication under this Article
III may be made by means of such electronic, telephonic or other media
authorized by the Plan Administrator to the extent permitted and in the manner
required under applicable law.

                                   ARTICLE IV
                                     VESTING

4.1      DETERMINATION OF VESTING:

4.1.1    VESTED ACCOUNTS:

A Participant shall at all times have a vested percentage of 100% in the Account
Balance of each of his or her Pre-Tax Contributions Account, Qualified
Nonelective Contributions Account, Employee After-Tax Contributions Account,
Prevailing Wage Contributions Account, Qualified Matching Contributions Account,
Rollover Contributions Account, Safe Harbor Matching Contribution Account, Safe
Harbor Nonelective Account and QVEC Account.

4.1.2    FULL VESTING EVENTS:

In all events, a Participant shall have a vested percentage of 100% in his or
her entire Account upon: (i) the attainment of Normal Retirement Age; (ii)
termination of Employment due to the attainment of Early Retirement (if elected
by the Primary Employer in the Adoption Agreement); (iii) Disability; (iv)
death; (v) the complete discontinuance of contributions by the Employer; (vi)
the complete termination of the Plan; or (vii) solely in the case of affected
Participants, a partial termination of the Plan.

4.1.3    OTHER VESTING EVENTS:

Except as otherwise provided in Section 4.1.1 and Section 4.1.2, each
Participant's Account shall become vested in accordance the vesting provisions
elected by the Primary Employer in the Adoption Agreement.

                                       46
<PAGE>

4.1.4    FORFEITURES:

Forfeitures of Profit Sharing Contributions, Money Purchase Contributions,
Target Benefit Contributions and Matching Contributions other than Excess
Aggregate Contributions or Matching Contributions related to contributions that
are Excess Aggregate Contributions, Excess Pre-Tax Contributions, or Excess
Contributions, shall be made in accordance with Section 4.3.

4.2      RULES FOR CREDITING VESTING SERVICE:

4.2.1    GENERAL RULE:

Subject to Section 4.2.2, Years of Service shall be credited for purposes of
determining a Participant's Vesting Service as specified in the Adoption
Agreement. If the Employer maintains the plan of a Predecessor Employer, service
with such Predecessor Employer shall be treated as service with the Employer for
purposes of Vesting Service.

4.2.2    Breaks in Service:

         (A)      Fewer than Five Consecutive One-Year Breaks in Service. A
Participant who incurs fewer than five consecutive one-year Breaks in Service
shall retain credit for Vesting Service earned before such period of Breaks in
Service.

         (B)      Five Consecutive One-Year Breaks in Service. A Participant who
incurs five or more consecutive one-year Breaks in Service shall not accrue
additional Vesting Service for Employment after such period of Breaks in Service
with respect to his or her Account accrued before the commencement of the Break
in Service period. Except as provided in (C) below, Years of Service both before
and after the Break in Service will count in determining the Participant's
Vesting Service with respect to all contributions made after the Participant's
reemployment.

         (C)      Five Consecutive One-Year Breaks in Service: Nonvested
Termination. A Participant who incurs a Nonvested Separation and is reemployed
after having incurred at least five consecutive one-year Breaks in Service shall
be treated as a new employee and his or her Years of Service earned before such
period of Breaks in Service shall be disregarded for crediting Vesting Service.

4.3      EMPLOYER ACCOUNTS FORFEITURES:

4.3.1    NONVESTED SEPARATION

Subject to Section 5.6, upon the Nonvested Separation of a Participant, the
nonvested portion of each Account of such Participant will be forfeited as of
the date of termination of Employment.

4.3.2    PARTIALLY VESTED SEPARATION:

Upon the Partially Vested Separation of a Participant, the nonvested portion of
each Account of such Participant will be forfeited as of the date of termination
of Employment; provided, however, that such Participant receives a distribution
in accordance with Section 5.6. If a Participant does not receive a distribution
following his or her termination of Employment, the nonvested portion of each
Account of the Participant shall be forfeited following a period of five
consecutive one-year Breaks in Service.

4.3.3    VESTING AFTER PARTIAL DISTRIBUTION:

If a distribution is made at a time when a Participant has a nonforfeitable
right to less than 100 percent of the Employer Derived Account Balance, and the
Participant may increase the nonforfeitable percentage in his or her Account,
the Participant's nonforfeitable portion of his or her Account will be equal to
an amount ("X") determined by the formula:

                                       47
<PAGE>

                                X = P(AB + D) - D

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

4.3.4    APPLICATION OF FORFEITURES:

Forfeitures shall be applied in accordance with Section 3.7.

4.3.5    WITHDRAWAL DOES NOT CAUSE FORFEITURE:

No forfeitures will occur solely as a result of an Employee's withdrawal of
Employee After-Tax Contributions, Rollover Contributions, and/or Pre-Tax
Contributions.

4.4      TOP-HEAVY PROVISIONS:

If the Plan is or becomes Top-Heavy in any Plan Year, the provisions of this
Section 4.4 will supercede any conflicting provisions in the Plan or Adoption
Agreement.

4.4.1    TERMS:

As used in this Section 4.4, each of the following terms shall have the meanings
for that term set forth in this Section 4.4.1:

         (A)      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 year.

         (B)      Permissive Aggregation Group means the Required Aggregation
Group of plans plus any other plan or plans of the Employer or Affiliate 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.

         (C)      Required Aggregation Group means (i) each Qualified Plan of
the Employer or Affiliate in which at least one Key Employee participates or
participated at any time during the five-year period ending on the Determination
Date, regardless of whether the Plan has terminated, and (ii) any other
Qualified Plan of the Employer or Affiliate which enables a plan described in
(i) to meet the requirements of Code Sections 401(a)(4) or 410.

         (D)      Super Top-Heavy Plan means, for any Plan Year, the Plan if any
Top-Heavy Ratio as determined under the definition of Top-Heavy Plan exceeds
90%. To the extent this definition is applicable for purposes of Section 4.4.4,
it shall not be effective with respect to individuals who are active Employees
on or after January 1, 2000.

         (E)      Top-Heavy Plan means, for any Plan Year, the Plan if any of
the following conditions exists:

                  (i)      If the Top-Heavy Ratio for the Plan exceeds 60% and
the Plan is not part of any Required Aggregation Group or Permissive Aggregation
Group of Plans.

                  (ii)     If this Plan is a part of a Required Aggregation
Group of plans but not part of a Permissive Aggregation Group and the Top-Heavy
Ratio for the group of plans exceeds 60%.

                  (iii)    If the Plan is a part of a Required Aggregation Group
and part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio for
the Permissive Aggregation Group exceeds 60%.

         (F)      Top-Heavy Ratio means

                                       48
<PAGE>

                  (i)      If the Employer or Affiliate maintains one or more
Defined Contribution Plans (including any simplified employee pension plan) and
the Employer or Affiliate has never maintained any Defined Benefit Plan which
during the 5-year period ending on the Determination Dates has or has had
accrued benefits, the Top-Heavy Ratio for this Plan alone or for the Required or
Permissive Aggregation Group as appropriate is a fraction, the numerator of
which is the sum of the Account Balances of all Key Employees as of the
Determination Date(s) (including any part of any Account Balance distributed in
the five-year period ending on the Determination Date(s)), and the denominator
of which is the sum of all Account Balances (including any part of any Account
Balance distributed in the five-year period ending on the Determination
Date(s)), both computed in accordance with Code Section 416 and the regulations
thereunder. Both the numerator and denominator of the Top-Heavy Ratio are
increased to reflect any contribution not actually made as of the Determination
Date, but which is required to be taken into account on that date under Code
Section 416 and the regulations thereunder.

                  (ii)     If the Employer or an Affiliate maintains one or more
Defined Contribution Plans (including any simplified employee pension plan) and
the Employer or an Affiliate maintains or has maintained one or more Defined
Benefit Plans which during the five-year period ending on the Determination
Date(s) has or has had any accrued benefits, the Top-Heavy Ratio for any
Required or Permissive Aggregation Group as appropriate is a fraction, the
numerator of which is the sum of Account Balances under the aggregated Defined
Contribution Plans for all Key Employees, determined in accordance with (i)
above, and the present value of accrued benefits under the aggregated Defined
Benefit Plans for all Key Employees as of the Determination Date(s), and the
denominator of which is the sum of the Account Balances under the aggregated
Defined Contribution Plans for all Participants, determined in accordance with
(i) above, and the present value of accrued benefits under the Defined Benefit
Plans for all Participants as of the Determination Dates, 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.

                  (iii)    For purposes of (i) and (ii) 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 (1) who
is not a Key Employee but who was a Key Employee in a prior year, or (2) who has
not been credited with at least one Hour of Service with any Employer or an
Affiliate maintaining the Plan at any time during the five-year period ending on
the Determination Date, will be disregarded.

                  (iv)     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.(16) QVECs 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.

                  (v)      The accrued benefit of a Participant who is not a Key
Employee shall be determined under (1) the method, if any, that uniformly
applies for accrual purposes under all Defined Benefit Plans maintained by the
Employer or Affiliate or (2) if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate permitted under the
fractional rule of Code Section 411(b)(1)(C).

------------------
(16) Specifically, in the case of "unrelated rollovers and transfers" (both
initiated by the Employee and made from a plan maintained by an employer to a
plan maintained by another unrelated employer) the distributing plan takes the
distribution into account and the plan accepting the rollover or transfer does
not take the distribution into account. In the case of "related rollovers and
transfers" (one either not initiated by the Employee or made to a plan
maintained by the same employer), the distributing plan does not take the
distribution into account and the plan accepting the rollover or transfer takes
the distribution into account.

                                       49
<PAGE>

         (G)      Present Value. For purpose of this Section, present value
shall be based only on the interest and mortality rates specified in the
Adoption Agreement.

         (H)      Valuation Date. means the date the last business day of the
Plan Year.

4.4.2    TOP-HEAVY VESTING SCHEDULE:

If the Plan is determined to be a Top-Heavy Plan or a Super Top-Heavy Plan as of
any Determination Date, then the following vesting schedule shall apply
beginning with the first Plan Year commencing after such Determination Date,
unless the Plan's vesting schedule specified in the Adoption Agreement provides
for vesting that is at least as rapid as the following schedule, in which case
the vesting schedule specified in the Adoption Agreement shall apply:

<TABLE>
<CAPTION>
Years of Service              Nonforfeitable Percentage
----------------              -------------------------
<S>                           <C>
       2                                  20%
       3                                  40%
       4                                  60%
       5                                  80%
       6 or more                         100%
</TABLE>

If the vesting schedule of this Section applies, it applies to all benefits
within the meaning of Code Section 411(a)(7) except those attributable to
Employee After-Tax Contributions and Pre-Tax Contributions, including benefits
accrued before the effective date of Code Section 416 and benefits accrued
before the Plan became Top-Heavy. Further, once the Plan is determined to be a
Top-Heavy Plan or a Super Top-Heavy Plan, the minimum Top-Heavy vesting schedule
shall continue to apply to the Plan. No decrease in a Participant's
nonforfeitable percentage may occur regardless of whether the Plan's status as
Top-Heavy changes for any subsequent Plan Year. However, this Section does not
apply to the Account of any Employee who does not have an Hour of Service after
the Plan has initially become Top-Heavy and such Employee's Account Balance
attributable to Employer contributions and forfeitures will be determined
without regard to this Section. The minimum allocation pursuant to Section 4.4.3
(to the extent required to be nonforfeitable under Code Section 416(b)) may not
be forfeited under Code Section 411(a)(3)(B) or Code Section 411(a)(3)(D).

4.4.3    MINIMUM ALLOCATION:

         (A)      Except as provided in Sections 4.4.3(C) and (D), for any Plan
Year in which the Plan is a Top-Heavy Plan, contributions and forfeitures
allocated to the Account of any Participant who is not a Key Employee in that
Plan Year shall not be less than the lesser of:

                  (i)      3% of such Participant's Limitation Compensation, or

                  (ii)     in the case where the Employer has no Defined Benefit
Plan which designates this Plan to satisfy Code Section 416, the largest
percentage of contributions and forfeitures, as a percentage of the Key
Employee's Limitation Compensation, allocated to the Account of any Key Employee
for that year. The minimum allocation is determined without regard to any Social
Security contribution. This minimum allocation shall be made even though, under
other Plan provisions, the Participant would not otherwise be entitled to
receive an allocation, or would have received a lesser allocation for the Plan
Year because of (1) the Participant's failure to complete a Year of Service, (2)
the Participant's failure to make mandatory Employee contributions to the Plan
or (3) compensation less than a stated amount.

         (B)      For purposes of computing the minimum allocation, a
Participant's Limitation Compensation will be applied.

         (C)      The provision in (A) above shall not apply to any Participant
who was not employed by the Employer or an Affiliate on the last day of the Plan
Year.

                                       50
<PAGE>

         (D)      If the Employer or an Affiliate has executed Adoption
Agreements covering Participants under a Paired Plan or by a plan which is a
profit-sharing plan and by another plan which is a money purchase pension plan
or a target benefit plan, the minimum allocation specified in the preceding
Section 4.4.3(A) shall be provided by the money purchase pension plan or by the
target benefit plan, as the case may be. If a Participant is covered under a
Paired Plan or under this Plan and a Defined Benefit Plan maintained under
Adoption Agreements offered by the Sponsor, the minimum allocation specified in
the preceding Section 4.4.3(A) shall not be applicable and the Participant shall
receive the minimum benefit specified in the Defined Benefit Plan.

         (E)      With respect to any profit-sharing or money purchase pension
plan which becomes Top-Heavy and is integrated with Social Security, unless
otherwise provided for in the Adoption Agreement, there shall be an allocation
of the contribution to each Participant's Account in the ratio that each such
Participant's Limitation Compensation for the Plan Year bears to the Limitation
Compensation of all such Participants for the Plan Year, but not in excess of 3%
of such Limitation Compensation.

4.4.4    MAXIMUM BENEFIT - PRE-2000:

If the Plan becomes a Top-Heavy Plan, then the maximum benefit which can be
provided under Section 3.9 shall continue to be determined by applying "125%"
wherever it appears in that Section and by substituting "4%" for "3%" wherever
that appears in Section 4.4.3. However, if the Plan becomes a Super Top-Heavy
Plan, the maximum benefit which can be provided under Section 3.9 shall be
determined by substituting "100%" for "125%" wherever the latter percentage
appears and the 3% minimum contribution provided for in Section 4.4.4 shall
remain unchanged. This Section 4.4.4 shall not be effective with respect to
individuals who are active Employees on or after January 1, 2000.

                                   ARTICLE V
                      AMOUNT AND DISTRIBUTION OF BENEFITS,
                              WITHDRAWALS AND LOANS

5.1      DISTRIBUTION:

5.1.1    BENEFIT COMMENCEMENT DATE:

Subject to Section 5.1.2, a Participant's Benefit Commencement Date shall be as
soon as administratively practicable following his or her Fully Vested
Separation, Partially Vested Separation or Nonvested Separation, if applicable,
and in accordance with Section 5.6. A Participant does not separate from service
for purposes of this Article V due to a transfer of employment to an Affiliate.

5.1.2    PRE-TAX, QUALIFIED NONELECTIVE, QUALIFIED MATCHING, SAFE HARBOR
         NONELECTIVE AND SAFE HARBOR MATCHING CONTRIBUTIONS:

Pre-Tax Contributions, Qualified Nonelective Contributions, Qualified Matching
Contributions, Safe Harbor Nonelective and Safe Harbor Matching Contributions,
and income allocable to each are distributable to a Participant or his or her
Beneficiary or Beneficiaries no earlier than:

         (A)      upon separation from service, death, or Disability.

         (B)      termination of the Plan without the establishment of a
successor Defined Contribution Plan (as defined in Treas. Reg. Section
1.401(k)-1(d)(3)) or a SIMPLE IRA Plan (defined in Code Section 408(p)).

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

                                       51
<PAGE>

continue employment with the corporation acquiring such assets and only if the
distribution is made in connection with such disposition.

         (D)      the disposition by a corporation to an unrelated entity of
such corporation's interest in a subsidiary (within the meaning of Code Section
409(d)(3)) if such corporation continues to maintain the Plan but only with
respect to Employees who continue employment with such subsidiary and only if
the distribution is made in connection with such disposition.

         (E)      unless otherwise elected by the Primary Employer in the
Adoption Agreement, the attainment of age 59-1/2 in the case of a profit-sharing
plan; and

         (F)      unless otherwise elected by the Primary Employer in the
Adoption Agreement, the hardship of the Participant as described in Section 5.9
(only if this Plan is a profit sharing plan and only with respect to Pre-Tax
Contributions, not Qualified Nonelective Contributions, Qualified Matching
Contributions, Safe Harbor Nonelective Contributions or Safe Harbor Matching
Contributions).

         All distributions that may be made under one or more of the foregoing
distributable events are subject to the consent requirements of Section 5.6.4.

         In addition, distributions that are triggered by any of the events
described in subparagraphs 5.1.2 (B), (C), and (D) above must be made in a "lump
sum distribution" within the meaning of Code Section 402(d)(4), without regard
to subparagraphs (A)(i) through (iv), (B), and (F) of that Section.

         For purposes of subparagraphs 5.1.2(C) and (D) a distribution is made
"in connection" with an event described in either Section only if the
distribution is made no later than the end of the second calendar year after the
calendar year in which the event occurred. Notwithstanding the preceding
sentence, the Plan Administrator may determine that unusual circumstances
warrant treating a distribution made after the end of the second calendar year
after the calendar year in which the event occurred as being in "connection
with" such events.

5.2      AMOUNT OF BENEFITS UPON A FULLY VESTED SEPARATION:

A Participant's benefits upon his or her Fully Vested Separation for any reason
other than Disability shall be the Account Balance of all of his or her Accounts
determined in accordance with Section 10.6.

5.3      AMOUNT OF BENEFITS UPON A PARTIALLY VESTED SEPARATION:

A Participant's benefits upon his or her Partially Vested Separation for any
reason other than Disability shall be: (A) the Account Balance of his or her
Accounts (other than Accounts listed in Section 4.1.1(Vested Accounts))
determined in accordance with Section 10.6.2 multiplied by his or her vested
percentage determined under Section 4.1.3, or, if applicable, Section 4.4.2
(Top-Heavy Vesting Schedule), plus (B) the Account Balance of his or her
Accounts listed in Section 4.1.1 (Vested Accounts) determined in accordance with
Section 10.6.

5.4      AMOUNT OF BENEFITS UPON A NONVESTED SEPARATION:

A Participant's benefits upon his or her termination of Employment prior to
satisfying the vesting requirement of Sections 4.1.2 and 4.1.3 shall be the
Account balance of his or her vested Accounts (under Section 4.1.1), if any,
determined in accordance with Section 10.6 plus a zero dollar cash-out
distribution of his or her Accounts other than those listed in Section 4.1.1.

5.5      AMOUNT OF BENEFITS UPON A SEPARATION DUE TO DISABILITY:

If a Participant terminates Employment due to a Disability, his or her Account
Balance will be 100% vested in accordance with Section 4.1.2, and his or her
benefit shall be the Account Balance of all of his or her Accounts determined in
accordance with Section 10.6. The Benefit Commencement Date of any such
Participant on whose

                                       52
<PAGE>

behalf contributions are being made under Section 3.1.4 (regarding Disabled
Participants) shall be as soon as practicable after the date such contributions
cease.

5.6      DISTRIBUTION AND RESTORATION:

5.6.1    CASH-OUT OF SMALL AMOUNTS:

         (A)      If an Employee terminates service, and the value of the
Employee's vested Account Balance is not greater than $5,000, the Employee will
receive a distribution of the value of the entire vested portion of such Account
Balance and the nonvested portion of such Account balance will be treated as a
forfeiture.

         (B)      If an Employee would have received a distribution under the
preceding paragraph but for the fact that the Employee's vested Account Balance
exceeded $5,000 when the Employee terminated service and if at a later time such
Account Balance is reduced such that it is not greater than $5,000, the Employee
will receive a distribution of such Account Balance and the nonvested portion
will be treated as a forfeiture.

         (C)      For purposes of this Section, if a Participant incurs a
Nonvested Separation, the Employee shall be deemed to have received a
distribution of zero dollars reflecting the entire value of his or her Employer
Derived Account Balance.

         (D)      Effective for distributions made on or after March 22, 1999,
whether a Participant's vested Account Balance as described in this Section
exceeds $5,000 shall be determined at the time of the current distribution
without regard to the value of such Account Balance at the time of any prior
distribution.

5.6.2    FORFEITURE OF NONVESTED ACCOUNT UPON DISTRIBUTION:

If an Employee terminates service, and elects, in accordance with the
requirements of Section 5.6.4 or 5.6.5 (as applicable) to receive the value of
the Employee's vested Account Balance, the nonvested portion will be treated as
a forfeiture.

5.6.3    RESTORATION OF FORFEITED AMOUNTS:

If an Employee receives or is deemed to receive a distribution under this
Section and the Employee resumes employment covered under this Plan, the
Employee's Employer Derived Account Balance will be restored (from additional
Employer contributions and/or forfeitures, as provided in Section 3.7) to the
amount on the date of distribution if the Employee repays to the Plan the full
amount of the distribution attributable to Pre-Tax and Employer Contributions
before the earlier of five years after the first date on which the Participant
is subsequently re-employed by the Employer, or the date the Participant incurs
five consecutive one-year Breaks in Service following the date of the
distribution. If an Employee is deemed to receive a distribution under this
Section, and the Employee resumes employment covered under this Plan before the
date the Participant incurs five consecutive one-year Breaks in Service, upon
the reemployment of such Employee, the Employer Derived Account Balance of the
Employee will be restored to the amount on the date of such deemed distribution.

5.6.4    CONSENT REQUIREMENTS:

         (A)      Account Exceeds $5,000. If the value of a Participant's vested
Account balance exceeds $5,000 and the Account balance is Immediately
Distributable:

                  (i)      the Participant must consent in order for a
distribution to be made in any form; and

                  (ii)     the Participant's Spouse must consent in order for a
distribution to be made in a form other than a Qualified Joint and Survivor
Annuity unless the Plan is a "Non-QJSA Profit Sharing Plan" (as defined in
Section 6.1.2).

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<PAGE>

         (B)      Consent Not Required Under Certain Circumstances. Neither the
consent of the Participant nor the Participant's Spouse shall be required to the
extent that a distribution is required to satisfy Section 401(a)(9), Section
402(g), Section 415, Section 401(k), or Section 401(m) of the Code. In addition,
upon termination of this Plan, if the Plan does not offer an annuity option
(purchased from a commercial provider) and if the Employer or an Affiliate does
not maintain another Defined Contribution Plan (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7)), the Participant's Account
Balance will, without the Participant's consent, be distributed to the
Participant. However, if the Employer or an Affiliate maintains another Defined
Contribution Plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7)), then the Participant's Account balance will be
transferred, without the Participant's consent, to the other plan if the
Participant does not consent to an immediate distribution.

5.6.5    TIMING OF NOTICE AND CONSENT:

         (A)      General Rules. The consent of the Participant and the
Participant's Spouse, if applicable, shall be obtained in writing within the
90-day period ending on the "annuity starting date." The "annuity starting date"
is the first day of the first period for which an amount is paid as an annuity
or any other form. The Plan Administrator shall notify the Participant (and the
Participant's Spouse if the Plan is subject to the Qualified Joint and Survivor
Annuity requirements) of the right to defer any distribution until the
Participant's Account Balance is no longer Immediately Distributable. Such
notification shall include a general description of the material features, and
an explanation of the relative values of the optional forms of benefit available
under the Plan in a manner that would satisfy the notice requirements of Code
Sections 417(a)(3) and 411(a)(11), and shall be provided no less than 30 days
and no more than 90 days prior to the annuity starting date.

         (B)      Non-QJSA Profit Sharing Plans. Effective for distributions on
or after January 1, 1997, in the case of a "Non-QJSA Profit Sharing Plan" (as
defined in Section 6.1.2), distributions may commence less than 30 days after
the notice required under Code Section 411(a)(11) and paragraph (A) above is
provided if the Plan Administrator clearly informs the Participant that the
Participant has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution (and,
if applicable, a particular distribution option), and the Participant, after
receiving the notice, affirmatively elects a distribution.

         (C)      Plans Other Than Non-QJSA Profit Sharing Plans. Effective for
distributions on or after January 1, 1997, if this Plan is subject to the
Qualified Joint and Survivor Annuity requirements, the notice described in (A)
above shall include a written explanation of: (i) the terms and conditions of
the Qualified Joint and Survivor Annuity; (ii) the Participant's right to make,
and the effect of, an election to waive a Qualified Joint and Survivor Annuity;
(iii) the rights of the Participant's Spouse; and (iv) the right to make and the
effect of, a revocation of a previous election to waive a Qualified Joint and
Survivor Annuity. The annuity starting date for a distribution in a form other
than a Qualified Joint and Survivor Annuity may be less than 30 days after
receipt of the written explanation described above if: (i) the Participant has
been provided with information that clearly indicates the Participant has at
least 30 days to consider whether to waive the Qualified Joint and Survivor
Annuity and elect (with spousal consent) a form of distribution other than a
Qualified 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 7 day period
beginning the day after the explanation of the Qualified Joint and Survivor
Annuity is provided to the Participant; and (iii) the annuity starting date is a
date after the date that the written explanation of the Qualified Joint and
Survivor Annuity was provided to the Participant.

5.7      WITHDRAWALS DURING EMPLOYMENT:

5.7.1    AGE 59-1/2 WITHDRAWAL:

If the Plan is a profit-sharing plan, unless elected otherwise by the Primary
Employer in the Adoption Agreement, each Participant upon attainment of age
59-1/2 may elect to withdraw, as of the Valuation Date next following the
receipt of an election by the Plan Administrator, and upon such notice as the
Plan Administrator may require, all or any part of the vested Account balance of
all of his or her Accounts, as of such Valuation Date.

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<PAGE>

5.7.2    AGE 70-1/2 WITHDRAWAL:

If the Primary Employer has elected in the Adoption Agreement to permit age
70-1/2 withdrawals during Employment, each Participant upon the January 1 of the
calendar year in which the Participant attains age 70-1/2 may elect to withdraw,
as of the Valuation Date next following the receipt of an election by the Plan
Administrator, and upon such notice as the Plan Administrator may require, all
or any part of the vested Account Balance of all or his or her Accounts, as of
such Valuation Date.

5.7.3    ROLLOVER CONTRIBUTION AND EMPLOYEE AFTER-TAX CONTRIBUTION WITHDRAWAL:

Notwithstanding Section 5.7.1, prior to termination of Employment, each
Participant with a Rollover Contributions Account and/or an Employee After-Tax
Contributions Account may elect to withdraw, as of the Valuation Date next
following the receipt of an election by the Plan Administrator, and upon such
notice as the Plan Administrator may require, all or any of such Account, as of
such Valuation Date.

5.7.4     RULES AND PROCEDURES:

The Plan Administrator may establish from time to time rules and procedures with
respect to any withdrawals including the order of Accounts from which such
withdrawals shall be made.

5.7.5    FORFEITURES:

No forfeitures shall occur as a result of a withdrawal under this Section 5.7.

5.7.6    SPOUSAL CONSENT:

If a Participant is married at the time of such election, the Participant's
Spouse must consent to such a withdrawal in the same manner as provided in
Section 6.2.4 (waiver of Qualified Joint and Survivor Annuity); provided,
however, that if the Plan is a profit-sharing plan and Section 6.1.2 applies,
the consent of the Participant's Spouse will not be required.

5.7.7    TRANSFERS FROM MONEY PURCHASE PLAN TO PROFIT SHARING PLAN:

This Section 5.7.7 is effective if this Plan is a profit sharing plan that has
accepted a transfer of assets and liabilities from a money purchase pension plan
and only to the extent it does not result in a violation of Code Section
411(d)(6) (subject to Treas. Reg. 1.411(d)-4, Q&A 2(b) and Revenue Ruling
94-76).

Effective as of the first day of the Plan Year, or, if later, 90 days after
December 12, 1994 and 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 an event described in 5.1.3(B), (C), or
(D), 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
voluntary employee contributions).

5.8      LOANS:

5.8.1    PARTICIPANT LOANS:

Unless otherwise elected by the Primary Employer in the Adoption Agreement,
loans shall be made available to all Participants and Beneficiaries (who are
"parties in interest" under ERISA Section 3(14)(17)) on a reasonably equivalent
basis. A Participant may submit an application to the Plan Administrator to
borrow from any

------------------
(17) The term "party in interest" generally includes active Employees, Plan
fiduciaries, Plan service providers, certain owners, and relatives of such
individuals.

                                       55
<PAGE>

Account maintained for the Participant (on such terms and conditions as the Plan
Administrator shall prescribe) an amount which when added to the outstanding
balance of all other loans to the Participant (including loans made to the
Participant from other Qualified Plans of the Employer) would not exceed the
lesser of (a) $50,000 reduced by the excess (if any) of the highest outstanding
balance of loans during the one year period ending on the day before the loan is
made, over the outstanding balance of loans from the Plan on the date the loan
is made, or (b) 50% of the vested portion of his or her Account (determined
without regard to accumulated QVECs) as of the Valuation Date immediately
preceding the receipt of his or her loan application by the Plan Administrator.
The loan application must be made before the expiration of such notice period as
the Plan Administrator may require. For this purpose, all loans from Qualified
Plans of the Employer or an Affiliate shall be aggregated, and an assignment or
pledge of any portion of the Participant's interest in the Plan, and a loan,
pledge or assignment with respect to any insurance contract purchased under the
Plan, will be treated as a loan under this Section 5.8.1. The Plan Administrator
shall administer such procedures as are necessary or desirable to administer
Plan loans in accordance with this Section 5.8.

5.8.2    CONDITIONS FOR LOANS:

If approved, each such loan shall comply with the following conditions:

         (A)      it shall be evidenced by a negotiable promissory note;

         (B)      it shall be adequately secured and bear a reasonable rate of
interest, as determined by the Plan Administrator;

         (C)      the Participant must obtain the consent of his or her Spouse,
if any, to the use of the Account balance as security for the loan. Spousal
consent shall be obtained no earlier than the beginning of the 90-day period
that ends on the date on which the loan is to be so secured. If the Plan is a
profit-sharing plan that meets the requirements in Section 6.1.2 of the Plan (a
"Non-QJSA Profit Sharing Plan"), however the consent of the Participant's Spouse
will not be required. Any required spousal consent must be in writing, must
acknowledge the effect of the loan, and must be witnessed by a Plan
representative or notary public. Such consent shall thereafter be binding with
respect to the consenting Spouse or any subsequent Spouse with respect to that
loan. A new consent shall be required if the Account balance is used for
renegotiation, extension, renewal, or other revision of the loan. A new consent
also is required if an Account is used for any increase in the amount of
security. The consent described in this paragraph is a consent to the reduction
of the Account Balance payable at time of death or distribution by the amount of
the security interest necessary to repay the loan;

         (D)      the loan, by its terms, must require repayment (principal and
interest) be amortized in level payments, not less frequently than quarterly,
over a period not extending beyond five years from the date of the loan;
provided, however, that if the proceeds of the loan are used to acquire a
dwelling unit which within a reasonable time (determined at the time the loan is
made) will be used as the principal residence of the Participant, the repayment
schedule may be for a term in excess of five years; and

         (E)      the loan shall be adequately secured and may be secured by no
more than 50% of the Participant's vested interest in his or her Accounts.

5.8.3    ACCOUNT ADJUSTMENTS:

If a Participant or Beneficiary requests and is granted a loan, principal and
interest payments with respect to the loan shall be credited solely to the
Account of the borrowing Participant from which the loan was made. In addition,
all repayments of principal and interest shall be reinvested in the Plan in the
same manner and in the same proportion as all other Participant contributions
would otherwise be made, based on the Participant's current investment election.
Any loss caused by nonpayment or other default on a Participant's loan
obligations shall be charged solely to that Account. Any other loan shall be
treated as an investment of the Trust Fund and interest and principal payments
on account thereof shall be credited to the Trust Fund.

The Plan Administrator shall determine the order of Accounts from which a loan
may be made.

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<PAGE>

5.8.4    GENERAL RULES:

In all events:

         (A)      in the event of a default, foreclosure on the promissory note
will not occur until a distributable event occurs under this Article V;

         (B)      no loan will be made to any Owner-Employee or to any
"shareholder-Employee" of an Employer. For this purpose, a
"shareholder-Employee" means an Employee or officer of an electing small
business, i.e., an "S corporation" as defined in Code Section 1361, who owns (or
is considered as owning within the meaning of Code Section 318(a)(1)) on any day
during the taxable year of such corporation, more than 5% of the outstanding
stock of the corporation; and

         (C)      loans shall not be made available to Highly Compensated
Employees in an amount greater than the amount made available to other
Employees.

5.8.5    SUSPENSION OF LOAN REPAYMENTS:

         (A)      Suspension for Periods of Qualified Military Service. An
Employee's obligation to repay principal and/or interest under a loan made under
this Section 5.8 shall be suspended for any part of any period during which such
Employee is performing service in the uniformed military service to the extent
permitted under Code Section 414(u)(4).

         (B)      Suspension for Other Leaves of Absence. In accordance with
procedures implemented by the Plan Administrator, an Employee's obligation to
repay principal and/or interest under a loan made under this Section 5.8 may be
suspended for a period of up to one year on account of a leave of absence,
either without pay from the Employer or at a rate of pay (after income and
employment tax withholding) that is less than the amount of the installment
payments required under the terms of the loan.

5.9      HARDSHIP DISTRIBUTIONS:

5.9.1    GENERAL RULES:

To the extent available and elected by the Primary Employer in the Adoption
Agreement, an Active Participant may request a distribution due to hardship
from, unless elected otherwise by the Primary Employer in the Adoption
Agreement, the vested portion of his or her Accounts other than from his or her
Qualified Nonelective Contributions Account, Qualified Matching Contributions
Account, earnings accrued after December 31, 1988 on the Participant's Pre-Tax
Contributions, or any Safe Harbor contributions made under Section 3.16, only if
the distribution is made both due to an immediate and heavy financial need of
the Participant and is necessary to satisfy such financial need. Hardship
distributions are subject to the spousal consent requirements contained in Code
Sections 401(a)(11) and 417 unless the Plan is a "Non-QJSA Profit Sharing Plan"
as defined in Section 6.1.2.

5.9.2    CONDITIONS FOR HARDSHIP DISTRIBUTION:

A hardship distribution shall be permitted only if the distribution is due to:

         (A)      expenses incurred or necessary for medical care described in
Code Section 213(d) to be incurred by the Participant, the Participant's Spouse,
or any dependents of the Participant (as defined in Code Section 152);

         (B)      expenses related to the purchase (excluding mortgage payments)
of a principal residence for the Participant;

                                       57
<PAGE>

         (C)      payment of tuition and related educational fees and room and
board expenses for the next 12 months of post-secondary education for the
Participant, his or her Spouse, children or dependents;

         (D)      the need to prevent the eviction of the Participant from his
or her principal residence or foreclosure on the mortgage of the Participant's
principal residence; or

         (E)      any other condition or event which the Commissioner of the IRS
determines is a deemed immediate and financial need.

5.9.3    IMMEDIATE AND HEAVY FINANCIAL NEED:

A distribution will be considered necessary to satisfy an immediate and heavy
financial need of a Participant if all of the following requirements are
satisfied:

         (A)      the distribution will not be in excess of the amount of the
immediate and heavy financial need of the Participant (including amounts
necessary to pay any Federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution);

         (B)      the Participant obtains all distributions, other than hardship
distributions, and all nontaxable loans currently available under all plans
maintained by the Employer or an Affiliate (except to the extent that taking a
loan will not alleviate the hardship or repaying the loan would create a
financial hardship);

         (C)      the Participant's Pre-Tax Contributions and Employee After-Tax
Contributions will be suspended for at least 12 months after receipt of the
hardship distribution in this Plan and in all other plans maintained by the
Employer or an Affiliate (including all qualified and nonqualified plans of
deferred compensation, stock option plans, stock purchase plans, or a CODA that
is part of a Code Section 125 plan, but excluding any mandatory employee
contribution portion of a defined benefit plan); and

         (D)      the Participant may not make Pre-Tax Contributions 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 Pre-Tax
Contributions for the taxable year of the distribution in this Plan and in all
other plans maintained by the Employer or an Affiliate.

5.9.4    EXCEPTION TO GENERAL RULES:

If the distribution is made from any Account other than a Pre-Tax Contributions
Account, a distribution due to hardship may be made without application of
Section 5.9.3(B), 5.9.3(C), or 5.9.3(D).

5.10     LIMITATION ON COMMENCEMENT OF BENEFITS:

Unless the Participant elects otherwise, distribution of benefits will commence
no later than the 60th day after the latest of the close of the Plan Year in
which:

         (A)      the Participant attains age 65 (or Normal Retirement Age if
earlier);

         (B)      occurs the tenth anniversary of the year in which the
Participant commenced participation in the Plan; or

         (C)      the Participant terminates Employment with the Employer.

Notwithstanding the foregoing, the failure of a Participant and Spouse to
consent to a distribution while a benefit is Immediately Distributable shall be
deemed to be an affirmative election to defer commencement of payment of any
benefit sufficient to satisfy this Section.

                                       58
<PAGE>

5.11     DISTRIBUTION REQUIREMENTS:

5.11.1   PARTICIPANT DISTRIBUTIONS:

Subject to the Joint and Survivor Annuity rules set forth in Article VI, the
requirements of this Article shall apply to any distribution of a Participant's
interest and will take precedence over any inconsistent provisions of this Plan.
As used in this Section 5.11, each of the following terms shall have the meaning
for that term set forth in this Section 5.11.1:

         (A)      Applicable Life Expectancy. The term "Applicable Life
Expectancy" means the life expectancy (or joint and last survivor expectancy)
calculated using the attained age of the Participant (or designated Beneficiary)
as of the Participant's (or designated Beneficiary's) birthday in the applicable
calendar year reduced by one for each calendar year which has elapsed since the
date Life Expectancy was first calculated. Unless the Participant elects
otherwise (or, in the case of distributions described in Section 7.2, the
Participant's Spouse elects otherwise) by the time distributions are required to
begin, Life Expectancies shall not be recalculated. Any election for
recalculation shall be irrevocable as to the Participant or Spouse and shall
apply to all subsequent years. The Life Expectancy of a non-Spouse Beneficiary
may not be recalculated.

         If Life Expectancy recalculation is elected by the Participant (or
Spouse), the Applicable Life Expectancy shall be the Life Expectancy as so
recalculated. The applicable calendar year shall be the first Distribution
Calendar Year, and if Life Expectancy is being recalculated, such succeeding
calendar year.

         (B)      Designated Beneficiary. The term "Designated Beneficiary"
means the individual who is designated as the Beneficiary under the Plan in
accordance with Section 7.2.2 and Code Section 401(a)(9). If a Participant names
a trust to be a Designated Beneficiary, the designation shall provide that, as
of the later of the date on which the trust is named as a Beneficiary or the
Participant's Required Beginning Date, and as of all subsequent periods during
which the trust is named as a Beneficiary, the following requirements will be
met:

                  (i)      the trust is a valid trust under state law, or would
be but for the fact that there is no corpus;

                  (ii)     the trust is irrevocable or will, by its terms,
become irrevocable upon the Participant's death;

                  (iii)    the Beneficiaries of the trust who are Beneficiaries
with respect to the trust's interest in the Participant's benefits are
identifiable from the trust instrument within the meaning of Code Section
401(a)(9); and

                  (iv)     the Participant either: (1) provides the Plan
Administrator a copy of the trust instrument and agrees that if the trust
instrument is amended, the Participant will, within a reasonable time, provide
the Plan Administrator a copy of each such amendment, or (2) provides the Plan
Administrator a list of all of the Beneficiaries of the trust (including
contingent and remainderman Beneficiaries with a description of the conditions
on their entitlement), certifies that, to the best of the Participant's
knowledge, the list is correct and complete and that requirements (i), (ii), and
(iii) of this paragraph are satisfied, and agrees to provide the Plan
Administrator a copy of the trust instrument on demand.

         If a Participant names a trust as his or her Beneficiary, but the
requirements of this paragraph are not satisfied, the Participant shall be
deemed to not have a Designated Beneficiary.

         (C)      Distribution Calendar Year. The term "Distribution Calendar
Year" means 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 7.2.

                                       59
<PAGE>

         (D)      Life Expectancy. Life Expectancy and joint and last survivor
expectancy are computed by use of the expected return multiples in Tables V and
VI of Treas. Reg. Section 1.72-9.

         (E)      Participant's Benefit.

                  (i)      General Rule. The Participant's Benefit is the
Account Balance as of the last Valuation Date in the calendar year immediately
preceding the Distribution Calendar Year (valuation calendar year), increased by
the amount of any contributions or forfeitures allocated to the Account Balance
as of dates in the Valuation calendar year after the Valuation Date and
decreased by distributions made in the Valuation calendar year after the
Valuation Date.

                  (ii)     Exception for Second Distribution Calendar Year. For
purposes of paragraph (i) above, if any portion of the minimum distribution for
the first Distribution Calendar Year is made in the second Distribution Calendar
Year on or before the Required Beginning Date, the amount of the minimum
distribution made in the second Distribution Calendar Year shall be treated as
if it had been made in the immediately preceding Distribution Calendar Year.

         (F)      Required Beginning Date.

                  (i)      General Rule. Effective for Plan Years beginning on
or after January 1, 1997, the Required Beginning Date of a Participant is the
later of the April 1 of the calendar year following the calendar year in which
the Participant attains age 70-1/2 or retires except that the Required Beginning
Date for a 5-percent is the April 1 of the calendar year following the calendar
year in which the Participant attains age 70-1/2.

                  (ii)     5% owner. A Participant is treated as a 5% owner for
purposes of this Section 5.11 if such Participant is a 5% owner as defined in
Code Section 416(i) (determined in accordance with Section 416 but without
regard to whether the plan is top-heavy) at any time during the Plan Year ending
with or within the calendar year in which such owner attains age 70-1/2 or any
subsequent Plan Year. Once distributions have begun to a 5% owner under this
Section 5.11, they must continue to be distributed, even if the Participant
ceases to be a 5% owner in a subsequent year.

                  (iii)    Transition Rules.

                           (1) Deferral of Benefit Commencement. If elected by
the Primary Employer in the Adoption Agreement, any actively employed
Participant (other than a 5% owner) attaining age 70-1/2 in years after 1995 may
elect, by April 1 of the calendar year following the year in which the
Participant attained age 70-1/2, (or by December 31, 1997 in the case of a
Participant attaining age 70-1/2 in 1996) to defer distributions until the
calendar year following the calendar year in which the Participant retires. If
no such Participant election is made, then unless otherwise provided in the
Adoption Agreement, the Participant will begin receiving distributions by the
April 1 of the calendar year following the year in which the Participant
attained age 70-1/2 (or by December 31, 1997 in the case of a Participant
attaining age 70-1/2 in 1996).

                           (2) Cessation of Minimum Distribution Payments. If
elected by the Primary Employer in the Adoption Agreement, any actively employed
Participant (other than a 5% owner) attaining age 70-1/2 in years prior to 1997
may elect to stop receiving minimum distributions and recommence distributions
by the April 1 of the calendar year following the year in which the Participant
retires. If such distributions are ceased, unless otherwise elected in the
Adoption Agreement, there shall be a new annuity starting date for distribution
purposes upon a later recommencement of distributions.

                           (3) Elimination of Pre-Retirement Age-70-1/2
Distribution Option. If elected by the Primary Employer in the Adoption
Agreement, the preretirement age 70-1/2 distribution option is only eliminated
with respect to Employees who reach age 70-1/2 in or after a calendar year that
begins after the later of December 31, 1998, or the date of the amendment set
forth in the Adoption Agreement, but no later than the date permitted by the IRS
to eliminate such option consistently with the requirements of Code Section
411(d)(6) and the regulations and other guidance issued thereunder. The
preretirement age 70-1/2 distribution option is an

                                       60
<PAGE>

optional form of benefit under which benefits payable in a particular
distribution form (including any modifications that may be elected after benefit
commencement) commence at a time during the period that begins on or after
January 1 of the calendar year in which an Employee attains age 70-1/2 and ends
April 1 of the immediately following calendar year.

5.11.2   CODE SECTION 401(a)(9) COMPLIANCE:

All distributions required under this Section 5.11 shall be determined and made
in accordance with the regulations and other guidance issued under Code Section
401(a)(9), including the minimum distribution incidental benefit requirement of
Prop. Treas. Reg. Section 1.401(a)(9)-2. The entire interest of a Participant
must be distributed or begin to be distributed no later than the Participant's
Required Beginning Date.

5.11.3   LIMITS ON DISTRIBUTION PERIODS:

As of the first Distribution Calendar Year, distributions, if not made in a lump
sum, may only be made over one of the following periods (or a combination
thereof):

         (A)      the life of the Participant;

         (B)      the life of the Participant and a Designated Beneficiary;

         (C)      a period certain not extending beyond the Life Expectancy of
the Participant; or

         (D)      a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a Designated Beneficiary.

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

5.11.4   DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR

If the Participant's interest is to be distributed in other than a single sum,
the following minimum distribution rules shall apply on or after the Required
Beginning Date:

         (A)      Individual Account.

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

                  (ii)     For calendar years beginning before January 1, 1989,
if the Participant's Spouse is not the designated Beneficiary, the method of
distribution selected must assure that at least 50% of the present value of the
amount available for distribution is paid within the Life Expectancy of the
Participant.

                  (iii)    For calendar years beginning after December 31, 1988,
the amount to be distributed each year, beginning with distributions for the
first Distribution Calendar Year shall not be less than the quotient obtained by
dividing the Participant's Account Balance by the lesser of (1) the applicable
Life Expectancy or (2) if the Participant's Spouse is not the designated
Beneficiary, the applicable divisor determined from the table set forth in Q&A-4
of Prop. Treas. Reg. Section 1.401(a)(9)-2. Distributions after the death of the
Participant shall be distributed using the applicable Life Expectancy in Section
5.11.1(A) above as the relevant divisor without regard to Prop. Treas. Reg.
Section 1.401(a)(9)-2.

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<PAGE>

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

         (B)      Other Forms.

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

5.11.5   TRANSITIONAL RULE:  SECTION 242 ELECTION:

Notwithstanding the other requirements of this Article and subject to the Joint
and Survivor Annuity rules set forth in Article VI, distribution on behalf of
any Employee, including a 5% owner, may be made in accordance with all of the
following requirements (regardless of when such distribution commences):

         (A)      the distribution by the Plan is one which would not have
disqualified such Plan under Code Section 401(a)(9) as in effect prior to
amendment by the Deficit Reduction Act of 1984;

         (B)      the distribution is in accordance with a method of
distribution designated by the Employee whose interest is being distributed or,
if the Employee is deceased, by a Beneficiary of such Employee;

         (C)      such designation was in writing, was signed by the Employee or
the Beneficiary, and was made before January 1, 1984;

         (D)      the Employee had accrued a benefit under the Plan as of
December 31, 1983; and

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

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

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

If a designation subject to this Section 5.11.5 (a "Section 242(b)(2) Election")
is revoked, any subsequent distribution must satisfy the requirements of Code
Section 401(a)(9), as otherwise provided in this Section 5.11. If Section
242(b)(2) Election is revoked after the date distributions are required to
begin, the Plan must distribute the total amount not yet distributed to the
Participant and that would have been required to have been distributed to the
Participant to satisfy Code Section 401(a)(9) and the proposed regulations
thereunder but for the Section 242(b)(2) Election. That distribution must be
made by the end of the calendar year following the calendar year in which the
revocation occurs. Also, for calendar years beginning after December 31, 1988,
such distributions must meet the minimum distribution incidental benefit
requirements in Prop. Treas. Reg. Section 1.401(a)(9)-2.

Any changes in a Section 242(b)(2) Election will be considered to be a
revocation of the election. However, the mere substitution or addition of
another Beneficiary (one not named in the election) under the Section 242(b)(2)
Election will not be considered to be a revocation of the election, as long as
that substitution or addition does not alter the period over which distributions
are to be made under the election, directly or indirectly (for example,

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by altering the relevant measuring life). In the case in which an amount is
transferred or rolled over from one plan to another plan, the rules in Q&A J-2
and Q&A J-3 of Prop. Treas. Reg. Section 1.401(a)(9)-1 shall apply.

5.12     ELECTRONIC MEDIA:

Any notice, election, consent to a distribution, waiver, loan request, request
for withdrawal, or other communication under this Article V may be made by means
of such electronic, telephonic or other media authorized by the Plan
Administrator to the extent permitted and in the manner required under
applicable law.

                                   ARTICLE VI
                     FORMS OF PAYMENT OF RETIREMENT BENEFITS

6.1      METHODS OF DISTRIBUTION:

6.1.1    PLANS SUBJECT TO ANNUITY REQUIREMENTS - NORMAL FORM OF BENEFIT:

If the Plan is a money purchase pension plan, a target benefit plan, or a
profit-sharing plan other than a Non-QJSA Profit-Sharing Plan (as defined in
Section 6.1.2), a Participant's benefit shall be payable in the normal form of a
Qualified Joint and Survivor Annuity if the Participant is married on his or her
Benefit Commencement Date and in the normal form of an immediate annuity for the
life of the Participant if the Participant is not married on that date. A
Participant who terminated Employment on or after satisfying the requirements
for Early Retirement may elect to have his or her Qualified Joint and Survivor
Annuity distributed upon or after his or her termination of Employment. A
Participant in a money purchase pension plan, a target benefit plan, or a
profit-sharing plan that is not a Non-QJSA Profit Sharing Plan, may at any time
after attaining age 35 and prior to his or her Benefit Commencement Date elect,
in accordance with Section 6.2, any of the following optional forms of payment
instead of the normal form:

         (A)      An Annuity Contract payable as:

                  (i)      a Straight Life Annuity;

                  (ii)     a joint and 50% survivor annuity with a contingent
annuitant;

                  (iii)    a joint and 100% survivor annuity with a contingent
annuitant;

                  (iv)     an annuity for the life of the Participant with 120
monthly payments certain (any Annuity Contract distributed must be
nontransferable).

         (B)      A lump-sum distribution in cash or in kind, or part in cash
and part in kind; or

         (C)      In installments payable in cash or in kind, or part in cash
and part in kind over a period not in excess of that required to comply with
Section 5.11.4.

Anything in this Section 6.1.1 to the contrary notwithstanding, if the value of
a Participant's vested Account as of the applicable Valuation Date is $5,000 or
less, his or her benefit shall be paid in the form of a lump-sum distribution
and no optional form of benefit payment shall be available.

6.1.2    NON-QJSA PROFIT SHARING PLANS - LUMP SUM NORMAL FORM OF BENEFIT:

         (A)      Conditions for Non-QJSA Profit Sharing Plan Status. If the
following conditions are satisfied with respect to Participants in a profit
sharing plan, then the Plan shall be treated as a "Non-QJSA Profit Sharing Plan"
with respect to such Participants: (i) the Participant does not or cannot elect
payments in the form of a life annuity; and (ii) on the death a Participant, the
Participant's vested Account Balance will be paid to the

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Participant's Surviving Spouse; provided, however, that if there is no Surviving
Spouse, or if the Surviving Spouse has consented to the naming of a different
Beneficiary in accordance with Section 7.2.2, then the vested Account Balance
may be paid to the Participant's designated Beneficiary upon the Participant's
death.

         (B)      Transfers from Plan Subject to QJSA Rules. This Section 6.1.2
shall not be operative with respect to a Participant in a profit sharing plan to
the extent the Plan is a direct or indirect transferee of a defined benefit
plan, money purchase plan, a target benefit plan, stock bonus, or profit sharing
plan which is subject to the survivor annuity requirements of Code Sections
401(a)(11) and 417, unless the survivor annuity requirements are permissibly
eliminated in accordance with Code Section 411(d)(6) and the regulation
thereunder.

         (C)      Distribution Forms. If this Section 6.1.2 is operative, then

                  (i)      the normal form of benefit shall be a lump sum
distribution;

                  (ii)     a Participant may also elect to receive his or her
benefit in the form of installments in accordance with 6.1.1(C) of the Plan; and

                  (iii)    Sections 6.2.1, 6.2.2 and 6.2.4 shall not apply
except as provided in this Section 6.1.2.

6.2      ELECTION OF OPTIONAL FORMS:

6.2.1    POST-AGE 35 WAIVER:

This Section 6.2.1 shall not be applicable if Section 6.1.2 applies to a
Participant. By notice to the Plan Administrator at any time prior to a
Participant's date of death and beginning on the first day of the Plan Year in
which the Participant attains age 35, the Participant may elect, in writing, not
to receive the normal form of benefit payment otherwise applicable and to
receive instead an optional form of benefit payment provided for in Section
6.1.1. If the Participant separates from Employment prior to the first day of
the Plan Year in which the Participant attains age 35, the Participant may make
such election beginning on the date he or she separates from Employment.

6.2.2    QJSA EXPLANATION:

Unless Section 6.1.2 applies, within a reasonable period, but in any event no
less than 30 and no more than 90 days prior to each Participant's Benefit
Commencement Date, the Plan Administrator shall provide to each Participant a
written explanation of the terms and conditions of a Qualified Joint and
Survivor Annuity. Such written explanation shall consist of:

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

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

         (C)      the rights of the Participant's Spouse under Section 6.2.4;

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

         (E)      the relative values of the various optional forms of benefit
under the Plan.

The Benefit Commencement Date for a distribution in a form other than a
Qualified Joint and Survivor Annuity may be less than 30 days after receipt of
the written explanation described in the preceding paragraph provided: (i) the
Participant has been provided with information that clearly indicates that the
Participant has at least 30 days to consider whether to waive the Qualified
Joint and Survivor Annuity and elect (with spousal consent) to a form of
distribution other than a Qualified Joint and Survivor Annuity; (ii) the
Participant is permitted to

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<PAGE>

revoke any affirmative distribution election at least until the Benefit
Commencement Date or, if later, at any time prior to the expiration of the
seven-day period that begins the day after the explanation of the Qualified
Joint and Survivor Annuity is provided to the Participant; and (iii) the Benefit
Commencement Date is a date after the date that the written explanation was
provided to the Participant.

The Plan Administrator may provide for such other notices, information or
election periods or take such other action as the Plan Administrator considers
necessary or appropriate to implement the provisions of this Section 6.2.2.

6.2.3    ELECTION REVOCATION:

A Participant may revoke his or her election to take an optional form of
benefit, and elect a different form of benefit, at any time prior to the
Participant's Benefit Commencement Date.

6.2.4    SPOUSAL CONSENT TO QJSA WAIVER:

         (A)      Spousal Consent Required for QJSA Waiver. The election of an
optional benefit by a Participant must also be a waiver of a Qualified Joint and
Survivor Annuity by the Participant. Any waiver of a Qualified Joint and
Survivor Annuity shall not be effective unless:

                  (i)      the Participant's Spouse consents in writing;

                  (ii)     the election designates a specific alternate
Beneficiary for an optional form of benefit that provides for distributions
after the death of a Participant to a beneficiary other than the Spouse,
including any class of Beneficiaries or any contingent Beneficiaries which may
not be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without any further Spousal consent);

                  (iii)    the Spouse's consent to the waiver is witnessed by a
Plan representative or notary public; and

                  (iv)     the Spouse's consent acknowledges the effect of the
election.

Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity
will not be effective unless the election designates a form of benefit payment
which may not be changed without spousal consent (or the Spouse expressly
permits designations without any further spousal consent).

         (B)      Circumstances Under Which Spousal Consent Not Required.
Spousal consent to any election or designation by a Participant under this Plan
shall not be required if the Participant establishes to the satisfaction of the
Plan Administrator that such written consent may not be obtained because there
is no Spouse, the Spouse cannot be located, the Participant is legally separated
or the Participant has been abandoned (within the meaning of local law) and the
Participant has a court order to that effect (unless a qualified domestic
relations order, within the meaning of Code Section 414(p), provides otherwise),
or because of such other circumstances as the Secretary may prescribe by
regulation, notice or otherwise. In addition, a Spouse's consent shall not be
required where the Spouse is legally incompetent to provide such consent. In
such a case, the Spouse's legal guardian may provide the required consent, even
if that legal guardian is the Participant.

         (C)      Other Rules for Spousal Consent. Any consent necessary under
this provision (or establishment that the consent of a Spouse may not be
obtained under paragraph (B)) shall be effective only with respect to such
Spouse. A consent that permits designations by the Participant without any
requirement of further consent by such Spouse must acknowledge that the Spouse
has the right to limit consent to a specific Beneficiary, and a specific form of
benefit, where applicable, and that the Spouse voluntarily elects to relinquish
either or both of such rights. Additionally, a revocation of a prior waiver may
be made by a Participant without the consent of the Spouse at any time before
his or her Benefit Commencement Date. The number of revocations shall not be
limited. Any new waiver will require a new consent by the electing Participant's
Spouse. No consent obtained under this provision shall be valid unless the
Participant has received notice as provided in this Section.

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<PAGE>

6.2.5    DEATH BEFORE BENEFITS COMMENCE:

The election of an optional form of benefit which contemplates the payment of an
annuity shall not be given effect if any person who would receive benefits under
the annuity dies before the Benefit Commencement Date.

6.3      CHANGE IN FORM OF BENEFIT PAYMENTS:

Any former Employee whose payments are being deferred or who is receiving
installment payments may request acceleration, including a lump sum payment of
his or her vested Account balance, or other modification of the form of benefit
distribution, subject to Code Section 401(a)(9) and Section 5.11, provided that
any necessary consent to such change required under Section 6.2.4 (to the extent
applicable) is obtained from the Employee's Spouse.

6.4      DIRECT ROLLOVERS:

Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a Distributee's election under this Section 6.4, a Distributee may elect,
at the time and in the manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan specified by the Distributee in a Direct Rollover. A Direct
Rollover is a payment by the Plan to the Eligible Retirement Plan specified by
the Distributee.

6.5      ELECTRONIC MEDIA:

Any notice, election, consent to a distribution, waiver, or other communication
under this Article VI may be made by means of such electronic, telephonic or
other media authorized by the Plan Administrator to the extent permitted and in
the manner required under applicable law.

                                  ARTICLE VII
                                 DEATH BENEFITS

7.1      PAYMENT OF ACCOUNT BALANCES:

7.1.1    PAYMENT TO BENEFICIARY:

In the case of an Active Participant who dies or an Inactive Participant who
dies before benefit commencement, the benefits payable to the Participant's
Beneficiary shall be the value of the vested Account Balance of all of the
Participant's Accounts. Except as otherwise provided in this Article VII, a
Beneficiary may request that he or she be paid his or her benefits as soon as
practicable after the Participant's death. Until all amounts are distributed
hereunder to the Participant's Beneficiary, the Participant's Account Balance
shall be adjusted for gains or losses occurring after the Participant's death in
accordance with the provisions of the Plan governing the adjustment of Account
Balances for other types of distributions.

7.1.2    FORM OF BENEFIT:

Benefits payable under this Article shall be paid to the Participant's
Beneficiary in the form and at the time elected by the Beneficiary and as
permitted under this Plan pursuant to Article VI, subject to Section 7.2.5. If
benefits have commenced as of the Participant's death in a form of benefit that
provides for continued payments after the Participant's death to a designated
Beneficiary, such amounts shall be paid to the Participant's designated
Beneficiary in accordance with the terms of such optional form of benefit;
provided, however, that a Beneficiary may elect to accelerate the distribution
of a benefit that is being paid in installments and have the remaining amounts
paid to the Beneficiary in the form of a single lump sum payment.

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<PAGE>

7.1.3    CASH OUT:

If the value of a Participant's vested Account Balance determined as of the
Valuation Date immediately following the Participant's death is $5,000 or less,
distribution of such benefit shall be made to the Participant's Beneficiary in a
single lump-sum cash payment as soon as practicable following the Participant's
death.

7.2      BENEFICIARIES:

7.2.1    WRITTEN EXPLANATION OF BENEFIT:

Unless this Plan is a Non-QJSA Profit Sharing Plan, as described in Section
6.1.2, the Plan Administrator shall provide each Participant, within the period
described in Section 7.2.1(A) for such Participant, a written explanation of the
death benefit under Section 7.2.5 in such terms and in such a manner as would be
comparable to the explanation provided for meeting the requirements applicable
to a Qualified Joint and Survivor Annuity under Code Sections 401(a)(11) and
417.

         (A)      The period for providing a written explanation of the death
benefit for a Participant ends on the latest of the following:

                  (i)      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;

                  (ii)     a reasonable period ending after the Employee becomes
a Participant; or

                  (iii)    a reasonable period ending after Code Section 417
first applies to the Participant.

         In case of a Participant who terminates Employment before attaining age
35 and who has a vested interest in his or her Account, notice must be provided
within a reasonable period ending after termination of Employment.

         (B)      For purposes of the preceding paragraph, a reasonable period
ending after the enumerated events described in (ii) and (iii) is the end of the
two-year period that begins one year before the date described in (ii) and (iii)
the applicable event occurs and ending one year after that date. A Participant
who has a vested interest in his or her Account and who terminates Employment
before the Plan Year in which age 35 is attained, shall be provided such notice
within the two-year period beginning one year before and ending one year after
the Participant's date of termination. If such a Participant returns to
Employment, the applicable period for such Participant shall be redetermined.

7.2.2    BENEFICIARY DESIGNATION:

A Participant shall designate one or more Beneficiaries to whom amounts due
after his or her death, other than under the Qualified Joint and Survivor
Annuity, shall be paid. If a Participant fails to make a proper designation or
if no designated Beneficiary survives the Participant, the Participant's
Beneficiary shall be the Participant's Surviving Spouse, or if the Participant
has no Surviving Spouse, the Participant's estate. A Participant's Beneficiary
shall not have any right to benefits under the Plan unless he or she shall
survive the Participant.

7.2.3    MANNER OF DESIGNATION:

Any designation of a Beneficiary incorporated into an Annuity Contract or
insurance contract shall be governed by the terms of such Annuity Contract or
insurance contract. Any other designation of a Beneficiary must be filed with
the Plan Administrator, in a time and manner designated by such Plan
Administrator, in order to be effective. Any such designation of a Beneficiary
may be revoked by filing a later designation or an instrument of revocation with
the Plan Administrator, in a time and manner designated by the Plan
Administrator.

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<PAGE>

7.2.4    BENEFICIARY OF MARRIED PARTICIPANTS - DESIGNATION OF NON-SPOUSE
         BENEFICIARY:

         (A)      General Rules. The Beneficiary of a Participant who is married
on his or her date of death shall be the Participant's Surviving Spouse, unless
the Participant has elected a different Beneficiary in accordance with the terms
of the Plan and the Plan Administrator's procedures. A married Participant's
designation of a Beneficiary other than his or her Spouse, including a
Beneficiary referred to in the first sentence of Section 7.2.3, or the change of
any such Beneficiary to a new Beneficiary other than the Participant's Spouse,
shall not be valid unless made in writing and consented to by the Participant's
Spouse.

         (B)      Effect of Divorce on Spousal Designation. Except to the extent
otherwise provided in a qualified domestic relations order (as defined in Code
Section 414(p)):

                  (i)      Any actual designation of a Spouse as a Participant's
Beneficiary on a form accepted by the Plan Administrator hereunder shall
continue to be valid and will not be revoked notwithstanding a later divorce of
the Spouse from the Participant, until and unless the Participant changes his or
her designated Beneficiary in accordance with the procedures established by the
Plan Administrator.

                  (ii)     If the Participant's Spouse is deemed to be the
Participant's Beneficiary at any time on account of an absence of any other
valid Beneficiary designation and the Participant and Spouse divorce, the
Participant's former spouse shall not be treated as a Beneficiary hereunder
until and unless the Participant specifically designates such person as his or
her Beneficiary in accordance with the procedures established by the Plan
Administrator.

                  (iii)    If a Participant remarries after a divorce, the new
Spouse will automatically be treated as the sole designated Beneficiary
hereunder until and unless a waiver and designation of an alternate Beneficiary
are thereafter delivered in accordance with the procedures established by the
Plan Administrator.

         (C)      Requirements for Spousal Consent to Non-Spouse Beneficiary.
The Spouse's consent to such designation will be effective only if:

                  (i)      the Spouse consents in writing;

                  (ii)     the designation designates a specific alternate
Beneficiary including any class of Beneficiaries or any contingent Beneficiaries
which may not be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further spousal consent);

                  (iii)    the Spouse's consent is witnessed by a Plan
representative or a notary public; and

                  (iv)     the Spouse's consent acknowledges the effect of the
designation.

         (D)      Circumstances Under Which Spousal Consent Not Required.
Spousal consent to any Beneficiary designation by a Participant under this Plan
shall not be required if the Participant establishes to the satisfaction of the
Plan Administrator that such written consent may not be obtained because there
is no Spouse, the Spouse cannot be located, the Participant is legally separated
or the Participant has been abandoned (within the meaning of local law) and the
Participant has a court order to that effect (unless a qualified domestic
relations order, within the meaning of Code Section 414(p), provides otherwise),
or because of such other circumstances as the Secretary may prescribe by
regulation, notice or otherwise. In addition, a Spouse's consent shall not be
required where the Spouse is legally incompetent to provide such consent. In
such a case, the Spouse's legal guardian may provide the required consent, even
if that legal guardian is the Participant.

7.2.5    REQUIRED DISTRIBUTIONS:

         (A)      Death After Benefit Commencement Date. If the Participant dies
after his or her Benefit Commencement Date, but before distribution of his or
her benefit has been completed, the remaining portion of such benefit may
continue in the form and over the period in which the distributions were being
made, or may

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<PAGE>

be distributed in an immediate lump sum, but in any event must continue to be
made at least as rapidly as under the method of distribution being used prior to
the Participant's death.

         (B)      Death Before Benefit Commencement Date.

                  (i)      Surviving Spouse Benefit. Except as provided in
paragraph (ii) below, unless an optional form of benefit has been selected
within the Election Period in accordance with an election made under Section
6.2.4, if a married Participant dies before the Benefit Commencement Date, then
the Participant's vested Account Balance shall be applied toward the purchase of
an annuity for the life of the Surviving Spouse. The Surviving Spouse may elect
to have such annuity distributed within a reasonable period after the
Participant's death. The preceding sentence shall not apply if the Surviving
Spouse elects, by written notice to the Plan Administrator, any other form of
benefit payment available under Article VI or the Participant's Surviving Spouse
has already consented to the designation of an alternate Beneficiary under
Section 7.2.4.

                  (ii)     Non-QJSA Profit Sharing Plan. In all events, if the
Plan is a profit-sharing plan which meets the requirements of Section 6.1.2.
(Non-QJSA Profit Sharing Plan), the Surviving Spouse shall receive his or her
distribution in the form of a single lump sum payment unless she or he elects
any other form of benefit payment available under Article VI or the
Participant's Surviving Spouse has already consented to the designation of an
alternate Beneficiary under Section 7.2.4.

                  (iii)    Cash-Out of Small Benefit. If the value of the
Participant's Account as of the Valuation Date immediately following his or hear
death is $5,000 or less, distribution of such Account shall be made in the form
of a single lump sum payment of the entire vested Account Balance.

         (C)      Death Before Benefit Commencement Date - Minimum Required
Distribution Rules. If the Participant dies before his or her Benefit
Commencement Date, the distribution of the Participant's entire interest shall
be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death except to the extent that an election is
made by the designated Beneficiary involved to receive distributions in
accordance with (i) or (ii) of this subsection (C) below:

                  (i)      If any portion of the Participant's interest is
payable to a designated Beneficiary who is an individual, distributions may be
made in substantially equal installments over any period up to the life or Life
Expectancy, as defined in Section 5.11.1(D), of the designated Beneficiary
commencing on or before December 31 of the calendar year immediately following
the calendar year of the Participant's death;

                  (ii)     If the designated Beneficiary is the Participant's
Surviving Spouse, the date distributions are required to begin in accordance
with (i) of this subsection (C) shall not be earlier than the later of December
31 of the calendar year in which the Participant died and December 31 of the
calendar year in which the Participant would have attained age 70-1/2; and

                  (iii)    If the Surviving Spouse dies after the Participant
but before payments begin, subsequent distributions shall be made as if the
Surviving Spouse had been the Participant.

         (D)      Additional Rules for Minimum Required Distributions.

                  (i)      For purposes of this Section 7.2.5, distribution of a
Participant's interest is considered to begin on the Participant's Required
Beginning Date, as defined in Section 5.11.1(F). If distribution in the form of
an annuity irrevocably commences to the Participant before such Required
Beginning Date, the date distribution is considered to begin is the date
distribution actually commences.

                  (ii)     For purposes of this Section 7.2.5, any amount paid
to a child of the Participant will be treated as if it had been paid to the
Participant's Surviving Spouse if the amount becomes payable to such Surviving
Spouse when the child reaches the age of majority.

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<PAGE>

                  (iii)    If the Participant has not made an election under
this Section 7.2.5 by the time of his or her death, the Participant's designated
Beneficiary must elect the method of distribution no later than the earlier of
(i) December 31 of the calendar year in which distributions would be required to
begin under this Section or (ii) December 31 of the calendar year which contains
the fifth anniversary of the date of death of the Participant. If the
Participant has no designated Beneficiary, or if the designated Beneficiary does
not elect a method of distribution, distribution of the Participant's entire
interest must be completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death.

7.3      MULTIPLE BENEFICIARIES:

         (A)      General Rule. No contingent Beneficiary shall receive any
benefit under the Plan if the Participant is survived by at least one primary
Beneficiary. If one, but fewer than all of the primary Beneficiaries designated
by the Participant survive the Participant, the percentage interest that
otherwise would have been payable to the primary Beneficiary or Beneficiaries
who predeceased the participant shall be divided among the primary Beneficiaries
who survive the Participant in the ratio determined by comparing the percentages
specified by the Participant for those beneficiaries and adjusting the
percentages accordingly. For example, suppose the Participant indicated
percentages of 20% for Beneficiary A, 30% for Beneficiary B and 50% for
Beneficiary C. If Beneficiary C predeceased the Participant, Beneficiaries A and
B would share Beneficiary C's 50% interest in a 2:3 ratio. Beneficiary A's
interest would increase to 40% and Beneficiary B's interest would increase to
60%.

         (B)      Exception. Notwithstanding Section 7.3(A), the interest of a
primary Beneficiary who predeceases the Participant shall be paid to such
contingent Beneficiary or Beneficiaries who the Participant designates to
receive the primary Beneficiary's interest, to the exclusion of all other
primary Beneficiaries. The ratio principle described in Section 7.3(A) shall be
used to determine each such surviving contingent Beneficiary's interest if one
or more of such contingent Beneficiaries predeceases the Participant. If no such
contingent Beneficiaries survive the Participant, the interest of the contingent
Beneficiaries shall be divided among the primary Beneficiaries under the ratio
principle described in Section 7.3(A).

7.4      QUALIFIED DISCLAIMERS:

A Beneficiary who is entitled to receive any benefits under the Plan may
disclaim all or any portion of such benefits by filing a written disclaimer with
the Plan Administrator after the death of the Participant. Any such disclaimer
shall be irrevocable, must be notarized or witnessed to the Plan Administrator's
satisfaction, and must comply with the requirements of the Code for qualified
disclaimers in order to be effective. If such a disclaimer is received by the
Plan Administrator before the payment of all remaining benefits under the Plan
otherwise owed to such disclaiming Beneficiary, then, notwithstanding any other
provision of the Plan, any disclaimed benefits otherwise payable to the person
filing such disclaimer shall be paid to the person designated by the Participant
to receive such benefits in the event of such a disclaimer, or if the
Participant has made no such designation, then to the person who would be the
Participant's Beneficiary determined in accordance with this Article VII as if
the disclaiming person had predeceased the Participant.

7.5      ELECTRONIC MEDIA:

Any notice, election, consent to a distribution, or other communication under
this Article VII may be made by means of such electronic, telephonic or other
media authorized by the Plan Administrator to the extent permitted and in the
manner required under applicable law.

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                                  ARTICLE VIII
                                   FIDUCIARIES

8.1      NAMED FIDUCIARIES:

8.1.1    PLAN ADMINISTRATOR:

The Plan Administrator shall be the named administrative fiduciary of the Plan
and a "named fiduciary" of the Plan, as that term is defined in ERISA Section
402(a)(2), with authority to control and manage the operation and administration
of the Plan, other than authority to manage and control Plan assets. The Plan
Administrator shall also be the "Plan Administrator" with respect to the Plan,
as those terms are defined in ERISA Section 3(16)(A) and in Code Section 414(g),
respectively. (See Article IX "Plan Administration").

8.1.2    NAMED FIDUCIARIES:

         (A)      The Trustee, or the Investment Committee, shall be a "named
fiduciary" of the Plan, as that term is defined in ERISA Section 402(a)(2), with
authority to manage and control all Trust Fund assets and to select an
Investment Manager or Investment Managers.

         (B)      If Merrill Lynch Trust, Co., FSB is the Trustee, it shall be a
nondiscretionary trustee; (and all investment authority shall be delegated to a
named investment fiduciary or to Participants) an Investment Committee shall be
appointed by the Primary Employer, who may also remove such Investment
Committee; and the Investment Committee shall be the "named investment
fiduciary" with respect to Trust Fund assets.

         (C)      With respect to Participant-Directed Assets, the Participant
or Beneficiary having the power to direct the investment of such assets shall be
the "named fiduciary."

8.1.3    INVESTMENT AUTHORITY:

Unless otherwise delegated to the Investment Committee, the Trustee (other than
Merrill Lynch Trust Co., FSB if it is the Trustee) shall have in addition to the
other rights, powers, duties and obligations granted or imposed upon it
elsewhere in the Plan, the power to make and deal with any investment of the
Trust Fund permitted in Section 10.4, except Participant-Directed Assets or
assets for which an Investment Manager has such power, in any manner which it
deems advisable and shall also:

         (A)      establish and carry out a funding policy and method consistent
with the objectives of the Plan and the requirements of ERISA;

         (B)      have the power to select Annuity Contracts, if applicable;

         (C)      have the power to determine, if applicable, what investments
specified in Section 10.4 are available as Participant-Directed Assets,
including, without limitation, Qualified Employer Securities and regulated
investment company shares.

         (D)      If Merrill Lynch Trust Co., FSB is the Trustee, the foregoing
authority and responsibilities are delegated by the Primary Employer to the
named investment fiduciary of the Plan (which shall be the Primary Employer
unless the Primary Employer delegates that function to another named investment
fiduciary).

8.2      EMPLOYMENT OF ADVISERS:

A "named fiduciary," with respect to the Plan (as defined in ERISA Section
402(a)(2)) and any "fiduciary" (as defined in ERISA Section 3(4)) appointed by
such a "named fiduciary," may employ one or more persons to render advice with
regard to any responsibility of such "named fiduciary" or "fiduciary" under the
Plan.

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8.3      MULTIPLE FIDUCIARY CAPACITIES:

Any "named fiduciary" with respect to the Plan (as defined in ERISA Section
402(a)(2)) and any other "fiduciary" (as defined in ERISA Section 3(4)) with
respect to the Plan may serve in more than one fiduciary capacity. A named
fiduciary shall be treated as a fiduciary only with respect to such
responsibilities and authority delegated to it by the Plan or by the Primary
Employer. In the absence of any delegation of fiduciary authority to any other
individual by the Primary Employer, the Primary Employer is the named fiduciary
for all administrative and investment purposes of the Plan.

8.4      INDEMNIFICATION:

To the extent not prohibited by state or federal law, the Employer agrees to,
and shall indemnify and hold harmless, as the case may be, each Plan
Administrator (if a person other than the Employer), Trustee, Investment
Committee and/or any Employee, officer or director of the Employer, or an
Affiliate, from all claims for liability, loss, damage or expense (including
payment of reasonable expenses in connection with the defense against any such
claim) which result from any exercise or failure to exercise any of the
indemnified person's responsibilities with respect to the Plan, other than by
reason of gross negligence.

8.5      PAYMENT OF EXPENSES:

8.5.1    PLAN EXPENSES:

All Plan expenses, including without limitation, expenses and fees (including
fees for legal services rendered and fees to the Trustee) of the Sponsor, Plan
Administrator, Investment Manager, Trustee, and any insurance company, shall be
charged against and withdrawn from the Trust Fund; provided, however, the
Employer may pay any of such expenses or reimburse the Trust Fund for any
payment. In addition, forfeitures may be applied toward the payment of Plan
expenses as provided in Section 3.7.

8.5.2    TRANSACTIONAL COSTS:

All transactional costs or charges imposed or incurred (if any) for
Participant-Directed Assets shall be charged to the Account of the directing
Participant or Beneficiary. Transactional costs and charges shall include, but
shall not be limited to, charges for the acquisition or sale or exchange of
Participant-Directed Assets, brokerage commissions, service charges and
professional fees.

8.5.3    TAXES:

Any taxes which may be imposed upon the Trust Fund or the income therefrom shall
be deducted from and charged against the Trust Fund.

8.5.4    PERMITTED PAYMENTS:

To the extent permitted by law, the Employer authorizes the Trustee and/or its
affiliates to receive payments from certain mutual funds (and/or collective
trusts) for which no affiliate of the Trustee acts as investment manager or
advisor (or from the principal distributors and/or advisors of those funds or
trusts), in connection with the performance of reasonable and necessary services
(including recordkeeping, subaccounting, account maintenance, administrative and
other shareholder services). The Employer understands that different mutual
funds (or collective trusts) may be subject to different fee arrangements. Upon
written request, the Trustee shall provide further details on any specific fee
arrangements that may be applicable to investments under the Plan.

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                                   ARTICLE IX
                               PLAN ADMINISTRATION

9.1      THE PLAN ADMINISTRATOR:

9.1.1    APPOINTMENT OF PLAN ADMINISTRATION:

The Employer may appoint one or more persons as Plan Administrator, who may also
be removed by the Employer. If any individual is appointed as Plan
Administrator, and the individual is an Employee, the individual will be
considered to have resigned as Plan Administrator if he or she terminates
Employment and at least one other person continues to serve as Plan
Administrator. Employees shall receive no compensation for their services
rendered to or as Plan Administrator.

9.1.2    VOTING AUTHORITY:

If more than one person is designated as Plan Administrator, the Plan
Administrator shall act by a majority of its members at the time in office and
such action may be taken either by a vote at a meeting or in writing without a
meeting. However, if less than three members are appointed, the Plan
Administrators shall act only upon the unanimous consent of its members. An
individual who is a Plan Administrator and who is also a Participant shall not
vote or act upon any matter relating to himself or herself, unless such person
is the sole Plan Administrator.

9.1.3    OTHER AUTHORITY:

The Plan Administrator may authorize in writing any person to execute any
document or documents on the Plan Administrator's behalf, and any interested
person, upon receipt of notice of such authorization directed to it, may
thereafter accept and rely upon any document executed by such authorized person
until the Plan Administrator shall deliver to such interested person a written
revocation of such authorization.

9.2      POWERS AND DUTIES OF THE PLAN ADMINISTRATOR:

9.2.1    INTERPRETATION OF PLAN DOCUMENT:

The Plan Administrator shall have full discretionary authority necessary to
administer the Plan and carry out its provisions. The Plan Administrator's
authority shall include discretionary authority to interpret all Plan
provisions, including provisions relating to eligibility, benefit amounts, and
all other questions arising in the administration, interpretation, and operation
of the Plan. No Participant or Beneficiary shall be entitled to any distribution
of benefits hereunder (including any Plan loans) unless the Plan Administrator,
in its discretion, determines that the requirements otherwise specified in the
Plan have been met with respect to such distributions. Any determination by the
Plan Administrator shall be conclusively binding upon all persons interested in
the Plan. It is intended that any exercise of the Plan Administrator's
discretionary authority not be reversed by a court of law unless such exercise
of authority is determined to be arbitrary and capricious or made in bad faith.

9.2.2    ADMINISTRATIVE POWERS:

The Plan Administrator shall have the power and discretion to promulgate such
rules and procedures, to maintain or cause to be maintained such records and to
issue such forms as it shall deem necessary and proper for the administration of
the Plan.

9.2.3    ELECTIONS:

Subject to the terms of the Plan, the Plan Administrator shall determine the
time and manner in which all elections authorized by the Plan shall be made or
revoked.

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9.2.4    MISCELLANEOUS:

The Plan Administrator shall have all the rights, powers, duties, discretionary
authority, and obligations granted to or imposed upon it elsewhere in the Plan.

9.3      DELEGATION OF RESPONSIBILITY:

The Plan Administrator may designate persons, including persons other than
"named fiduciaries" (as defined in ERISA Section 402(a)(2)) to carry out the
specified responsibilities of the Plan Administrator and shall not be liable for
any act or omission of a person so designated.

9.4      ADMINISTRATIVE ERROR:

The Plan Administrator shall take such actions as it deems, in its discretion,
to be necessary to correct any inequity resulting from incorrect information
received or communicated in good faith, or due to administrative or operational
error. Such actions may include, but are not limited to, utilizing the IRS
Employee Plans Compliance Resolution System, the Department of Labor Voluntary
Fiduciary Correction Program, or any other similar program of the IRS, or
Department of Labor, or other agency; reallocating plan assets; adjusting future
payments to Participants and Beneficiaries; and pursuing actions to recover
erroneous benefit payments made in error or on the basis of incorrect or
incomplete information.

                                   ARTICLE X
                        TRUSTEE AND INVESTMENT COMMITTEE

10.1     APPOINTMENT OF TRUSTEE AND INVESTMENT COMMITTEE:

10.1.1   APPOINTMENT:

The Employer shall appoint one or more persons as a Trustee who shall serve as
such for all or a portion of the Trust Fund. By executing the Adoption
Agreement: (i) the Employer represents that all necessary action has been taken
for the appointment of the Trustee; (ii) the Trustee acknowledges that it
accepts such appointment; and (iii) both the Employer and the Trustee agree to
act in accordance with the Trust provisions contained in this Article X.

10.1.2   STATUS OF TRUSTEE:

An Employee appointed as Trustee or to the Investment Committee shall receive no
compensation for services rendered in such capacity and will be considered to
have resigned if he or she terminates Employment and at least one other person
continues to act as Trustee or as the Investment Committee, as the case may be.
If Merrill Lynch Trust Co., FSB is the Trustee, the Employer shall appoint an
Investment Committee and Merrill Lynch Trust Co., FSB shall be a
nondiscretionary trustee.

10.1.3   ACTION OF TRUSTEE:

If more than one person is acting as the Trustee, or as an Investment Committee,
such Trustee, or Investment Committee, shall act by a majority of the persons at
the time so acting and such action may be taken either by a vote at a meeting or
in writing without a meeting. If less than three members are serving, the
Trustee, or Investment Committee, shall act only upon the unanimous consent of
those serving. The Trustee, or Investment Committee, may authorize in writing
any person to execute any document or documents on its behalf, and any
interested person, upon receipt of notice of such authorization directed to it,
may thereafter accept and rely upon any document executed by such authorized
person until the Trustee, or Investment Committee, shall deliver to such
interested person a written revocation of such authorization.

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10.2     THE TRUST FUND

The Trustee shall receive such sums of money or other property acceptable to the
Trustee which shall from time to time be paid or delivered to the Trustee under
the Plan. The Trustee shall hold in the Trust Fund all such assets, without
distinction between principal and income, together with all property purchased
therewith and the proceeds thereof and the earnings and income thereon. The
Trustee shall not be responsible for, or have any duty to enforce, the
collection of any contributions or assets to be paid or transferred to it, or
for verifying whether contributions or transfers to it are allowable under the
Plan, nor shall the Trustee be responsible for the adequacy of the Trust Fund to
meet or discharge liabilities under the Plan.

10.2.1   CONTRIBUTIONS TO TRUST FUND:

The Trustee shall receive in cash or other assets acceptable to the Trustee, so
long as such assets received do not constitute a prohibited transaction, all
contributions paid or delivered to it which are allocable under the Plan and to
the Trust Fund and all transfers paid or delivered under the Plan to the Trust
Fund from a predecessor trustee or another trust (including a trust forming part
of another plan qualified under Code Section 401(a); provided, however, that the
Trustee shall not be obligated to receive any such contribution or transfer
unless prior thereto or coincident therewith, as the Trustee may specify, the
Trustee has received such reconciliation, allocation, investment or other
information concerning, or such direction, contribution or representation with
respect to, the contribution or transfer or the source thereof as the Trustee
may require. The Trustee shall have no duty or authority to (a) require any
contributions or transfers to be made under the Plan or to the Trustee, (b)
compute any amount to be contributed or transferred under the Plan to the
Trustee, or (c) determine whether amounts received by the Trustee comply with
the Plan.

10.2.2   ASSETS OF TRUST FUND:

The Trust Fund shall consist of all money and other property received by the
Trustee under Section 10.2, increased by any income or gains on or increment in
such assets and decreased by any investment loss or expense, benefit or
disbursement paid under the Plan.

10.3     RELATIONSHIP WITH PLAN ADMINISTRATOR:

10.3.1   TRUSTEE NOT RESPONSIBLE FOR PAYMENTS FROM THE TRUST FUND:

Neither the Trustee, nor the Investment Committee, if any, shall be responsible
in any respect for the administration of the Plan. Payments of money or property
from the Trust Fund shall be made by the Trustee upon direction from the Plan
Administrator or its designee. Payments by the Trustee shall be transmitted to
the Plan Administrator or its designee for delivery to the proper payees or to
payee addresses supplied by the Plan Administrator or its designee, and the
Trustee's obligation to make such payments shall be satisfied upon such
transmittal. The Trustee shall have no obligation to determine the identity of
persons entitled to payments under the Plan or their addresses.

10.3.2   COMMUNICATION OF PLAN ADMINISTRATOR DIRECTIONS:

Directions from or on behalf of the Plan Administrator or its designee shall be
communicated to the Trustee or the Trustee's designee for that purpose only in a
manner and in accordance with procedures acceptable to the Trustee. The
Trustee's designee shall not, however, be empowered to implement any such
directions except in accordance with procedures acceptable to the Trustee. The
Trustee shall have no liability for following any such directions or failing to
act in the absence of any such directions. The Trustee shall have no liability
for the acts or omissions of any person making or failing to make any direction
under the Plan or the provisions of this Article X nor any duty or obligation to
review any such direction, act or omission.

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<PAGE>

10.3.3   DISPUTES CONCERNING PAYMENTS:

If a dispute arises over the propriety of the Trustee making any payment from
the Trust Fund, the Trustee may withhold the payment until the dispute has been
resolved by a court of competent jurisdiction or settled by the parties to the
dispute. The Trustee may consult legal counsel and shall be fully protected in
acting upon the advice of counsel.

10.4     INVESTMENT OF ASSETS:

10.4.1   PERMISSIBLE INVESTMENTS:

Except as provided in Section 10.4.2, investments of the Trust Fund shall be
made in the following manner, but only if compatible with the Sponsor's
administrative and operational requirement and framework:

         (A)      shares of any regulated investment company managed in whole or
in part by the Sponsor or any affiliate of the Sponsor;

         (B)      any property purchased through the Sponsor or any affiliate of
the Sponsor, whether or not productive of income or consisting of wasting
assets, including, without limitation by specification, governmental, corporate
or personal obligations, trust and participation certificates, leaseholds, fee
titles, mortgages and other interests in realty, preferred and common stocks,
convertible stocks and securities, shares of regulated investment companies,
certificates of deposit, put and call options and other option contracts of any
type, foreign or domestic, whether or not traded on any exchange, futures
contracts and options on futures contracts traded on or subject to the rules of
an exchange which has been designated as a contract market by the Commodity
Futures Trading Commission, an independent U.S. government agency, contracts
relating to the lending of property, evidences of indebtedness or ownership in
foreign corporations or other enterprises, or indebtedness of foreign
governments, group trust participations, limited or general partnership
interests, insurance contracts, annuity contracts, any other evidences of
indebtedness or ownership including oil, mineral or gas properties, royalty
interests or rights (including equipment pertaining thereto); and

         (C)      Qualifying Employer Securities or "qualifying employer real
properties" (as that term is defined in ERISA Section 407(d) to the extent
permitted in Section 10.4.3).

10.4.2   INVESTMENT LIMITATIONS:

         (A)      Up to 25% or with the written consent of the Sponsor or its
representative, an additional percentage of each Plan Year's contributions may
be invested in property as specified in Section 10.4.1(B) acquired through a
person other than the Sponsor or an affiliate of the Sponsor.

         (B)      Except as permitted by Section 10.4.2(A) and except as may
result from a Rollover Contribution without the written consent of the Sponsor
or its representative, property may not be acquired through a person other than
the Sponsor or an affiliate of the Sponsor if following such acquisitions the
value of the property so acquired would exceed 25% of the value of the Trust
Fund.

10.4.3   INVESTMENTS IN QUALIFYING EMPLOYER SECURITIES OR QUALIFYING EMPLOYER
         REAL PROPERTY:

In its sole discretion, the Investment Committee, or Trustee if there is no
Investment Committee:

         (A)      may permit the investment of up to 10% of the Trust Fund in
Qualifying Employer Securities or "qualifying employer real property" (as that
term is defined in ERISA Section 407(d)), to the extent such investment is
compatible with the Sponsor's administrative and operational requirements and
framework; and

         (B)      may determine, subject to Section 10.4.2, that a percentage of
assets in excess of 10% of the Trust Fund may be invested in Qualifying Employer
Securities or "qualifying employer real property" by a profit-sharing plan.

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10.4.4   PROTOTYPE PLAN:

This Plan will be recognized as a Prototype Plan by the Sponsor only by
complying with the provisions of this Section 10.4.

10.5     INVESTMENT DIRECTION, PARTICIPANT-DIRECTED ASSETS AND QUALIFYING
         EMPLOYER INVESTMENTS:

10.5.1   MANAGEMENT OF INVESTMENTS:

The Trustee, or Investment Committee if appointed, shall manage the investment
of the Trust Fund except insofar as (A) an Investment Manager has authority to
manage Trust assets, or (B) Participant-Directed Assets are permitted as
specified in the Adoption Agreement. Except as required by ERISA, if an
Investment Committee is acting, the Trustee shall invest the Trust Fund as
directed by the Investment Committee, an Investment Manager or a Participant or
Beneficiary, as the case may be, and the Trustee shall have no discretionary
control over, nor any other discretion regarding, the investment or reinvestment
of any asset of the Trust. Participant-Directed Assets shall be invested in
accordance with the direction of the Participant or, in the event of the
Participant's death before an Account is fully paid out, the Participant's
Beneficiary with respect to the assets involved; provided, however, that
Participant-Directed Assets may not be invested in "collectibles" (as defined in
Code Section 408(m)(2)). If there are Participant-Directed Assets, the
investment of these assets shall be made in accordance with such rules and
procedures established by the Plan Administrator which must be consistent with
the rules and procedures of the Sponsor or its affiliate, as the case may be.

10.5.2   PARTICIPANT DIRECTED ASSETS:

With respect to Participant-Directed Assets, neither the Plan Administrator, the
Investment Committee nor the Trustee shall:

         (A)      make any investments or dispose of any investments without the
direction of the Participant or Beneficiary for whom the Participant-Directed
Assets are maintained, except as provided in Section 8.5 so as to pay fees or
expenses of the Plan;

         (B)      be responsible for reviewing any investment direction with
respect to Participant-Directed Assets or for making recommendations on
acquiring, retaining or disposing of any assets or otherwise regarding any
assets;

         (C)      have any duty to determine whether any investment is an
authorized or proper one; or

         (D)      be liable for following any investment direction or for any
losses, taxes or other consequences incurred as a consequence of investments
selected by any Participant or Beneficiary or for holding assets uninvested
until it receives proper instructions.

10.5.3   ADMINISTRATION OF PARTICIPANT DIRECTED ASSETS:

If Participant-Directed Assets are permitted, a list of the Participants and
Beneficiaries and such information concerning them as the Trustee may specify
shall be provided by the Employer or the Plan Administrator to the Trustee
and/or such person as are necessary for the implementation of the directions in
accordance with the procedure acceptable to the Trustee.

10.5.4   INVESTMENT OF FUNDS PENDING INVESTMENT DIRECTION:

It is understood that the Trustee may, from time to time, have on hand funds
which are received as contributions or transfers to the Trust Fund which are
awaiting investment or funds from the sale of Trust Fund assets which are
awaiting reinvestment. Absent receipt by the Trustee of a direction from the
proper person for the investment or reinvestment of such funds or otherwise
prior to the application of funds in implementation of such a direction, the
Trustee shall cause such funds to be invested in shares of such money market
fund or other

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short term investment vehicle as the Trustee, or Investment Committee if
appointed, may specify for this purpose from time to time. Any such investment
fund may be sponsored, managed, or distributed by the Sponsor or an affiliate of
the Sponsor.

10.5.5   COMMUNICATION OF INVESTMENT DIRECTION:

Directions for the investment or reinvestment of Trust assets of a type referred
to in Section 10.4 from the Investment Committee, an Investment Manager or a
Participant or Beneficiary, as the case may be, shall, in a manner and in
accordance with procedures acceptable to the Trustee, be communicated to and
implemented by, as the case may be, the Trustee, the Trustee's designee or, with
the Trustee's consent and if an Investment Committee is operating, a
broker/dealer designated for the purpose by the Investment Committee.
Communication of any such direction to such a designee or broker/dealer shall
conclusively be deemed an authorization to the designee or broker/dealer to
implement the direction even though coming from a person other than the Trustee.
The Trustee shall have no liability for its or any other person's following such
directions or failing to act in the absence of any such directions. The Trustee
shall have no liability for the acts or omissions of any person directing the
investment or reinvestment of Trust Fund assets or making or failing to make any
direction referred to in Section 10.5.6.

10.5.6   VOTING AND OTHER RIGHTS OTHER THAN FOR QUALIFYING EMPLOYER SECURITIES:

The voting and other rights in securities or other assets held in the Trust
shall be exercised by the Trustee provided, however, that if an Investment
Committee is appointed, the Trustee shall act as directed by such person who at
the time has the right to direct the investment or reinvestment of the security
or other asset involved.

10.5.7   VOTING QUALIFYING EMPLOYER SECURITIES:

With respect to any Qualifying Employer Securities allocated to an Account, each
Participant shall be entitled to direct the Trustee in writing as to the manner
in which Qualifying Employer Securities are to be voted.

10.5.8   TENDER OR EXCHANGE OF QUALIFYING EMPLOYER SECURITIES:

With respect to any Qualifying Employer Securities allocated to an Account, each
Participant shall be entitled to direct the Trustee in writing as to the manner
in which to respond to a tender or exchange offer or other decisions with
respect to the Qualifying Employer Securities. The Plan Administrator shall
utilize its best efforts to timely distribute or cause to be distributed to each
Participant such information received from the Trustee as will be distributed to
shareholders of the Employer in connection with any such tender or exchange
offer or other similar matter or any vote referred to in Section 10.5.7.

10.5.9   FAILURE TO VOTE OR TENDER WITH RESPECT TO TRUST FUND ASSETS:

If an Investment Committee is appointed, notwithstanding any provision hereof to
the contrary, in the event the person with the right to direct a voting or other
decision with respect to any security, Qualifying Employer Securities, or other
asset held in the Trust does not communicate any decision on the matter to the
Trustee or the Trustee's designee by the time prescribed by the Trustee or the
Trustee's designee for that purpose or if the Trustee notifies the Investment
Committee, if applicable, either that it does not have precise information as to
the securities, Qualifying Employer Securities, or other assets involved
allocated on the applicable record date to the accounts of all Participants and
Beneficiaries or that time constraints make it unlikely that Participant,
Beneficiary or Investment Manager direction, as the case may be, can be received
on a timely basis, the decision shall be the responsibility of the Investment
Committee and shall be communicated to the Trustee on a timely basis. In the
event an Investment Committee with any right under the Plan to direct a voting
or other decision with respect to any security, Qualifying Employer Securities,
or other asset held in the Trust, does not communicate any decision on the
matter to the Trustee or the Trustee's designee by the time prescribed by the
Trustee for that purpose, the Trustee may, at the cost of the Employer, obtain
advice from a bank, insurance company, investment adviser or other investment
professional (including an affiliate of the Trustee) or retain an

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Investment Manager or other independent fiduciary with full discretion to make
the decision. Except as required by ERISA, the Trustee shall (a) follow all
directions above referred to in this Section and (b) shall have no duty to
exercise voting or other rights relating to any such security, Qualifying
Employer Security or other asset.

10.5.10  PROXY MATERIALS:

The Plan Administrator shall establish, or cause to be established, a procedure
acceptable to the Trustee for the timely dissemination to each person entitled
to direct the Trustee or its designee as to a voting or other decision called
for thereby or referred to therein of all proxy and other materials bearing on
the decision.

10.5.11  COMMON OR COLLECTIVE TRUST FUND:

Any person authorized to direct the investment of Trust assets may, if the
Trustee and the Investment Committee, if applicable, so permit, direct the
Trustee to invest such assets in a common or collective trust maintained by the
Trustee for the investment of assets of qualified trusts under Code Section
401(a), individual retirement accounts under Code Section 408(a) and plans or
governmental units described in Code Section 818(a)(6). The documents governing
any such common or collective trust fund maintained by the Trustee, and in which
Trust assets have been invested, are hereby incorporated into this Article X by
reference.

10.6     VALUATION OF ACCOUNTS:

10.6.1   VALUATION DATE:

A Participant's Accounts shall be valued at fair market value on each Valuation
Date. Subject to Section 10.6.2(A), as of each Valuation Date, the earnings and
losses and expenses of the Trust Fund shall be allocated to each Participant
Account in the ratio that such Account Balance in that category of Accounts
bears to all Account Balances in that category. With respect to
Participant-Directed Assets, the earnings and losses and expenses (including
transactional expenses under Section 8.5.2) of such Participant-Directed Assets
shall be allocated to the Account of the Participant or Beneficiary having
authority to direct the investment of the assets in his or her Account.

10.6.2   VALUATION DATE OF DISTRIBUTION:

The Valuation Date with respect to any distributions (including, without
limitation, loan distributions and purchase of annuities) from any Account upon
the occurrence of a Benefit Commencement Date or otherwise, shall be:

         (A)      with respect to Participant-Directed Asset, the date as of
which the Account distribution is made; and

         (B)      with respect to other assets, the Valuation Date immediately
preceding the Benefit Commencement Date, if applicable, or immediately preceding
the proposed date of any other distribution from an Account.

With respect to any contribution allocable to an Account which has not been made
as of a Valuation Date determined under this Section 10.6.2, the principal
amount of such contribution distributable because of the occurrence of a Benefit
Commencement Date shall be distributed as soon as practicable after the date
paid to the Trust Fund.

10.6.3   VALUATION OF ASSETS:

The assets of the Trust shall be valued at fair market value as determined by
the Trustee based upon such sources of information as it may deem reliable,
including, but not limited to, stock market quotations, statistical evaluation
services, newspapers of general circulation, financial publications, advice from
investment

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counselors or brokerage firms, or any combination of sources. The reasonable
costs incurred in establishing values of the Trust Fund shall be a charge
against the Trust Fund, unless paid by the Employer.

When the Trustee is unable to arrive at a value based upon information from
independent sources, it may rely upon information from the Employer, Plan
Administrator, Investment Committee, appraisers or other sources, and shall not
incur any liability for inaccurate valuation based in good faith upon such
information.

10.6.4   LOANS:

In the event that Participant loans are available under the Plan, the Trustee
shall reflect one aggregate balance for participant loans under the Plan and
shall reflect changes thereto only as directed by the Employer or Plan
Administrator.

10.7     INSURANCE CONTRACTS:

10.7.1   AUTHORITY TO APPOINT INSURANCE COMPANY:

The Trustee, if an Investment Committee is not appointed, Investment Committee,
or Participant or Beneficiary with respect to Participant-Directed Assets, may
appoint one or more insurance companies to hold assets of the Plan, and may
direct, subject to Section 10.7, the purchase of insurance contracts or policies
from one or more insurance companies with assets of the Plan. Neither the
Investment Committee, Trustee nor the Plan Administrator shall be liable for the
validity of any such contract or policy, the failure of any insurance company to
make any payments or for any act or omission of an insurance company with
respect to any duties delegated to any insurance company.

10.7.2   PAYMENT OF INSURANCE PREMIUMS:

With the consent of the Plan Administrator and upon such notice as the Plan
Administrator may require, a Participant may direct that a portion of his or her
Account be used to pay premiums on life insurance on the Participant's life;
provided, however, that (a) the aggregate premiums paid on ordinary life
insurance must be less than 50% of the aggregate contributions allocated to the
Participant's Employer Account, (b) the aggregate premiums paid on term life
insurance contracts, universal life insurance contracts and all other life
insurance contracts which are not ordinary life insurance may not exceed 25% of
the aggregate contributions allocated to the Participant's Employer Account, and
(c) the sum of one-half of the premiums paid on ordinary life insurance and the
total of all other life insurance premiums may not exceed 25% of the aggregate
contributions allocated to the Employer Account of the Participant. For purposes
of these limitations, ordinary life insurance contracts are contracts with both
non-decreasing death benefits and non-increasing premiums.

10.7.3   OWNER OF INSURANCE CONTRACT:

A Trustee other than Merrill Lynch Trust Co., FSB(18) shall be the owner of each
life insurance contract purchased under this Section 10.7 and the proceeds of
each such contract shall be payable to the Trustee, provided that all benefits,
rights and privileges under each contract on the life of a Participant which are
available while the Participant is living shall be exercised by the Trustee only
upon and in accordance with the written instructions of the Participant. The
proceeds of all such insurance on the life of a Participant shall be paid over
by the Trustee to the Participant's Beneficiary in accordance with Article VII.
Under no circumstances shall the Trustee retain any part of the proceeds.

10.7.4   DIVIDENDS EARNED ON INSURANCE:

Any dividends or credits earned on a life insurance contract shall be applied
when received in reduction of any premiums thereon, or, if no premiums are due,
applied to increase the proceeds of the insurance contract.

------------------
(18) Merrill Lynch Trust Co., FSB will not be the Trustee with respect to life
insurance policies.

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10.7.5   REDUCED DEATH BENEFIT:

If a Participant is found by the Plan Administrator to be insurable only at a
substandard premium rate, the policy shall provide a reduced death benefit using
the same premium as would be required if the Participant were a standard risk,
the amount of the death benefit being determined in accordance with the amount
of the rating.

10.7.6   CASH SURRENDER VALUE:

The cash surrender value of an insurance contract to the extent deriving from
Employer or Participant contributions, if any, shall be included, respectively,
in the Account Balance of the Account from which the premiums were paid. Any
death benefits under an insurance contract payable before the Participant's
termination of Employment will be paid to the Trustee for addition to the
relevant Account of the Participant for distribution in accordance with Section
7.1.

10.7.7   MAXIMUM PREMIUM REQUIREMENTS:

Any other provisions herein to the contrary notwithstanding, the purchase of
life insurance for any Participant shall be subject to such minimum premium
requirements as the Trustee may determine from time to time.

10.7.8   ORIGINATION OF PREMIUM PAYMENTS:

Premiums on life insurance contracts on a Participant's life shall be paid by
the Trustee, unless directed otherwise by the Participant, first from cash in
the Participant's Employer Accounts to the extent thereof, and then from cash in
the Participant's Employee After-Tax Contributions Account, if any, to the
extent thereof. If there is insufficient cash in either Account to pay premiums
due, the Trustee shall notify the Participant of this fact. If the Participant
does not thereafter instruct the Trustee to sell sufficient assets in an Account
of the Participant to pay premiums due on a timely basis, the Trustee shall not
be obligated to take any further action with respect to any life insurance
contract on the Participant's life, whether as regards continuing insurance on a
paid-up basis, effecting a reduction of the insurance in force, or otherwise,
except at the direction of the Participant.

10.7.9   DISTRIBUTION OF LIFE INSURANCE CONTRACTS:

Prior to such time as a Participant becomes entitled to receive a distribution
of any benefits under this Plan for any reason other than the Participant's
death, the Trustee shall, in accordance with the written direction of the
Participant delivered to the Plan Administrator within such period of time as is
acceptable to the Plan Administrator, either convert all life insurance
contracts on the Participant's life into cash or an annuity to provide current
or future retirement income to the Participant or distribute the contracts to
the Participant as a part of a benefit distribution; provided, however, that:

         (A)      the contracts shall not be distributed unless, if the
Participant is married at the time the distribution of the contracts is to be
made, and the Plan is a money purchase pension plan, a target benefit plan or a
profit-sharing plan to which Section 6.1.2 does not apply, the Participant's
Spouse at that time consents to a distribution in the manner prescribed by
Section 6.2.4; and

         (B)      if the cash value of any contracts at the time they become
distributable to a Participant exceeds a Participant's vested interest in his or
her Employer Accounts at that time, the Participant shall be entitled to receive
a distribution of such contracts only if the Participant promptly pays such
excess in cash to the Trust Fund.

Life insurance contracts on a Participant's life shall not continue to be
maintained under the Plan following the Participant's termination of Employment
or after Employer contributions have ceased.

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If a Participant on whose life an insurance contract is held does not make a
timely and proper direction regarding the contract under this Section 10.7.9,
the Participant shall be deemed to have directed that the contract be converted
into cash to be distributed in the manner in which the Participant's benefit is
to be distributed.

10.7.10  CONFLICT BETWEEN PLAN AND INSURANCE CONTRACT:

Anything contained herein to the contrary notwithstanding, if there is any
conflict between the terms of the Plan and the terms of any insurance contract
purchased under this Section 10.7, the provisions of the Plan shall control.

10.8     THE INVESTMENT MANAGER:

10.8.1   APPOINTMENT:

The Trustee, if an Investment Committee is not appointed, Investment Committee,
or the Participant or Beneficiary with respect to Participant-Directed Assets,
may, by an instrument in writing, appoint one or more Investment Managers, who
may be an affiliate of the Merrill Lynch Trust Co., FSB, to direct the Trustee
in the investment of all or a specified portion of the assets of the Trust in
property specified in Section 10.4. Any such Investment Manager shall be
directed by the Trustee, if an Investment Committee is not appointed, Investment
Committee, Participant or Beneficiary, as the case may be, to act in accordance
with the procedures referred to in Section 10.5.5. If appointed, the Investment
Committee shall notify the Trustee in writing before the effectiveness of the
appointment or removal of any Investment Manager. If there is more than one
Investment Manager whose appointment is effective under the Plan at any one
time, the Trustee shall, upon written instructions from the Investment
Committee, Participant or Beneficiary, establish separate funds for control by
each such Investment Manager. The funds shall consist of those Trust Fund assets
designated by the Investment Committee, Participant or Beneficiary.

10.8.2   QUALIFICATIONS OF INVESTMENT MANAGER:

Each person appointed as an Investment Manager shall be:

         (A)      an investment adviser registered under the Investment Advisers
Act of 1940,

         (B)      a bank as defined in that Act, or

         (C)      an insurance company qualified to manage, acquire or dispose
of any asset of the Plan under the laws of more than one state.

10.8.3   INVESTMENT MANAGER AS FIDUCIARY:

Each Investment Manager shall acknowledge in writing that it is a "fiduciary"
(as defined in ERISA Section 3(21)) with respect to the Plan. The Trustee, or
the Investment Committee if appointed, shall enter into an agreement with each
Investment Manager specifying the duties and compensation of such Investment
Manager and the other terms and conditions under which such Investment Manager
shall be retained. Neither the Trustee nor the Investment Committee, if
appointed, shall be liable for any act or omission of any Investment Manager and
shall not be liable for following the advice of any Investment Manager with
respect to any duties delegated to any Investment Manager.

10.8.4   IDENTIFICATION OF AMOUNTS FOR INVESTMENT MANAGER:

The Trustee, or Investment Committee if appointed, or the Participant or
Beneficiary, if applicable with respect to Participant-Directed Assets, shall
have the power to determine the amount of Trust Fund assets to be invested in
accordance with the direction of a designated Investment Manager and to set
investment objectives and guidelines for the Investment Manager.

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10.8.5   SECOND TRUST FUND:

The Employer may appoint a second trustee under the Plan with respect to assets
which the Employer desires to contribute or have transferred to the Trust Fund,
but which the other Trustee does not choose to accept: provided, however, that
if Merrill Lynch Trust Co., FSB is a Trustee, its consent (which consent may be
evidenced by its acceptance of its appointment as Trustee) shall be required. In
the event and upon the effectiveness of the acceptance of the second Trustee's
appointment, the Employer shall be deemed to have created two trust funds under
the Plan, each with its own Trustee, each governed separately by this Article X.
Each Trustee under such an arrangement shall, however, discharge its duties and
responsibilities solely with respect to those assets of the Trust delivered into
its possession and except under ERISA, shall have no duties, responsibilities or
obligations with respect to property of the other Trust nor any liability for
the acts or omissions of the other Trustee. As a condition to its consent to the
appointment of a second trustee, Merrill Lynch Trust Co., FSB shall assure that
recordkeeping, distribution and reporting procedures are established on a
coordinated basis between it and the second trustee as considered necessary or
appropriate with respect to the Trusts.

10.9     POWERS OF TRUSTEE:

10.9.1   TRUSTEE'S POWER:

At the direction of the person authorized to direct such action as referred to
in Section 10.5.1, but limited to those assets or categories of assets
acceptable to the Trustee as referred to in Section 10.4, or at its own
discretion if no such person is so authorized, the Trustee, or the Trustee's
designee or a broker/dealer as referred to in Section 10.5.5, is authorized and
empowered:

         (A)      To invest and reinvest the Trust Fund, together with the
income therefrom, in assets specified in Section 10.4;

         (B)      To deposit or invest all or any part of the assets of the
Trust in savings accounts or certificates of deposit or other deposits in a bank
or savings and loan association or other depository institution, including the
Trustee or any of its affiliates, provided with respect to such deposits with
the Trustee or an affiliate the deposits bear a reasonable interest rate;

         (C)      To hold, manage, improve, repair and control all property,
real or personal, forming part of the Trust Fund; to sell, convey, transfer,
exchange, partition, lease for any term, even extending beyond the duration of
this Trust, and otherwise dispose of the same from time to time;

         (D)      To have, respecting securities, all the rights, powers and
privileges of an owner, including the power to give proxies, pay assessments and
other sums deemed by the Trustee necessary for the protection of the Trust Fund;
to vote any corporate stock either in person or by proxy, with or without power
of substitution, for any purpose; to participate in voting trusts, pooling
agreements, foreclosures, reorganizations, consolidations, mergers and
liquidations, and in connection therewith to deposit securities with or transfer
title to any protective or other committee; to exercise or sell stock
subscriptions or conversion rights; and, regardless of any limitation elsewhere
in this instrument relative to investments by the Trustee, to accept and retain
as an investment any securities or other property received through the exercise
of any of the foregoing powers;

         (E)      Subject to Section 10.5.4 hereof, to hold in cash, without
liability for interest, such portion of the Trust Fund which it is directed to
so hold pending investments, or payment of expenses, or the distribution of
benefits;

         (F)      To take such actions as may be necessary or desirable to
protect the Trust from loss due to the default on mortgages held in the Trust
including the appointment of agents or trustees in such other jurisdictions as
may seem desirable, to transfer property to such agents or trustees, to grant to
such agents such powers as are necessary or desirable to protect the Trust Fund,
to direct such agent or trustee, or to delegate such power to direct, and to
remove such agent or trustee;

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<PAGE>

         (G)      To settle, compromise or abandon all claims and demands in
favor of or against the Trust Fund;

         (H)      To invest in any common or collective trust fund of the type
referred to in Section 10.5.11 hereof maintained by the Trustee;

         (I)      To exercise all of the further rights, powers, options and
privileges granted, provided for, or vested in trustees generally under ERISA
and other pertinent federal law, and to the extent that federal law is
inapplicable, under the laws of the State of New Jersey if Merrill Lynch Trust
Co., FSB is the Trustee or the state where the Trustee is located if Merrill
Lynch Trust Co., FSB is not the Trustee, so that the powers conferred upon the
Trustee herein shall not be in limitation of any authority conferred by law, but
shall be in addition thereto;

         (J)      To borrow money from any source and to execute promissory
notes, mortgages or other obligations and to pledge or mortgage any trust assets
as security, subject to applicable requirements of the Code and ERISA; and

         (K)      To maintain accounts at, execute transactions through, and
lend on an adequately secured basis stocks, bonds or other securities to, any
brokerage or other firm, including any firm which is an affiliate of the
Trustee.

10.9.2   ADDITIONAL POWERS:

To the extent necessary or which it deems appropriate to implement its powers
under Section 10.9.1 or otherwise to fulfill any of its duties and
responsibilities as Trustee of the Trust Fund, the Trustee shall have the
following additional powers and authority:

         (A)      to register securities, or any other property, in its name or
in the name of any nominee, including the name of any affiliate or the nominee
name designated by any affiliate, with or without indication of the capacity in
which property shall be held, or to hold securities in bearer form and to
deposit any securities or other property in a depository or clearing
corporation;

         (B)      to designate and engage the services of, and to delegate
powers and responsibilities to, such agents, representatives, advisers, counsel
and accountants as the Trustee considers necessary or appropriate, any of whom
may be an affiliate of the Trustee or a person who renders services to such an
affiliate, and, as a part of its expenses under this Trust Agreement, to pay
their reasonable expenses and compensation;

         (C)      to make, execute and deliver, as Trustee, any and all deeds,
leases, mortgages, conveyances, waivers, releases or other instruments in
writing necessary or appropriate for the accomplishment of any of the powers
listed in this Trust Agreement; and

         (D)      generally to do all other acts which the Trustee deems
necessary or appropriate for the protection of the Trust Fund.

10.9.3   LIMITATIONS ON TRUSTEE'S AUTHORITY:

The Trustee shall have no duties or responsibilities other than those specified
in the Plan.

10.10    ACCOUNTING AND RECORDS:

10.10.1  MAINTENANCE OF RECORDS AND ACCOUNTS:

The Trustee shall maintain or cause to be maintained accurate records and
accounts of all Trust transactions and assets. The records and accounts shall be
available at reasonable times during normal business hours for inspection or
audit by the Plan Administrator, Investment Committee, if appointed, or any
person designated for the purpose by either of them.

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<PAGE>

10.10.2  WRITTEN ACCOUNTING:

Within 90 days following the close of each fiscal year of the Plan or the
effective date of the removal or resignation of the Trustee, the Trustee shall
file with the Plan Administrator a written accounting setting forth all
transactions since the end of the period covered by the last previous
accounting. The accounting shall include a listing of the assets of the Trust
showing the value of such assets at the close of the period covered by the
accounting. On direction of the Plan Administrator, and if previously agreed to
by the Trustee, the Trustee shall submit to the Plan Administrator interim
valuations, reports or other information pertaining to the Trust.

The Plan Administrator may approve the accounting by written approval delivered
to the Trustee or by failure to deliver written objections to the Trustee within
60 days after receipt of the accounting. Any such approval shall be binding on
the Employer, the Plan Administrator, the Investment Committee and, to the
extent permitted by ERISA, all other persons.

10.11    JUDICIAL SETTLEMENT OF ACCOUNTS:

The Trustee can apply to a court of competent jurisdiction at any time for
judicial settlement of any matter involving the Plan including judicial
settlement of the Group Trustee's account. If it does so, the Trustee must give
the Plan Administrator the opportunity to participate in the court proceedings,
but the Trustee can also involve other persons. Any expenses the Trustee incurs
in legal proceedings involving the Plan, including attorney's fees, are
chargeable to the Trust Fund as an administrative expense. Any judgment or
decree which may be entered in such a proceeding, shall, subject to the
provision of ERISA, be conclusive upon all persons having or claiming to have
any interest in the Trust Fund or under any Plan.

10.12    RESIGNATION AND REMOVAL OF TRUSTEE:

10.12.1  RESIGNATION OF TRUSTEE:

The Trustee may resign at any time upon at least 30 days' written notice to the
Employer.

10.12.2  REMOVAL OF TRUSTEE:

The Employer may remove the Trustee upon at least 30 days' written notice to the
Trustee.

10.12.3  SUCCESSOR TRUSTEE:

Upon resignation or removal of the Trustee, the Employer shall appoint a
successor trustee. Upon failure of the Employer to appoint, or the failure of
the effectiveness of the appointment by the Employer of, a successor trustee by
the effective date of the resignation or removal, the Trustee may apply to any
court of competent jurisdiction for the appointment of a successor.

Promptly after receipt by the Trustee of notice of the effectiveness of the
appointment of the successor trustee: (a) the Trustee shall deliver to the
successor trustee such records as may be reasonably requested to enable the
successor trustee to properly administer the Trust Fund and all property of the
Trust after deducting therefrom such amounts as the Trustee deems necessary to
provide for expenses, taxes, compensation or other amounts due to or by the
Trustee not paid by the Employer prior to the delivery; and (b) except if the
second Trustee is removed or resigns, the Plan will no longer be considered a
prototype plan.

10.12.4  SETTLEMENT OF ACCOUNTS:

Upon resignation or removal of the Trustee, the Trustee shall have the right to
a settlement of its account, which settlement shall be made, at the Trustee's
option, either by an agreement of settlement between the Trustee and the
Employer or by a judicial settlement in an action instituted by the Trustee. The
Employer shall bear the cost of any such judicial settlement, including
reasonable attorneys fees.

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10.12.5  TRANSFER OF ASSETS:

The Trustee shall not be obligated to transfer Trust assets until the Trustee is
provided assurance by the Employer satisfactory to the Trustee that all fees and
expenses reasonably anticipated will be paid.

10.12.6  RIGHTS AND PRIVILEGES:

Upon settlement of the account and transfer of the Trust Fund to the successor
trustee, all rights and privileges under the Trust Agreement shall vest in the
successor trustee and all responsibility and liability of the Trustee with
respect to the Trust and assets thereof shall, except as otherwise required by
ERISA, terminate subject only to the requirement that the Trustee execute all
necessary documents to transfer the Trust assets to the successor trustee.

10.13    GROUP TRUST:

10.13.1  TRUSTEE OF GROUP TRUST:

If elected by the Primary Employer in the Adoption Agreement, the Trustee shall
be the Trustee for this Plan and for each other Qualified Plan specified in the
Adoption Agreement; provided, however, that such other Qualified Plan is in
effect in accordance with an Adoption Agreement under this Prototype Plan. Any
reference to Trustee and to the Trust Fund in this Plan shall mean the Trustee
as the trustee of a Group Trust consisting of the assets of each such plan. The
Plan and each other Qualified Plan specified in the Adoption Agreement shall be
deemed to join in and adopt the Trust as the Trust for each such plan. By
executing the Adoption Agreement, the Trustee accepts designation as Trustee of
this Group Trust.

10.13.2  MAINTENANCE OF ACCOUNTING RECORDS:

The Trustee shall establish and maintain such accounting records for each of the
Plans as shall be necessary to reflect the interest in the Group Trust
applicable at any time or from time to time to each Plan. No part of the corpus
or income of the Group Trust allocable to an individual Plan may be used for or
diverted to any purposes other than for the exclusive benefit of Participants
and their Beneficiaries entitled to benefits under that Plan. The allocable
interest of a Plan in the Group Trust may not be assigned.

                                   ARTICLE XI
                          PLAN AMENDMENT OR TERMINATION

11.1     PLAN AMENDMENT:

11.1.1   AUTHORITY TO AMEND:

The Sponsor may amend any part of the Plan. The Primary Employer shall have the
right at any time, by an instrument in writing, effective retroactively or
otherwise, to (A) change the choice of options in the Adoption Agreement, in
whole or in part; (B) add overriding language in the Adoption Agreement when
such language is needed to satisfy Code Section 415 or Code Section 416 because
of the required aggregation of multiple plans; and (C) add certain model
amendments published by the IRS which specifically provide that their adoption
will not cause the Plan to be treated as individually designed. No such
amendment, however, shall have any of the effects specified in Section 11.1.3.
If the Primary Employer (or any other Employer) amends the Plan or nonelective
portions of the Adoption Agreement except as previously provided (including a
waiver of the minimum funding requirement under Code Section 412(d)), it will no
longer participate in the Prototype Plan, but will be considered to have an
individually designed plan for purposes of qualification under Code Section
401(a). If an Employer is amending its plan from an individually-designed plan
or from one prototype plan to another, a list of the "Section 411(d)(6)
protected benefits" that must be preserved may be attached, and such a list
would not be considered an amendment to the Plan.

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<PAGE>

11.1.2   RECOGNITION AS PROTOTYPE PLAN:

This Plan will be recognized as a Prototype Plan by the Sponsor only by
complying with the registration requirements as specified in the Adoption
Agreement.

11.1.3   LIMITATIONS OF AMENDMENTS:

No amendment to the Plan shall be effective to the extent that it:

         (A)      authorizes any part of the Trust Fund to be used for, or
diverted to, purposes other than for the exclusive benefit of Participants or
their Beneficiaries;

         (B)      has the effect of decreasing a Participant's accrued benefit.
Notwithstanding the preceding sentence, a Participant's Account Balance may be
reduced to the extent permitted under Code Section 412(c)(8). For purposes of
this paragraph, an amendment which has the effect of (1) decreasing a
Participant's Account Balance or (2) eliminating or reducing an Early Retirement
benefit or a retirement-type subsidy, with respect to benefits attributable to
service before the amendment shall be treated as reducing accrued benefits,
except as permitted under Treas. Reg. Section 1.411(d)-4 or any other guidance
issued under Code Section 411(d)(6). In the case of a retirement-type subsidy,
the preceding sentence shall apply only with respect to a Participant who
satisfies (either before or after the amendment) the preamendment conditions for
the subsidy. In general, a retirement-type subsidy is a subsidy that continues
after retirement, but does not include a qualified disability benefit, a medical
benefit, a social security supplement, a death benefit (including life
insurance), or a plant shutdown benefit (that does not continue after retirement
age).

         (C)      reduces the vested percentage of any Participant determined
without regard to such amendment as of the later of the date such amendment is
adopted or the date it becomes effective.

         (D)      eliminates or restricts an optional form of benefit. For
purposes of this paragraph the preceding shall not apply to a Plan amendment
that eliminates or restricts the ability of a Participant to receive payment of
his or her Account Balance under a particular optional form of benefit if the
amendment satisfies the conditions in (i) or (ii) below:

                  (i)      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 (i), 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.

                  (ii)     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: the 90th day after the date the
Participant receiving the distribution has been furnished a summary that
reflects the amendment and that satisfies the ERISA requirements at 29 C.F.R.
Section 2530.104b-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.

11.1.4   VESTING SCHEDULE AMENDMENT:

         (A)      If the Plan's vesting schedule is amended, or the Plan is
amended in any way that directly or indirectly affects the computation of the
Participant's nonforfeitable percentage, (i) each Participant with at least 3
years of Vesting Service with the Employer may elect, within a reasonable period
after the adoption of the amendment or change, to have the nonforfeitable
percentage computed under the Plan without regard to such amendment or change,
and (ii) in the case of an Employee who is a Participant as of the later of the
date such amendment is adopted or the date it becomes effective, the
nonforfeitable percentage (determined as of such date) of such Employee's
Employer-derived accrued benefit will not be less than the percentage computed
under the plan without regard to such amendment.

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The period during which the election may be made shall commence with the date
the amendment is adopted or deemed to be made and shall end on the latest of:

         (B)      60 days after the amendment is adopted;

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

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

11.2     RIGHT OF THE EMPLOYER TO TERMINATE PLAN:

11.2.1   AUTHORITY TO TERMINATE:

The Employer intends and expects that from year to year it will be able to and
will deem it advisable to continue this Plan in effect and to make contributions
as herein provided. The Employer reserves the right, however, to terminate the
Plan with respect to its Employees at any time by an instrument in writing
delivered to the Plan Administrator and the Trustee, or to completely
discontinue its contributions thereto at any time.

11.2.2   ADDITIONAL POWER TO TERMINATE:

The Plan will also terminate: (A) if the Employer is a sole proprietorship, upon
the death of the sole proprietor; (B) if the Employer is a partnership, upon
termination of the partnership; (C) if the Employer is judicially declared
bankrupt or insolvent (as provided in Section 11.4); (D) upon the sale or other
disposition of all or substantially all of the assets of the business; or (E)
upon any other termination of the business. Any successor to or purchaser of the
Employer's trade or business, after any event specified in the prior sentence,
may continue the Plan, in which case the successor or purchaser will thereafter
be considered the Employer for purposes of the Plan. Such a successor or
purchaser shall execute an appropriate Adoption Agreement if and when requested
by the Plan Administrator.

11.2.3   MISCELLANEOUS:

Anything contained herein to the contrary notwithstanding, if the Employer fails
to attain or retain qualification of the Plan under Code Section 401(a), the
Plan will not participate in this Prototype Plan and will, instead, be
considered an individually designed plan for purposes of such qualification.

11.3     EFFECT OF PARTIAL OR COMPLETE TERMINATION OR COMPLETE DISCONTINUANCE OF
         CONTRIBUTIONS:

11.3.1   DETERMINATION OF DATE OF COMPLETE OR PARTIAL TERMINATION:

The date of complete or partial termination shall be established by the Plan
Administrator in accordance with the directions of the Primary Employer (if then
in existence) in accordance with applicable law.

11.3.2   EFFECT OF TERMINATION:

         (A)      As of the date of a partial termination of the Plan:

                  (i)      the accrued benefit of each affected Participant, to
the extent funded, shall become nonforfeitable (as provided in Section 4.1.2);

                  (ii)     no affected Participant shall be granted credit based
on Hours of Service after such date;

                  (iii)    Compensation paid to affected Participants after such
date shall not be taken into account; and

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                  (iv)     no contributions by affected Participants shall be
required or permitted.

         For purposes of this Section, an "affected Participant" is a
         Participant who is affected by the event causing the partial
         termination of the Plan.

         (B)      As of the date of the complete termination of the Plan or of a
complete discontinuance of contributions:

                  (i)      the accrued benefit of each Participant to the extent
funded, shall become nonforfeitable (as provided in Section 4.1.2);

                  (ii)     no Participant shall be granted credit based on Hours
of Service after such date;

                  (iii)    Compensation paid after such date shall not be taken
into account;

                  (iv)     no contributions by Participants shall be required or
permitted;

                  (v)      no Eligible Employee shall become a Participant after
such date; and

                  (vi)     except as may otherwise be required by applicable
law, all obligations of the Employer and Employers to fund the Plan shall
terminate.

         (C)      All other provisions of the Plan shall remain in effect unless
otherwise amended.

11.3.3   DISTRIBUTION OF ACCOUNTS:

Upon the complete discontinuance of contributions under the Plan, at the
Employer's election, either the Trust Fund shall continue to be held and
distributed as if the Plan had not been terminated (in which case such Plan
shall continue to be subject to all requirements under Title I of ERISA, and
qualification requirements under the Code) or any and all assets remaining in
the Trust Fund as of the date of such termination or discontinuance, together
with any earnings subsequently accruing thereon, shall be distributed by the
Trustee to all Participants at the Plan Administrator's direction.

Upon the complete termination of the Plan, the Trust Fund shall be distributed
to all Participants within one year after the date of termination. If the Plan
does not offer an annuity option (purchased from a commercial provider) and if
the Employer or any Affiliate does not maintain another Defined Contribution
Plan (other than an employee stock ownership plan as defined in Code Section
4975(e)(7)), the Participant's benefit may, without the Participant's consent,
be distributed to the Participant. However, if any Affiliate maintains another
Defined Contribution Plan (other than an employee stock ownership plan as
defined in Code Section 4975(e)(7)), then the Participant's Account(s) will be
transferred, without the Participant's consent, to the other plan if the
Participant does not consent to an immediate distribution. Distributions shall
be made in compliance with the applicable provisions, including restrictions, of
Articles VI and VII. The Trust Fund shall continue in effect until all
distributions therefrom are complete. Upon the completion of such distributions,
the Trustee shall be relieved from all further liability with respect to all
amounts so paid or distributed.

11.4     BANKRUPTCY:

In the event that the Employer shall at any time be judicially declared bankrupt
or insolvent without any provisions being made for the continuation of this
Plan, the Plan shall be completely and automatically terminated in accordance
with this Article XI.

                                       89
<PAGE>

                                  ARTICLE XII
                            MISCELLANEOUS PROVISIONS

12.1     EXCLUSIVE BENEFIT OF PARTICIPANTS:

Notwithstanding anything in the Plan to the contrary, the Trust Fund shall be
held for the benefit of all persons who shall be entitled to receive payments
under the Plan. Subject to Section 3.10, the corpus or income of the Trust Fund
may not (other than such part as is required to pay expenses) be diverted to or
used for other than the exclusive benefit of Participants or their
Beneficiaries.

12.2     PLAN NOT A CONTRACT OF EMPLOYMENT:

The Plan is not a contract of employment, and the terms of employment of any
Employee shall not be affected in any way by the Plan or related instruments
except as specifically provided therein.

12.3     ACTION BY EMPLOYER:

Any action by an Employer which is a corporation shall be taken by the board of
directors of the corporation or any person or persons duly empowered to exercise
the powers of the corporation with respect to the Plan. In the case of an
Employer which is a partnership, action shall be taken by any general partner of
the partnership, and in the case of an Employer which is a sole proprietorship,
action shall be taken by the sole proprietor.

12.4     SOURCE OF BENEFITS:

Benefits under the Plan shall be paid or provided for solely from the Trust
Fund, and neither the Employer, any Employer, the Trustee, the Plan
Administrator, nor any Investment Manager or insurance company shall assume any
liability under the Plan therefor.

12.5     BENEFITS NOT ASSIGNABLE:

Benefits provided under the Plan may not be assigned or alienated, either
voluntarily or involuntarily. In the event that a Participant or Beneficiary
becomes individually liable with respect to any expenses listed in Section 8.5,
the provision of Code Section 401(a)(13) shall be applicable with respect to any
claim the Plan may have against the Participant or Beneficiary individually with
respect to such expenses. The preceding sentence shall also apply to the
creation, assignment or recognition of a right to any benefit payable with
respect to a Participant under a "domestic relations order" (as defined in Code
Section 414(p)) unless such order is determined by the Plan Administrator to be
a "qualified domestic relations order" (as defined in Code Section 414(p)) or,
in the case of a "domestic relations order" entered before January 1, 1985, if
either payment of benefits under the order has commenced as of that date or the
Plan Administrator decides to treat such order as a "qualified domestic
relations order" within the meaning of Code Section 414(p) even if it does not
otherwise qualify as such.

12.6     DOMESTIC RELATIONS ORDERS:

Any other provision of the Plan to the contrary notwithstanding, the Plan
Administrator shall have all powers necessary with respect to the Plan for the
proper operation of Code Section 414(p) with respect to "qualified domestic
relations orders" (or "domestic relations orders" treated as such) referred to
in Section 12.5, including, but not limited to, the power to establish all
necessary or appropriate procedures, to authorize the establishment of new
accounts with such assets and subject to such investment control by the Plan
Administrator as the Plan Administrator may deem appropriate, and the Plan
Administrator may decide upon and direct appropriate distributions therefrom.

                                       90
<PAGE>

12.7     CLAIMS PROCEDURE:

In the event that a claim by a Participant, Beneficiary, or other person for
benefits under the Plan is denied, the Plan Administrator will so notify the
claimant, giving the reasons for the denial. This notice will also refer to the
specific provisions of the Plan on which the denial was based, will specify
whether any additional information is needed from the Participant or Beneficiary
and will explain the review procedure.

Within 60 days after receiving the denial, the claimant may submit, directly or
through a duly authorized representative, a written request for reconsideration
of the application to the Plan Administrator. Documents or records relied on by
the claimant should be filed with the request. The person making the request may
review relevant documents and submit issues and additional comments in writing.

The Plan Administrator will review the claim within 60 days (or 120 days if a
hearing is held because special circumstances exist) and provide a written
response to the appeal. The response will explain the reasons for the decision
and will refer to the Plan provisions on which the decision is based. The
decision of the Plan Administrator is the final one under this claims procedure.

12.8     RECORDS AND DOCUMENTS:

Participants and Beneficiaries must supply the Plan Administrator with such
personal history data as may be required by the Plan Administrator in the
operation of the Plan. Proof of age, when required, must be established by
evidence satisfactory to the Plan Administrator, and the records of the
Employers concerning length of service and compensation may be accepted by the
Plan Administrator as conclusive for the purposes of the Plan.

12.9     ERRORS:

The Plan Administrator may take whatever action it determines in its discretion
to be necessary and appropriate to correct any error in the administration of
the Plan, to the extent consistent with applicable law, including, but not
limited to making corrections under the Employee Plans Compliance Resolution
System (or successor procedure).

12.10    BENEFITS PAYABLE TO MINORS, INCOMPETENTS AND OTHERS:

In the event any benefit is payable to a minor or to a Participant or
Beneficiary declared incompetent by a court having jurisdiction over such
matters and a guardian, committee, conservator or other legal representative of
the estate of such a person is appointed, benefits to which he or she is
entitled shall be paid to the legally appointed person for the benefit of the
minor or incompetent. The receipt by any such person to whom any such payment on
behalf of any Participant or Beneficiary is made shall be a sufficient discharge
therefor.

12.11    PLAN MERGER OR TRANSFER OF ASSETS:

12.11.1  CONTINUATION OF PLAN:

The merger or consolidation of the Employer with any other person, or the
transfer of the assets of the Employer to any other person, or the merger of the
Plan with any other plan shall not constitute a termination of the Plan if
provision is made for the continuation of the Plan.

12.11.2  BENEFIT OF PARTICIPANTS:

The Plan may not merge or consolidate with, or transfer any assets or
liabilities to, any other plan, unless each Participant would (if the Plan had
then terminated) receive a benefit immediately after the merger, consolidation
or transfer which is equal to or greater than the benefit he or she would have
been entitled to receive immediately before the merger, consolidation or
transfer (if the Plan had then terminated). Any merger or

                                       91
<PAGE>

consolidation shall not constitute a termination of a Plan or require the
acceleration of vesting of Participants' Account Balances.

12.12    EMPLOYERS:

12.12.1  ADOPTION BY AFFILIATES OF PLAN:

With the consent of the Primary Employer and by duly authorized action, any
Affiliate may adopt the Plan. If this Plan is a "non-standardized plan" (as
defined in Rev. Proc. 2000-20 or other similar guidance issued by the IRS), such
Affiliate shall determine the classes of its Employees who shall be Eligible
Employees and the amount of its contribution to the Plan on behalf of such
Employees.

12.12.2  TERMINATION OF PARTICIPATION IN PLAN:

If this Plan is a "non-standardized plan" (as defined in Rev. Proc. 2000-20 or
other similar guidance issued by the IRS), with the consent of the Primary
Employer and by duly authorized action, an Affiliate may terminate its
participation in the Plan or withdraw from the Plan. Any such withdrawal shall
be deemed an adoption by such Affiliate of a plan and trust identical to the
Plan and the Trust, except that all references to the Employer shall be deemed
to refer to such Affiliate. At such time and in such manner as the Primary
Employer directs, the assets of the Trust allocable to Employees of such
Affiliate shall be transferred to the trust deemed adopted by such Affiliate.

12.12.3  EMPLOYER POWER:

An Employer shall have no power with respect to the Plan except as specifically
provided herein.

12.13    CONTROLLING LAW:

The Plan is intended to qualify under Code Section 401(a) and to comply with
ERISA, and its terms shall be interpreted accordingly. Otherwise, to the extent
not preempted by ERISA, the laws of the State of New York shall control the
interpretation and performance of the terms of the Plan, other than the
provisions of the Trust Agreement.

12.14    SINGULAR AND PLURAL AND ARTICLE AND SECTION REFERENCES:

As used in the Plan, the singular includes the plural, and the plural includes
the singular, unless qualified by the context. Titles of Articles and sections
of the Plan are for convenience of reference only and are to be disregarded in
applying the provisions of the Plan. Any reference in this Prototype Plan to an
Article or Section is to the Article or Section so specified of the Prototype
Plan, unless otherwise indicated.

12.15    USERRA:

Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will be
provided in accordance with Code Section 414(u).

12.16    UNCLAIMED BENEFIT:

If Employer is unable to locate a Participant to whom a benefit under the Plan
is payable within a reasonable period of time after the date such benefit became
payable and after having exhausted reasonable means to locate such individual,
the amount of such benefit shall be treated as a forfeiture and shall be applied
according to Section 3.7. If a benefit is forfeited because an individual cannot
be found, such benefit will be reinstated if a claim is later made by the
individual. Any such unclaimed benefits not forfeited at the time the Plan
terminates shall escheat to the appropriate state or government entity.

                                       92
<PAGE>

12.17    ELECTRONIC MEDIA:

Any notice, election, or other Plan communication may be made by means of such
electronic media authorized by the Plan Administrator to the extent permitted
and in the manner required under applicable law.

                                  ARTICLE XIII
                            SIMPLE 401(k) PROVISIONS

13.1     RULES OF APPLICATION:

         (A)      This Article XIII shall only apply to an Employer who elected
SIMPLE 401(k) provisions in an Adoption Agreement prior to January 1, 1999. If
such Employer elected in the Adoption Agreement to have the SIMPLE 401(k)
provisions apply, then the provisions of this Article shall apply for a calendar
year only if (a) the Employer is an Eligible Employer and (b) no contributions
are made, or benefits accrued for services during the calendar 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 an Employer.

         (B)      To the extent that any other provision of the Plan is
inconsistent with the provisions of this Article, the provisions of this Article
govern.

         (C)      Unless otherwise provided in this Article, or as otherwise
modified in this Article, capitalized terms have the meaning set forth in
Article I.

13.2     DEFINITIONS:

The following terms have the meanings set forth below for purposes of this
Article:

13.2.1   COMPENSATION:

"Compensation" means, for purposes of Sections 13.2.2, 13.3.1 and 13.3.2 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 Code Section 401(k) plan, and, if applicable, elective deferrals under
a Code Section 408(p) SIMPLE IRA 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 Section 13.3 of this Article.

13.2.2   ELIGIBLE EMPLOYER:

An "Eligible Employer" means, with respect to any calendar year, an Employer
that had no more than 100 Employees who received at least $5,000 of Compensation
from the Employer for the preceding calendar year. In applying the preceding
sentence, all Employees of Affiliates and Leased Employees required to be
treated as the Employer's Employees under Code Section 414(n), are taken into
account. An Eligible Employer that elects to have the SIMPLE 401(k) provisions
apply to the Plan and that fails to be an Eligible Employer for any subsequent
calendar year, is treated as an Eligible Employer for the 2 calendar years
following the last calendar 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.

                                       93
<PAGE>

13.2.3   ELIGIBLE EMPLOYEE:

"Eligible Employee" means, for purposes of the SIMPLE 401(k) provisions, any
Employee who is entitled to make Pre-Tax Contributions under the terms of the
Plan.

13.3     CONTRIBUTIONS:

13.3.1   SALARY REDUCTION CONTRIBUTIONS:

         (A)      Each Eligible Employee may make a salary reduction election to
have his or her Compensation reduced for the calendar year in any amount
selected by the Employee subject to the limitation in Section 13.3.1(B) of this
Article. The Employer will make a salary reduction contribution to the Plan, as
Pre-Tax Contribution, in the amount by which the Employee's Compensation has
been reduced.

         (B)      The total salary reduction contribution for the calendar year
cannot exceed the amount determined under Code Section 408(p)(2)(A)(ii) 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.

13.3.2   OTHER CONTRIBUTIONS:

         (A)      Matching Contributions - Each calendar year, the Employer will
contribute a Matching Contribution to the Plan on behalf of each Employee who
makes a salary reduction election under Section 13.3.1. The amount of the
Matching Contribution will be equal to the employee's salary reduction
contribution up to a limit of 3 percent of the Employee's Compensation for the
full calendar year.

         (B)      Nonelective Contribution - For any calendar year, instead of a
Matching Contribution, the Employer may elect to contribute a nonelective
contribution of 2 percent of Compensation for the full calendar year for each
Eligible Employee who received at least $5,000 of Compensation for the calendar
year.

13.3.3   LIMITATION ON CONTRIBUTIONS:

         (A)      No employer or employee contributions may be made to this plan
for the Year other than salary reduction contributions described in Section 3.1,
Matching or nonelective contributions described in Section 3.2 and rollover
contributions described in IRS regulations section 1.402(c)-2, Q&A-1(a) or other
similar guidance issued under the Code.

         (B)      1997 Transition Rule - If the Employer has maintained this
Plan during 1997 prior to adopting this Article, then contributions made prior
to the adoption of this Article are treated as made under Sections 13.3.1 and
13.3.2 provided that: (i) the Employer has adopted the SIMPLE 401(k) provisions
by July l, 1997, effective as of January l, 1997; (ii) the salary reduction
contributions for the calendar year made prior to adoption of this Article do
not total more than $6,000 for any Employee; (iii) the other contributions set
forth in Section 13.3.2 are of inherently equal or greater value than the
contributions required under the Plan prior to the adoption of this Article; and
(iv) for 1997, the 60-day election period requirement described in Sections
13.4.1(A) and (B) is deemed satisfied if the Employee may make or modify a
salary reduction election during a 60-day election period that begins no later
than 30 days after this Article is adopted but in no event later than July 1,
1997.

13.3.4   ANNUAL ADDITION LIMITATION ON CONTRIBUTIONS:

The provisions of Section 3.9 of the Plan (implementing the limitations of Code
Section 415) apply to contributions made pursuant to Sections 13.3.1 and 13.3.2.

                                       94
<PAGE>

13.4     ELECTION AND NOTICE REQUIREMENTS:

13.4.1   ELECTION PERIOD:

         (A)      In addition to any other election periods provided under the
Plan, each Eligible Employee may make or modify a salary reduction election made
under this Article XIII during the 60-day period immediately preceding each
January 1.

         (B)      For the calendar year that an Employee becomes eligible to
make salary reduction contributions under the SIMPLE 401(k) provisions of this
Article XIII, the 60-day election period requirement of Section 13.4.1(A) 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.

         (C)      Each Employee may terminate a salary reduction election made
under this Article XIII at any time during the calendar year.

13.4.2   NOTICE REQUIREMENTS:

         (A)      The Employer will notify each Eligible Employee prior to the
60-day election period described in Section 13.4.1 that he or she can make a
salary reduction election or modify a prior election during that period.

         (B)      The notification described in Section 13.4.2(A) will indicate
whether the Employer will provide a 3-percent Matching Contribution described in
Section 13.3.2(A) or a 2-percent nonelective contribution described in Section
13.3.2(B).

13.5     VESTING REQUIREMENTS:

All benefits attributable to contributions described in Section 13.3.1 and
13.3.2 are nonforfeitable at all times, and all previous contributions made
under the Plan are nonforfeitable as of the beginning of the calendar year the
SIMPLE 401(k) provisions apply.

13.6     TOP-HEAVY RULES:

The Plan is not treated as a Top-Heavy Plan under Code Section 416 for any
calendar year for which this Article applies.

13.7     NONDISCRIMINATION TESTS:

The ADP Test and ACP Test described in Sections 3.4.2(B) and 3.6(A) of the Plan
are treated as satisfied for any calendar year for which this Article applies.

                                       95
<PAGE>

                                                               ML Number: 241304

                                  MERRILL LYNCH

                                SPECIAL/FLEXIBLE

                                NON STANDARDIZED

                                PROTOTYPE DEFINED

                                CONTRIBUTION PLAN

                               ADOPTION AGREEMENT

                               PROFIT SHARING PLAN

                          PROFIT SHARING PLAN WITH CODA

                         LETTER SERIAL NUMBER: K373962a
                      NATIONAL OFFICE LETTER DATE: 6/4/2002

THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS WITH
LEGAL AND TAX IMPLICATIONS. MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED
DOES NOT PROVIDE LEGAL AND TAX ADVICE TO THE EMPLOYER. THE EMPLOYER IS URGED TO
CONSULT WITH ITS OWN ATTORNEY WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS
SUITABILITY TO ITS CIRCUMSTANCES.

NOTE: IN ORDER TO BE RECOGNIZED AS A PROTOTYPE PLAN MAINTAINED BY THE SPONSOR,
MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, THE EMPLOYER MUST CONTRIBUTE
AND MAINTAIN AT LEAST 75% OF PLAN YEAR CONTRIBUTIONS AND TRUST FUND VALUE WITH
THE SPONSOR.

<PAGE>

ADOPTION OF PLAN

The Employer named below hereby establishes or restates a Profit Sharing plan
that includes a [x] Pre-Tax, [ ] Profit Sharing, and/or [ ] Employee After-Tax
plan feature (the "Plan") by adopting the Merrill Lynch Special/Flexible
Prototype Defined Contribution Plan and Trust as modified by the terms and
provisions of this Adoption Agreement.

EMPLOYER AND PLAN INFORMATION

Primary Employer Name: childtime childcare, Inc.

The Employer is (i) [x] a member of a Code Section 414(b) controlled group; (ii)
[ ] a member of a Code Section 414(c) group of trades or businesses under common
control; and/or (iii) [ ] a member of a Code Section 414(m) affiliated service
group, or (iv) [ ] none of the above. (i)

Business Address: 21333 Haggerty Rd.
                  Suite 300
                  Novi, MI 48275

Telephone Number: (248)697-9127

Employer Taxpayer ID Number: 36-2616190

Employer Taxable Year ends on: 03/31

Plan Name: Childtime Children's Center 401(k) Saving & Retirement Plan

Plan Number: 001

Restatement Effective Date (if applicable): 01/01/2004

                                                                       Employee
                           Pre-Tax                   Profit Sharing    After-Tax
Effective Date of Plan     06/01/1991
Feature:(ii)

----------------
(i) ONLY ENTITLES TREATED AS A SINGLE EMPLOYER UNDER SECTION 414 OF THE INTERNAL
REVENUE CODE MAY ADOPT THIS PLAN. GENERALLY, ENTITIES ARE TREATED AS A SINGLE
EMPLOYER UNDER CODE SECTION 414 IF THEY SHARE 80%COMMON OWNERSHIP OR IF THEIR
OPERATIONS ARE OTHERWISE CLOSELY AFFILIATED. THE RELATED EMPLOYER RULES ARE
COMPLEX AND LEGAL ADVICE SHOULD BE SOUGHT BEFORE ANY ENTITY OTHER THAN THE
PRIMARY EMPLOYER IS PERMITTED TO ADOPT THIS PLAN.

(ii) THE ORIGINAL EFFECTIVE DATE OF THIS PLAN'S ADOPTION IS THE FIRST DAY OF THE
PLAN YEAR IN WHICH OCCURS THE EARLIEST EFFECTIVE DATE FOR ANY PLAN FEATURE, AS
SPECIFIED ABOVE. SEE PLAN SECTION 1.67. THE EFFECTIVE DATE FOR PRE-TAX OR
EMPLOYEE AFTER-TAX CONTRIBUTIONS CANNOT BE EARLIER THAN THE DATE THAT DEFERRALS
OR CONTRIBUTIONS WILL BEGIN TO BE DEDUCTED FROM EMPLOYEES' COMPENSATION.
MOREOVER, EVEN IF THE EFFECTIVE DATE OF THE PLAN'S PRE-TAX OR EMPLOYEE AFTER-TAX
FEATURE OCCURS IN THE MIDDLE OF A PLAN YEAR, A PARTICIPANT'S COMPENSATION MAY BE
BASED ON COMPENSATION PAID FOR THE ENTIRE PLAN YEAR IF SO ELECTED IN ARTICLE
IA(5) OF THIS ADOPTION AGREEMENT.

                                       2

<PAGE>

Proper Names of Participating Employers:

  Childtime Childcare, Inc.

  Tutortime Learning Center, LLC

  Childtime Learning Center, Inc.

Plan Administrator Name: childtime childcare, Inc.

Business Address: 21333 Haggerty Rd.
                  Suite 300
                  Novi, MI 48275

Telephone Number: (248)697-9127

NOTE: IF THIS PLAN IS A CONTINUATION OR AN AMENDMENT OF A PRIOR PLAN, OPTIONAL
FORMS OF BENEFITS PROVIDED IN THE PRIOR PLAN MUST BE PROVIDED UNDER THIS PLAN,
AND SHOULD BE LISTED ON AN ADDENDUM ATTACHED TO THIS ADOPTION AGREEMENT, UNLESS
PERMISSIBLY ELIMINATED OR RESTRICTED UNDER THE TERMS OF THE PLAN AND IRS
REGULATIONS OR OTHER GUIDANCE.

                                       3

<PAGE>

                             ARTICLE I. DEFINITIONS

A.       "COMPENSATION"

(1)      With respect to each Participant, except as provided below,
         Compensation shall mean the (select (a), (b) or (c) for each applicable
         column; a Plan which is integrated with Social Security may not elect
         (d) in the Profit Sharing Contributions column):

  NON-PROFIT      PROFIT
   SHARING       SHARING
CONTRIBUTIONS* CONTRIBUTIONS

     [X]            [ ]         (a) amount reported in the "Wages Tips and
                                    Other Compensation" Box on Form W-2 (as
                                    defined in Section 3.9.1(H)(i) of the Plan)
                                    and paid during the Plan Year.

     [ ]            [ ]         (b) amount reported pursuant to Code Section
                                    3401(a) (as defined in Section 3.9.1(H)(ii)
                                    of the Plan) and paid during the Plan Year.

     [ ]            [ ]         (c) compensation for Code Section 415
                                    safe-harbor purposes (as defined in Section
                                    3.9.1(H)(iii) of the Plan) paid during the
                                    Plan Year.

     [ ]            [ ]         (d) all amounts received (under either
                                    option (a) (b) or (c) above) for personal
                                    services rendered to the Employer and paid
                                    during the Plan Year but excluding (select
                                    all applicable):
                                [ ] overtime.
                                [ ] bonuses.
                                [ ] commissions.
                                [ ] amounts in excess of $_____________
                                [ ] other (specify)

     NOTWITHSTANDING THE FOREGOING, IF NECESSARY TO SATISFY THE
     NONDISCRIMINATION TESTING REQUIREMENTS APPLICABLE TO THE PLAN UNDER THE
     CODE, THE EXCLUSIONS INDICATED ABOVE WILL BE INCLUDED AS COMPENSATION
     SOLELY FOR PURPOSES OF SUCH TESTING.

     *THESE AMOUNTS INCLUDE ADP TEST AND ACP TEST SAFE HARBOR CONTRIBUTIONS.

     NOTE: FOR SELF-EMPLOYED INDIVIDUALS, COMPENSATION MEANS "EARNED INCOME"
     REGARDLESS OF WHICH OF THE ABOVE OPTIONS IS ELECTED. (SEE PLAN SECTION
     1.21(A).) EARNED INCOME GENERALLY MEANS NET EARNINGS FROM SELF-EMPLOYMENT
     WITH CERTAIN ADJUSTMENTS, AS DESCRIBED IN SECTION 1.29 OF THE PLAN
     DOCUMENT.

(2)      Treatment of Elective Contributions

         NOTE: THE TERM ELECTIVE CONTRIBUTIONS UNDER PLAN SECTION 1.31
         AUTOMATICALLY INCLUDES ELECTIVE AMOUNTS THAT ARE NOT INCLUDED IN THE
         EMPLOYEE'S GROSS INCOME BY REASON OF CODE SECTION 132(f)(4) (QUALIFIED
         TRANSPORTATION FRINGE BENEFITS) FOR YEARS AFTER DECEMBER 31, 1997,
         UNLESS INDICATED OTHERWISE (b) BELOW.

For purposes of determining the amount of Pre-Tax, Employee After-Tax, and
Matching Contributions (including Safe Harbor Matching Contributions, and
Enhanced Matching

                                       4

<PAGE>

Contributions (under Article VIII of this Adoption Agreement)), Compensation
shall include Elective Contributions. For all other contributions, (select
either (a) or (b) as applicable):

         [x](a)   For purposes of determining the amount of Profit Sharing,
                  Prevailing Wage, and any Safe Harbor Nonelective
                  Contributions, Compensation shall include Elective
                  Contributions. Qualified Transportation Fringe Benefits:

                  [X]      (i) are included as Elective Contributions effective
                  for years after December 31, 1997 in accordance with Plan
                  Section 1.31.

                  [ ]      (ii) are included as Elective Contributions effective
                  01/01/2003 (enter the applicable Plan Year for which such
                  amounts are included, which should not be earlier than the
                  first Plan Year beginning after December 31, 1998).

                  [ ]      (iii) are not included as Elective Contributions.

         [ ](b)   For purposes of determining the amount of Profit Sharing,
                  Prevailing Wage, and any Safe Harbor Nonelective
                  Contributions, Compensation shall not include Elective
                  Contributions.

(3)      CODA Compensation

         (a)      Inclusion or Exclusion of Elective Contributions (select one):

                  [x](i)   For purposes of the ADP and ACP Tests, Compensation
                           shall include Elective Contributions.

                    NOTE: THE TERM ELECTIVE CONTRIBUTIONS UNDER PLAN SECTION
                    1.31 AUTOMATICALLY INCLUDES ELECTIVE AMOUNTS THAT ARE NOT
                    INCLUDED IN THE EMPLOYEE'S GROSS INCOME BY REASON OF CODE
                    SECTION 132(f)(4) (QUALIFIED TRANSPORTATION FRINGE BENEFITS)
                    FOR YEARS AFTER DECEMBER 31, 1997, UNLESS ONE OF THE
                    FOLLOWING IS SELECTED.

                           [x]   (A)   Elective Contributions for purposes of
                                 ADP and ACP Tests shall include Qualified
                                 Transportation Fringe Benefits effective
                                 01/01/2003 (enter the applicable Plan Year for
                                 which such amounts are included, which should
                                 not be earlier than the first Plan Year
                                 beginning after December 31, 1998).

                           [ ]   (B)   Elective Contributions for purposes of
                                 ADP and ACP Tests shall not include Qualified
                                 Transportation Fringe Benefits.

                  [ ](ii)  For purposes of the ADP and ACP Tests, Compensation
                           shall not include Elective Contributions.

         (b)      Plan Year or Eligibility Compensation for ADP and ACP Tests
                  (select one):

                  [ ](i)   CODA Compensation shall be determined with respect to
                           each Plan Year without regard to a Participant's
                           Entry Date.

                  [x](ii)  Effective for Plan Years beginning on and after
                           01/01/2003, CODA Compensation shall only include
                           Compensation actually paid on and after the
                           Participant's Entry Date.

                                       5

<PAGE>

(4)      With respect to Profit Sharing Contributions and Safe Harbor
         Nonelective Contributions, Compensation shall include all Compensation
         (select one):

         [ ] (a) during the Plan Year in which the Participant enters the Plan.

         [x] (b) after the Participant's Entry Date.

(5)      With respect to Pre-Tax and Employee After-Tax Contributions,
         Compensation shall include all Compensation (select one):

         [ ](a)   during the Plan Year in which the Participant enters the Plan.

         [x](b)   after the Participant's Entry Date.

         NOTE: IF A(4)(b) OR A(5)(b) ABOVE ARE ELECTED AND THE PLAN BENEFITS
         SELF-EMPLOYED INDIVIDUALS, THEN THE COMPENSATION TAKEN INTO ACCOUNT FOR
         THE PORTION OF THE PLAN YEAR AFTER THE PARTICIPANT'S ENTRY DATE FOR A
         SELF-EMPLOYED INDIVIDUAL SHALL BE HIS OR HER EARNED INCOME PAYABLE WITH
         RESPECT TO THAT PLAN YEAR MODIFIED BY A FRACTION, THE NUMERATOR OF
         WHICH IS THE NUMBER OF DAYS HE OR SHE IS A PARTICIPANT DURING THE PLAN
         YEAR AFTER THE ENTRY DATE AND THE DENOMINATOR OF WHICH IS THE NUMBER OF
         DAYS IN THE PLAN YEAR.

B.       "COMPUTATION PERIOD"

For purposes of Breaks in Service and Years of Service for purposes of
eligibility, "Computation Periods" occurring after the initial Computation
Period described in Section 1.22 of the Plan shall be the succeeding 12-month
periods commencing with (select one):

         [ ](1)   the first anniversary of the Employee's employment
                  commencement date.

         [ ](2)   the first Plan Year which commences prior to the first
                  anniversary of the Employee's employment commencement date.

         [x](3)   not applicable, Plan uses elapsed time method to determine all
                  eligibility service.

C.       "DISABILITY"

(1)      Definition

Disability shall mean a condition which results in the Participant's (select
one):

         [ ](a)   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
                  indefinite period of not less than 12 months.

         NOTE: THIS OPTION C(1)(a) MUST BE SELECTED IF CONTRIBUTIONS DUE TO
         DISABILITY ARE TO BE MADE UNDER OPTION C(2) BELOW. IN ADDITION, THE
         EXCEPTION FROM THE EARLY DISTRIBUTION TAX OF CODE SECTION 72(t) MAY NOT
         APPLY TO A DISTRIBUTION MADE ON ACCOUNT OF A "DISABILITY" UNLESS THE
         DEFINITION USED IS THAT AS DEFINED IN THIS OPTION C(1)(a).

                                       6

<PAGE>

         [ ](b)   total and permanent inability to meet the requirements of the
                  Participant's customary employment which can be expected to
                  last for a continuous period of not less than 12 months.

         [x](c)   qualification for Social Security disability benefits.

         [ ](d)   qualification for benefits under the Employer's long-term
                  disability plan.

(2)      Contributions During Disability (select one):

         [x](a)   No contributions to a Participant's Account will be made on
                  behalf of a Participant whose Employment has terminated on
                  account of Disability with respect to periods on and after his
                  or her termination of Employment due to Disability.

         [ ](b)   Contributions otherwise to be made to a Participant's Account
                  will continue to be made on behalf of a Participant whose
                  Employment has terminated on account of Disability with
                  respect to the remainder of the Plan Year in which occurs his
                  or her termination of Employment due to Disability, provided
                  that option C(1)(a) above is elected as the definition of
                  "Disability." For purposes of determining the amount of such
                  an individual's contributions, "Compensation" shall mean the
                  compensation such Participant would have received for the Plan
                  Year if the Participant had been paid at the rate of
                  Compensation paid immediately before his or her Disability.

         [ ](c)   Contributions otherwise to be made to a Participant's Account
                  will continue to be made on behalf of a Participant whose
                  Employment has terminated on account of Disability with
                  respect to periods on and after his or her termination of
                  Employment due to Disability and during such period that the
                  Participant remains so disabled, provided that option C(1)(a)
                  above is elected as the definition of "Disability." For
                  purposes of determining the amount of such an individual's
                  contributions, "Compensation" shall mean the compensation such
                  Participant would have received for the Plan Year if the
                  Participant had been paid at the rate of Compensation paid
                  immediately before his or her Disability.

D.       "EARLY RETIREMENT AGE"

(1)      Early Retirement Age (select one):

         [ ](a)    shall be permitted.

         [x](b)   shall not be permitted.

(2)      If D(1)(a) above is elected, Early Retirement Age shall mean (select
         one):

         [ ](a)   attained age_____.

         [ ](b)   attained age_____and completed_________Years of Service.

         [ ](c)   attained age_____and completed_________Years of Service as a
                  Participant.

                                       7

<PAGE>

E.       "ELIGIBLE EMPLOYEES"

(1)      General Rule (select one):

It is expressly intended that, regardless of any elections below, individuals
not treated as common law employees by the Employer or an Affiliate on their
payroll records are to be excluded from Plan participation even if a court or
administrative agency later determines that such individuals are common law
employees and not independent contractors.

         [ ] (a)  All Employees of the Primary Employer and participating
                  Employers are eligible to participate in the Plan.

         [x] (b)  All Employees are eligible to participate in the Plan except
                  for the following Employees (select all those applicable):

                  [x](i)   Employees included in a unit of Employees covered by
                           a collective bargaining agreement between the
                           Employer and the Employee representatives (not
                           including any organization more than half of whose
                           members are Employees who are owners, officers, or
                           executives of the Employer) in the negotiation of
                           which retirement benefits were the subject of good
                           faith bargaining, unless the bargaining agreement
                           provides for participation in the Plan.

                  [x](ii)  Non-resident aliens (within the meaning of Code
                           Section 7701(b)(1)(B)) and 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)).

                  [x](iii) Employees of an Affiliate that is not a participating
                           Employer.

                  [x](iv)  Leased Employees, as defined in Section 1.57 of the
                           Plan.

                  [x](v)   Any Employee classified by his or her Employer as a
                           Temporary Employee, as defined in Section 1.99 of the
                           Plan.

                  [ ](vi)  Employees employed in or by the following specified
                           division, plant, location, job category or other
                           identifiable individual or group of Employees (THIS
                           EXCLUSION FOR SPECIFIED JOB CLASSIFICATIONS MAY NOT
                           IMPOSE CONDITIONS RELATING TO AGE OR SERVICE THAT
                           MUST BE SATISFIED BY PLAN PARTICIPANTS. FOR EXAMPLE,
                           PART-TIME EMPLOYEES MAY NOT BE EXCLUDED AS A
                           CLASSIFICATION OR JOB CATEGORY OF EMPLOYEES):

(2)      Newly-Hired Leased Employees

Individuals who would be Leased Employees but for the fact that they have not
performed services for an Employer on a substantially full-time basis for a
period of one year:

         [ ] (a)   shall be treated as Employees.

         [x] (b)   shall not be treated as Employees.

                                       8

<PAGE>

NOTE: THE PLAN'S DEFINITION OF "ELIGIBLE EMPLOYEE" MERELY IDENTIFIES THE
EMPLOYEES WHO MAY PARTICIPATE UNDER THE PLAN AND HAS NO BEARING ON THE
IDENTIFICATION OF EMPLOYEES WHO MUST BE TAKEN INTO ACCOUNT FOR COVERAGE TESTING
UNDER CODE SECTION 410(b) AND THE REGULATIONS THEREUNDER.

F.       "ENTRY DATE"

(1)      Entry Date shall mean (select one):

<TABLE>
<CAPTION>
PRE-TAX AND/OR
   EMPLOYEE                       PROFIT
  AFTER-TAX        MATCHING       SHARING
CONTRIBUTIONS   CONTRIBUTIONS  CONTRIBUTIONS
<S>             <C>            <C>            <C>
     [ ]             [ ]            [ ]       (a)      each business day of the Plan Year.

     [ ]             [ ]            [ ]       (b)      the first day of the Plan Year
                                                       following the date the Employee
                                                       meets the participation
                                                       requirements of Section 2.1 of the
                                                       Plan. If the Employer elects this
                                                       option (b) establishing only one
                                                       Entry Date, the participation "age
                                                       and service" requirements elected
                                                       in Article II must be no more than
                                                       age 20 1/2 and 6 months of service.

     [x]             [x]            [ ]       (c)      the first day of the month
                                                       following the date the Employee
                                                       meets the participation
                                                       requirements of Section 2.1 of the
                                                       Plan.

     [ ]             [ ]            [ ]       (d)      the first day of the Plan Year and
                                                       the first day of the seventh month
                                                       of the Plan Year following the date
                                                       the Employee meets the
                                                       participation requirements of
                                                       Section 2.1 of the Plan.

     [ ]             [ ]            [ ]       (e)      the first day of the Plan Year, the
                                                       first day of the fourth month of
                                                       the Plan Year, the first day of the
                                                       seventh month of the Plan Year, and
                                                       the first day of the tenth month of
                                                       the Plan Year following the date
                                                       the Employee meets the
                                                       participation requirements of
                                                       Section 2.1 of the Plan.

     [ ]             [ ]            [ ]       (f)      other:

                                                       provided that the Entry Date or Dates
                                                       selected are no later than any of the
                                                       options above.
</TABLE>

                                       9

<PAGE>

(2) Restatement Effective Date:

The Restatement Effective Date (select one):

         [ ](a)   shall be an Entry Date.

         [ ](b)   shall not be an Entry Date.

         [x](c)   shall not be applicable. (Either this is an initial adoption
                  as provided in the Employer and Plan Information Section or
                  the Restatement Effective Date is already an Entry Date as
                  described in (1) above.)

G.       "HIGHLY COMPENSATED EMPLOYEES"

(1)      Top-Paid Group Election

In determining who is a Highly Compensated Employee (select one):

         [ ](a)   A top-paid group election is made. The effect of this
                  election is that an Employee (who is not a 5% owner at any
                  time during the determination year or the look-back year) with
                  Compensation in excess of $80,000 (as adjusted) for the
                  look-back year (as defined in Section 1.49 of the Plan) is a
                  Highly Compensated Employee only if the Employee was in the
                  top-paid group for the look-back year. An Employee is in the
                  "top-paid group" for any year, if such Employee is in the
                  group of Employees consisting of the top 20% of the includable
                  Employees when ranked on the basis of Compensation paid during
                  such year.(iii)

         [x](b)   A top-paid group election is not made.

(2)      Calendar Year Data Election

In determining who is a Highly Compensated Employee (other than a 5% owner)
(select one):

         [ ](a)   A calendar year data election is made. The effect of this
                  election is that the look-back year is the calendar year
                  beginning with or within the look-back year.

         [ ](b)   A calendar year data election is not made.

         [x](c)   Not applicable, Plan Year is the calendar year.

NOTE:    IF BOTH G(1)(A) AND G(2)(A) ARE SELECTED, THE LOOK-BACK YEAR IN
         DETERMINING THE TOP-PAID GROUP SHALL BE THE CALENDAR YEAR BEGINNING
         WITH OR WITHIN THE LOOK-BACK YEAR. GENERALLY, A TOP-PAID GROUP ELECTION
         MUST APPLY CONSISTENTLY TO THE DETERMINATION YEARS OF ALL PLANS OF THE
         EMPLOYER THAT BEGIN WITH OR WITHIN THE SAME CALENDAR YEAR. A CALENDAR
         YEAR DATA ELECTION ALSO MUST APPLY CONSISTENTLY TO THE DETERMINATION
         YEARS OF ALL OF THE EMPLOYER'S PLANS THAT BEGIN WITHIN THE SAME
         CALENDAR YEAR.

-----------------
(iii) GENERALLY, IN MAKING THIS DETERMINATION, THE FOLLOWING EMPLOYEES ARE
EXCLUDED: EMPLOYEES WHO HAVE NOT COMPLETED 6 MONTHS OF SERVICE, EMPLOYEES WHO
NORMALLY WORK LESS THAN 17(1/2) HOURS PER WEEK, EMPLOYEES WHO NORMALLY WORK
DURING NOT MORE THAN 6 MONTHS DURING ANY YEAR, EMPLOYEES WHO HAVE NOT ATTAINED
AGE 21, NONRESIDENT ALIENS WITH NO U.S.-SOURCE INCOME AND EXCEPT TO THE EXTENT
PROVIDED IN IRS REGULATIONS, EMPLOYEES WHO ARE INCLUDED IN A UNIT OF EMPLOYEES
COVERED BY AN AGREEMENT WHICH THE SECRETARY OF LABOR FINDS TO BE A COLLECTIVE
BARGAINING AGREEMENT BETWEEN EMPLOYEE REPRESENTATIVES AND THE EMPLOYER.

                                       10

<PAGE>

H.       "HOURS OF SERVICE"

Hours of Service shall be determined on the basis of the method specified below:

         (1)      Eligibility Service

                  For purposes of determining whether an Employee has satisfied
                  the participation requirements of Section 2.1 of the Plan, the
                  following method shall be used (select one for each column as
                  applicable):

PRE-TAX AND/OR EMPLOYEE    MATCHING     PROFIT SHARING
AFTER-TAX CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS

          [x]                 [x]            [ ]        (a)   elapsed time
                                                              method.

          [ ]                 [ ]            [ ]        (b)   hourly records
                                                                method.

         (2)      Vesting Service

                  All Pre-Tax Contributions, Employee After-Tax Contributions,
                  Qualified Matching Contributions, Qualified Nonelective
                  Contributions, ACP Test Safe Harbor Matching Contributions,
                  and ADP Test Safe Harbor Contributions are always 100% vested.
                  Unless Profit Sharing and/or Matching Contributions are fully
                  vested when made (in accordance with Article IX of this
                  Adoption Agreement), a Participant's nonforfeitable interest
                  in Profit Sharing Contributions and/or Matching Contributions
                  (as applicable) made on his or her behalf shall be determined
                  on the basis of the method specified below (select one as
                  applicable):

                 [x] (a)   elapsed time method.

                 [ ] (b)   hourly records method.

         (3)      Hourly Records

                  For the purpose of determining Hours of Service under the
                  hourly records method (choose one box for eligibility and one
                  box for vesting as applicable):

             ELIGIBILITY     VESTING

                 [ ]           [ ]        (a)    only actual hours for which an
                                                 Employee is paid or entitled to
                                                 payment shall be counted.

                 [ ]           [ ]        (b)    an Employee shall be credited
                                                 with 45 Hours of Service if
                                                 under Section 1.50 of the Plan
                                                 such Employee would be credited
                                                 with at least 1 Hour of Service
                                                 during the week.

I.       " LIMITATION COMPENSATION "

For purposes of Code Section 415, Limitation Compensation shall be Compensation
as determined for purposes of (select one):

         [x](1)   the "Wages, Tips and Other Compensation" Box on Form W-2 as
                  defined in Plan Section 3.9.1 (H)(i).

                                       11

<PAGE>

         [ ](2)    Code Section 3401(a) Federal Income Tax Withholding as
                  defined in Plan Section 3.9.1(H)(ii).

         [ ](3)   Code Section 415 safe-harbor as defined in Plan Section
                  3.9.1(H)(iii).

J.       "LIMITATION YEAR"

For purposes of Code Section 415, the Limitation Year shall be (select one):

         [x](1)   the Plan Year.

         [ ](2)   the calendar year.

         [ ](3)   the 12 consecutive month period ending on the ________ day of
                  the month of ______________.

K.       "NORMAL RETIREMENT AGE"

Normal Retirement Age shall be (select one):

         [x](1)   attainment of age 65 (not more than 65) by the Participant.

         [ ](2)   attainment of age___________ (not more than 65) by the
                  Participant or the___________ anniversary (not more than the
                  5th) of the first day of the Plan Year in which the Eligible
                  Employee became a Participant, whichever is later.

         [ ](3)   attainment of age___________ (not more than 65) by the
                  Participant or the___________ anniversary (not more than the
                  5th) of the first day on which the Eligible Employee performed
                  an Hour of Service, whichever is later.

L.       "PARTICIPANT DIRECTED ASSETS"

Participant directed assets are:

                NON-PROFIT       PROFIT SHARING
                 SHARING          CONTRIBUTIONS
              CONTRIBUTIONS

                    [x]                 [ ]            (1)      permitted.

                    [ ]                 [ ]            (2)      not permitted.

M.       "PLAN YEAR"

The Plan Year shall be the 12 consecutive month period ending on the 31st day Of
December.

                                       12

<PAGE>

N.       "PREDECESSOR EMPLOYER SERVICE"

Predecessor Employer Service will be credited (select one):

         [x](1)   only as required by the Plan.

         [ ](2)   to include, in addition to the Plan requirements and subject
                  to the limitations set forth below, service with the following
                  Predecessor Employer(s) determined as if such predecessors
                  were the Employer:

                  Service with such Predecessor Employer listed in this item (2)
                  applies [select either (a), (b) or (a) and (b); (c) is only
                  available in addition to (a) and/or (b)]:

                  [ ](a)    for purposes of eligibility to participate;

                  [ ](b)    for purposes of vesting;

                  [ ](c)    except for the following service:

O.       "TOP-HEAVY RATIO"

If the adopting Employer maintains or has ever maintained a qualified defined
benefit plan, for purposes of establishing present value to compute the
top-heavy ratio, any benefit shall be discounted only for mortality and interest
based on the following:

          Interest Rate: 8%

          Mortality Table: UP'84

P.       "VALUATION DATE"

Valuation Date shall mean (select one for each column, as applicable):

   NON-PROFIT          PROFIT
    SHARING           SHARING
 CONTRIBUTIONS     CONTRIBUTIONS
      [x]                [ ]        (1) each business day.

      [ ]                [ ]        (2) the last business day of each month.

      [ ]                [ ]        (3) the last business day of each quarter
                                        within the Plan Year.

      [ ]                [ ]        (4) the last business day of each
                                        semi-annual period within the Plan Year.

      [ ]                [ ]        (5) the last business day of the Plan Year.

      [ ]                [ ]        (6) other:

                                       13

<PAGE>

                            ARTICLE II. PARTICIPATION

GENERAL PARTICIPATION REQUIREMENTS    AN ELIGIBLE EMPLOYEE MUST MEET THE
FOLLOWING REQUIREMENTS TO BECOME A PARTICIPANT (SELECT ONE OR MORE FOR EACH
COLUMN, AS APPLICABLE):

<TABLE>
<CAPTION>
PRE-TAX AND/
OR EMPLOYEE
 AFTER-TAX        MATCHING    PROFIT SHARING
CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS
-------------  -------------  --------------
<S>            <C>            <C>              <C>
     [ ]            [ ]             [ ]        (1)      Performance of one Hour of Service.

     [ ]            [ ]             [ ]        (2)      Attainment of age____(maximum 20 1/2)
                                                        and completion of_______(not more
                                                        than 1/2) Year(s) of Service. If
                                                        this item is selected, no Hours of
                                                        Service shall be counted.

     [x]                                       (3)      Attainment of age 21 (maximum 21)
                                                        and completion of 1/2 Year(s) of
                                                        Service (not to exceed 2 years). If
                                                        more than 1 Year of Service is
                                                        selected, the immediate 100%
                                                        vesting schedule must be selected
                                                        in Article IX of this Adoption
                                                        Agreement.

                    [x]                        (4)      Attainment of age 21 (maximum 21)
                                                        and completion of 1/2 Years of
                                                        Service (not to exceed 2 years).
                                                        If more than 1 Year of Service is
                                                        selected, the immediate 100%
                                                        vesting schedule must be selected
                                                        in Article IX of this Adoption
                                                        Agreement.

                                    [ ]        (5)      Attainment of age____ (maximum 21)
                                                        and completion of _____ Years of
                                                        Service (not to exceed 2 years). If
                                                        more than 1 Year of Service is
                                                        selected, the immediate 100%
                                                        vesting schedule must be selected
                                                        in Article IX of this Adoption
                                                        Agreement.

     [ ]            [ ]             [ ]        (6)      Each Employee who is an Eligible
                                                        Employee will be deemed to have
                                                        satisfied the participation
                                                        requirements as of______________
                                                        without regard to such Eligible
                                                        Employee's actual age and/or
                                                        service.
</TABLE>

NOTE: A MAXIMUM OF 1 YEAR OF SERVICE CAN BE REQUIRED FOR PRE-TAX AND/OR EMPLOYEE
AFTER-TAX CONTRIBUTIONS.

     ARTICLE III. PRE-TAX CONTRIBUTIONS AND EMPLOYEE AFTER-TAX CONTRIBUTIONS

A. PRE-TAX CONTRIBUTIONS (select all applicable):

[x](1)   Pre-Tax Contributions are permitted under the Plan and may be made by a
         Participant in an amount equal to a dollar amount or a percentage of
         the Participant's Compensation, as specified by the Participant in his
         or her Pre-Tax Election, which may not exceed 80% of his or her
         Compensation.

                                       14

<PAGE>

[ ](2)   Pre-Tax Contributions Election Limit for Highly Compensated Employees.
         If elected, a Highly Compensated Employee may make a Pre-Tax Election
         which may not exceed __________% of his or her Compensation.

         NOTE: IF ITEM A(2) IS SELECTED, THE ELECTION LIMIT PERCENTAGE FOR
         HIGHLY COMPENSATED EMPLOYEES IN A(2) MUST BE LESS THAN THE EMPLOYEE
         PRE-TAX CONTRIBUTION LIMIT SELECTED IN A(1) ABOVE.

[ ](3)   Separate Bonus Election - With respect to bonuses, such dollar amount
         or percentage as specified by the Participant in his or her Pre-Tax
         Election with respect to such bonus.

[ ](4)   Pre-Tax Contributions are not permitted under the Plan.

B.   EMPLOYEE AFTER-TAX CONTRIBUTIONS (select all applicable):

[ ](1)   Employee After-Tax Contributions are permitted under the Plan and may
         be made by a Participant in an amount equal to a dollar amount or a
         percentage of the Participant's Compensation, as specified by the
         Participant in his or her Employee After-Tax Contribution Election,
         which may not exceed_______% of his or her Compensation.

[ ](2)   After-Tax Contributions Election Limit for Highly Compensated
         Employees. If elected, a Highly Compensated Employee may make an
         After-Tax Election which may not exceed _______% of his or her
         Compensation.

         NOTE: IF ITEM B(2) IS SELECTED, THE ELECTION LIMIT PERCENTAGE FOR
         HIGHLY COMPENSATED EMPLOYEES IN B(2) MUST BE LESS THAN THE EMPLOYEE
         AFTER-TAX CONTRIBUTION LIMIT SELECTED IN B(1) ABOVE.

[ ](3)   Separate Bonus Election - With respect to bonuses, such dollar amount
         or percentage as specified by the Participant in his or her Employee
         After-Tax Contribution Election with respect to such bonus.

[x](4)   Employee After-Tax Contributions are not permitted under the Plan.

NOTE: DEPARTMENT OF LABOR REGULATIONS REQUIRE PRE-TAX CONTRIBUTIONS AND EMPLOYEE
AFTER-TAX CONTRIBUTIONS TO BE CONTRIBUTED TO THE TRUST AS SOON AS POSSIBLE AND
NO LATER THAN THE 15TH BUSINESS DAY OF THE MONTH FOLLOWING THE MONTH IN WHICH
(I) THE PARTICIPANT'S CONTRIBUTION AMOUNTS ARE RECEIVED BY THE EMPLOYER (IN THE
CASE OF AMOUNTS THAT A PARTICIPANT OR BENEFICIARY PAYS TO AN EMPLOYER) OR (II)
SUCH AMOUNTS WOULD OTHERWISE HAVE BEEN PAYABLE TO THE PARTICIPANT IN CASH (IN
THE CASE OF AMOUNTS WITHHELD BY AN EMPLOYER FROM A PARTICIPANT'S WAGES).

C.       AUTOMATIC ENROLLMENT(iv) (select all applicable):

[ ](1)   In the absence of an election made by a Participant to the contrary
         within such time period as established by the Plan Administrator, a
         Participant shall be deemed to have elected (select one or both):

         [ ](a)   a Pre-Tax Contribution of___% of his or her Compensation.

         [ ](b)   an Employee After-Tax Contribution of_____% of his or her
                  Compensation.

[x](2)   Notwithstanding any provision of the Plan to the contrary, the
         following contribution(s) may only be made pursuant to an affirmative
         election made by the Participant in writing

-----------------
(iv) "AUTOMATIC ENROLLMENT" IS SOMETIMES REFERRED TO AS A "NEGATIVE ELECTION"
ENROLLMENT.

                                       15

<PAGE>

         (or in such electronic or telephonic form as specified by the Plan
         Administrator) (select one or both):

         [x](a)   Pre-Tax Contributions.

         [ ](b)   Employee After-Tax Contributions.

D.       MAKING AND MODIFYING AN ELECTION

An Eligible Employee shall be entitled to increase, decrease or resume his or
her Pre-Tax Contributions and/or Employee After-Tax Contributions with the
following frequency during the Plan Year (select one):

         [ ](1)    annually.

         [ ](2)    semi-annually.

         [ ](3)    quarterly.

         [ ](4)    monthly.

         [x](5) other (specify): daily.

         Any such increase, decrease or resumption shall be effective as of the
         first payroll period coincident with or next following the first day of
         each period set forth above. A Participant may completely discontinue
         making Pre-Tax Contributions and/or Employee After-Tax Contributions at
         any time effective for the payroll period after written notice is
         provided to the Administrator.

                       ARTICLE IV. MATCHING CONTRIBUTIONS

This Article IV is effective only if Pre-Tax Contributions and/or Employee
After-Tax Contributions are permitted under the Plan.

A.       CONTRIBUTION AND ALLOCATION FORMULA

If selected below, the Employer may make Matching Contributions (select all that
apply):

         [x](1)   Discretionary Formula:

                  Discretionary Matching Contribution equal to such a dollar
                  amount or percentage of Pre-Tax Contributions and/or Employee
                  After-Tax Contributions, as determined by the Employer, which
                  shall be allocated (select all that apply):

                  [ ](a)   based on the ratio of each Participant's Pre-Tax
                           Contributions and/or Employee After-Tax Contributions
                           for the Plan Year to the total Pre-Tax Contributions
                           and/or Employee After-Tax Contributions of all
                           Participants for the Plan Year. If selected, Matching
                           Contributions shall be subject to a maximum amount of
                           (select one):

                                    [ ](i) $__________for each Participant.

                                    [ ](ii)____% of each Participant's
                                             Compensation.

                                       16

<PAGE>

         [x]      (b) in an amount up to 25% or $_________of each Participant's
                  first 4% or $__________of Compensation contributed as Pre-Tax
                  Contributions and/or Employee After-Tax Contributions. If any
                  Matching Contribution remains, it is allocated to each such
                  Participant in an amount up to____ % or $________of the
                  next_______% or $__________of each Participant's Compensation
                  contributed as Pre-Tax Contributions and/or Employee After-Tax
                  Contributions. If any Matching Contribution remains after the
                  application of the preceding sentence, it is allocated to each
                  such Participant in an amount up to________% or $_________of
                  the next_______% or $___________ of each Participant's
                  Compensation contributed as Pre-Tax Contributions and/or
                  Employee After-Tax Contributions.

                  Any remaining Matching Contribution shall be allocated to each
                  such Participant in the ratio that such Participant's Pre-Tax
                  Contributions and/or Employee After-Tax Contributions bear to
                  the total Pre-Tax Contributions and/or Employee After-Tax
                  Contributions of all such Participants.

                  If selected, Matching Contributions shall be subject to a
                  maximum amount of (select one):

                  [ ] (i)     $____________for each Participant.

                  [ ] (ii)____% of each Participant's Compensation.

[ ](2)   Nondiscretionary Formula:

         A nondiscretionary Matching Contribution equal to (select all that
         apply):

         [ ](a)   ______% of each Participant's Compensation contributed as
                  Pre-Tax Contributions and/or Employee After-Tax Contributions.
                  If selected, Matching Contributions shall be subject to a
                  maximum amount of (select one):

                  [ ] (i) $__________for each Participant.

                  [ ] (ii)____% of each Participant's Compensation.

         [ ](b)   ______% or $____________of the first______% or $_________of
                  the Participant's Compensation contributed as Pre-Tax
                  Contributions and/or Employee After-Tax Contributions,_______%
                  or $___________of the next________ % or $__________of the
                  Participant's Compensation contributed as Pre-Tax
                  Contributions and/or Employee After-Tax Contributions,
                  and_______% or $_______of the next______% or $________of the
                  Participant's Compensation contributed as Pre-Tax
                  Contributions and/or Employee After-Tax Contributions.

                  If selected, Matching Contributions shall be subject to a
                  maximum amount of (select one):

                  [ ] (i) $_________for each Participant.

                  [ ] (ii)___% of each Participant's Compensation.

                                       17

<PAGE>

[x](3)   Matching Contribution "True-up" (select one):

         [x](a)   Annualized Matching Contributions: Matching Contributions, if
                  made on a periodic basis, will be recalculated based on
                  Compensation for the Plan Year, and "true-up" contributions
                  will be made to Participants as necessary.

         [ ](b)   Non-annualized Matching Contributions: The "true-up" Matching
                  Contributions will not be made.

[x](4)   Matched Contributions. Pre-Tax and/or Employee After-Tax Contributions
         indicated above shall be eligible for Matching Contributions as
         indicated below (select all that apply):

     DISCRETIONARY        NONDISCRETIONARY
MATCHING CONTRIBUTION  MATCHING CONTRIBUTION
       FORMULA                 FORMULA

         [x]                     [ ]            (a)     Pre-Tax Contributions.

         [ ]                     [ ]            (b)     After-Tax Contributions.

         (c)      If (a) and (b) selected above, the Pre-Tax and Employee
                  After-Tax Matching Contributions formula will be applied
                  (select one, if applicable):

                  [ ](i)  concurrently as a separate formula for each feature.

                  [ ](ii) cumulatively as a single formula for both features.

B.  PARTICIPANTS ELIGIBLE FOR MATCHING CONTRIBUTION ALLOCATION

The following Participants shall be eligible for an allocation to their Matching
Contributions Account (select one):

[ ](1)   Payroll Basis Matching Contributions - Any Participant who makes
         Pre-Tax Contributions and/or Employee After-Tax Contributions.

[x](2)   Periodic Matching Contributions - Solely with respect to a Plan in
         which Matching Contributions are made on a periodic basis, any
         Participant whose Pre-Tax Election or Employee After-Tax Election is in
         effect during such period. (select the applicable period):

   [ ] (a)  monthly.

   [ ] (b)  quarterly.

   [ ] (c)  semi-annually.

   [x] (d)  other (specify): bi-weekly.

                                       18

<PAGE>

[ ] (3)  Annual Plan Year-end Matching Contribution - Any Participant who makes
         Pre-Tax Contributions and/or Employee After-Tax Contributions during
         the Plan Year and who satisfies the following requirements (select all
         those applicable):

    [ ](a)    is employed during the Plan Year.

    [ ](b)    was credited with _ (no more than 1 ,000) Hours of Service during
              the Plan Year.

    [ ](c)    was employed on the last day of the Plan Year.

    [ ](d)    was on a leave of absence on the last day of the Plan Year.

    [ ](e)    during the Plan Year died or became disabled while an Employee or
              terminated employment after attaining Normal Retirement Age.

    [ ](f)    was credited with at least 501 Hours of Service whether or not
              employed on the last day of the Plan Year.

    [ ](g)    was credited with at least 1,000 Hours of Service and was employed
              on the last day of the Plan Year.

         ARTICLE V. PROFIT SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION

A.       PROFIT SHARING CONTRIBUTIONS:

Contributions to Profit Sharing Contribution Accounts shall be (select one):

         [ ](1)   such an aggregate amount, if any, as determined by the
                  Employer, for each Participant eligible to share in the
                  allocation for a Plan Year.

         [ ](2)   ____ % of the Compensation of each Participant eligible to
                  share in the allocation for a Plan Year.

B.       ALLOCATION OF CONTRIBUTIONS TO PROFIT SHARING CONTRIBUTION ACCOUNTS
         (select all applicable):

         [ ](1)    Non-Integrated Allocation

                  [ ](a)   The Profit Sharing Contributions Account of each
                           Participant eligible to share in the allocation for a
                           Plan Year shall be credited with a portion of the
                           contribution, plus any forfeitures if forfeitures are
                           reallocated to Participants, equal to the ratio that
                           the Participant's Compensation for the Plan Year
                           bears to the Compensation for that Plan Year of all
                           Participants entitled to share in the contribution.

                  [ ](b)   $ _____ per each Participant eligible to share in the
                           allocation for a Plan Year, on a _ (specify period,
                           such as weekly, monthly, quarterly, etc.) basis.

                                       19
<PAGE>

         [ ] (2)  2 Step-First Dollar Integrated Allocation

                  For each Participant eligible to share in the allocation for a
                  Plan Year, contributions to Profit Sharing Contributions
                  Accounts with respect to a Plan Year, plus any forfeitures if
                  forfeitures are reallocated to Participants, shall be
                  allocated to the Profit Sharing Contributions Account of each
                  eligible Participant as follows:

                  (i)      First, in the ratio that the sum of each eligible
                           Participant's Compensation for the Plan Year and
                           Compensation for the Plan Year in excess of the
                           Integration Level bears to the sum of all such
                           Participants' Compensation and Compensation in excess
                           of the Integration Level, but for each eligible
                           Participant, not in excess of the Maximum Profit
                           Sharing Disparity Rate (defined below).

                  (ii)     Second, any remaining contributions or forfeitures
                           will be allocated in the ratio that each
                           Participant's Compensation for that Plan Year bears
                           to all Participants' Compensation for that Plan Year.

         [ ] (3)  Top-Heavy Integrated Allocation

                  NOTE: UNDER THIS ALLOCATION FORMULA, EACH ELIGIBLE PARTICIPANT
                  WILL BE ALLOCATED A CONTRIBUTION EQUAL TO A TOP-HEAVY MINIMUM
                  CONTRIBUTION UP TO 3% OF COMPENSATION EVEN IN PLAN YEARS THAT
                  THE PLAN IS NOT OTHERWISE TOP-HEAVY.

                  For each Participant eligible to share in the allocation for a
                  Plan Year, contributions to Profit Sharing Contributions
                  Accounts with respect to a Plan Year shall be allocated to the
                  Profit Sharing Contributions Account of each eligible
                  Participant in the ratio that each such eligible Participant's
                  Compensation for the Plan Year bears to the Compensation for
                  that Plan Year of all eligible Participants but not in excess
                  of 3% of each Participant's Compensation.

                  The amount of this Top-Heavy allocation will be offset against
                  the Profit Sharing allocation made under (1) or (2) above.

                  The Maximum Profit Sharing Disparity Rate is equal to the
                  applicable percentage determined in accordance with the
                  following table:

<TABLE>
<CAPTION>
IF THE INTEGRATION LEVEL IS
(AS A % OF THE TAXABLE WAGE
BASE ("TWB")).                             THE APPLICABLE PERCENTAGE IS:
<S>                                        <C>
20% (or $10,000 if greater)
or less of the TWB                                     5.7%

More than 20% (but not less than
$10,001) but not
more than 80% of the TWB                               4.3%

More than 80% but less
than 100% of the TWB                                   5.4%

100% of the TWB                                        5.7%
</TABLE>

                                       20

<PAGE>

         [ ] (4)  Integration Level

                  The "Integration Level" shall be (select one):

                  [ ] (a) the Taxable Wage Base.

                  [ ] (b) $____(a dollar amount less than the Taxable Wage
                          Base).

                  [ ] (c) ______% of the Taxable Wage Base (not to exceed 100%).

                  [ ] (d) the greater of $10,000 or 20% of the Taxable Wage
                          Base.

C.       PARTICIPANTS ELIGIBLE FOR PROFIT SHARING CONTRIBUTION ALLOCATION

The following Participants shall be eligible for an allocation to their Profit
Sharing Contributions Accounts (select all those applicable):

         [ ] (1)  Any Participant who was employed during the Plan Year.

NOTE: ITEM C(1) MUST BE SELECTED IF PROFIT SHARING CONTRIBUTIONS ARE ALLOCATED
ON A PERIODIC BASIS DURING THE PLAN YEAR.

         [ ] (2)  Any Participant who was credited with__________________ (no
                  more than 1,000) Hours of Service during the Plan Year.

         [ ] (3)  Any Participant who was employed on the last day of the Plan
                  Year.

         [ ] (4)  Any Participant who was on a leave of absence on the last day
                  of the Plan Year.

         [ ] (5)  Any Participant who during the Plan Year died or became
                  disabled while an Employee or terminated employment after
                  attaining Normal Retirement Age.

         [ ] (6)  Any Participant who was credited with at least 501 Hours of
                  Service whether or not employed on the last day of the Plan
                  Year.

         [ ] (7)  Any Participant who was credited with at least 1,000 Hours of
                  Service and was employed on the last day of the Plan Year.

                    ARTICLE VI. PREVAILING WAGE CONTRIBUTIONS

A.       PREVAILING WAGE CONTRIBUTIONS, AS DESCRIBED IN SECTION 3.15 OF THE PLAN
         (SELECT ONE):

         [ ] (1)  shall be made as provided in Appendix B and shall:

                  [ ] (a)  be considered a QNEC.

                  [ ] (b)  not be considered a QNEC.

         [X] (2)  shall not be made.

                                       21

<PAGE>

B.       PREVAILING WAGE OFFSET

The Prevailing Wage Contribution made on behalf of a Participant for the Plan
Year will (select one if A(1) is selected above):

         [ ] (1)  Offset the amount allocated or contributed on behalf of such
                  Participant under Article V for the Plan Year.

         [ ] (2)  Not offset the amount allocated or contributed on behalf of
                  such Participant under Article V for the Plan Year.

                       ARTICLE VII. ADP TEST AND ACP TEST

A.       ACTUAL DEFERRAL PERCENTAGE TEST AND ACTUAL CONTRIBUTION PERCENTAGE TEST
         ELECTION

Effective for Plan Years beginning on and after 01/01/2003, the ADP Test of
Section 3.4 of the Plan and the ACP Test under Section 3.6 of the Plan shall be
applied using the ADP and ACP of Nonhighly Compensated Employees for the (select
one):

         [ ] (1)  current Plan Year.

         [X] (2)  immediately preceding Plan Year.

NOTE: AN ELECTION TO USE THE CURRENT PLAN YEAR DATA MAY NOT BE CHANGED UNLESS
(1) THE PLAN HAS BEEN USING THE CURRENT YEAR TESTING METHOD FOR THE PRECEDING 5
PLAN YEARS, OR IF LESS, THE NUMBER OF PLAN YEARS THE PLAN HAS BEEN IN EXISTENCE;
OR (2) THE PLAN OTHERWISE MEETS ONE OF THE REQUIREMENTS OF IRS NOTICE 98-1 (OR
SUPERCEDING GUIDANCE) FOR CHANGING FROM THE CURRENT YEAR TESTING METHOD. LEGAL
COUNSEL SHOULD BE OBTAINED PRIOR TO CHANGING A CURRENT YEAR DATA ELECTION UNDER
THIS ARTICLE.

B.       FIRST PLAN YEAR ELECTIONS

For purposes of Sections 3.4.2(B) and 3.6(A), the ADP and the ACP for Nonhighly
Compensated Employees for the first Plan Year the Plan permits any Participant
to make Pre-Tax Contributions and/or Employee After-Tax Contributions, provides
for Matching Contributions, or both (if this Plan is not a successor plan)
(select one):

         [ ](1)   shall be the Plan Year ADP and ACP.

         [ ](2)   shall be 3%.

         [X](3)   is not applicable, existing plan.

C.       COORDINATION WITH SAFE HARBOR CODA

As provided under Section 3.16.1(B), and as consistent with IRS Notice 98-52 (or
subsequent guidance) indicate below which of the following shall be disregarded
for purposes of satisfying the ACP Test (select one):

         [ ] (1)  All Matching Contributions for all Eligible Participants (if
                  the requirements of the ACP Test Safe Harbor are satisfied).

                                       22
<PAGE>

         [ ] (2)  Matching Contributions that do not exceed 4% of each Eligible
                  Participant's Compensation, if permitted under IRS Notice
                  98-52 (or subsequent guidance).

         [X] (3) Not applicable, not a Safe Harbor plan.

                         ARTICLE VIII. SAFE HARBOR CODA

A.       SAFE HARBOR CODA PROVISIONS

The Safe Harbor Method CODA provisions of Section 3.16 of the Plan:

         [ ] (1)  apply.

         [X] (2)  do not apply.

B.       ADP/ACP TEST SAFE HARBOR CONTRIBUTIONS

Section 3.16.4(A) provides for a Basic Matching Contribution to the Plan on
behalf of each Eligible Participant equal to (i) 100% of the amount of the
Eligible Participant's Pre-Tax Contributions that do not exceed 3% of the
Eligible Participant's Compensation for the Plan Year, plus (ii) 50% of the
amount of the Eligible Participant's Pre-Tax Contributions that exceed 3% of the
Eligible Participant's Compensation but that do not exceed 5% of the Eligible
Participant's Compensation.

In lieu of the Safe Harbor Matching Contributions described in Section
3.16.4(A), the Employer will make the following contributions for the Plan Year
(select one):

         [ ] (1)  Enhanced Matching Contributions

                  The Employer will make Matching Contributions to the Account
                  of each Eligible Participant in an amount equal to:

                  _________% of the first _________% of the Eligible
                  Participant's Compensation contributed as Pre-Tax
                  Contributions, ________% of the next _______% of the Eligible
                  Participant's Compensation contributed as Pre-Tax
                  Contributions, and _________% of the next _________% of the
                  Eligible Participant's Compensation contributed as Pre-Tax
                  Contributions.

                  NOTE: THE BLANKS ABOVE MUST BE COMPLETED SO THAT, AT ANY RATE
                  OF PRE-TAX CONTRIBUTIONS, THE MATCHING CONTRIBUTION IS AT
                  LEAST EQUAL TO THE CONTRIBUTION THAT WOULD OTHERWISE BE MADE
                  UNDER SECTION 3.16.4(A) (THE BASIC SAFE HARBOR MATCHING
                  CONTRIBUTION). ADDITIONALLY, THE RATE OF MATCH CANNOT INCREASE
                  AS PRE-TAX CONTRIBUTIONS INCREASE. FINALLY, IF MATCHING
                  CONTRIBUTIONS ARE MADE WITH RESPECT TO PRE-TAX CONTRIBUTIONS
                  THAT EXCEED 6% OF ELIGIBLE PARTICIPANTS' COMPENSATION, THE
                  PLAN WILL NOT MEET THE REQUIREMENTS FOR THE ACP TEST SAFE
                  HARBOR PROVISIONS AND AN ACP TEST WOULD HAVE TO BE PERFORMED.

         [ ] (2)  Safe Harbor Nonelective Contributions

                  The Employer will make a Safe Harbor Nonelective Contribution
                  to the Account of each Eligible Participant in an amount equal
                  to __________% (at least 3%) of the Employee's Compensation
                  for the Plan Year.

         NOTE: THE SAFE HARBOR NONELECTIVE CONTRIBUTION CANNOT BE ALLOCATED ON
         AN INTEGRATED BASIS.

                                       23
<PAGE>

c. [ ]   If checked, the ADP Test Safe Harbor Contributions will be made to the
         following Defined Contribution Plan of the Employer:
         _______________________________________________________________________
         _______________________________________________________________________

                               ARTICLE IX. VESTING

A.       EMPLOYER CONTRIBUTION ACCOUNTS

(1)      A Participant shall have a vested percentage in his or her Profit
         Sharing Contributions and Matching Contributions Account(s), if
         applicable, in accordance with the following schedule (select one for
         each column as applicable):

<TABLE>
<CAPTION>
   MATCHING       PROFIT SHARING
CONTRIBUTIONS     CONTRIBUTIONS
<S>               <C>               <C>
     [ ]               [ ]          (a)     100% vesting immediately upon
                                            participation.

     [X]               [ ]          (b)     100% after 2 years of Vesting
                                            Service.

     [ ]               [ ]          (c)     Graded vesting schedule:

   _______%         _______%        immediately upon participation;

   _______%         _______%        after 1 year of Vesting Service;

   _______%         _______%        after 2 years of Vesting Service;

   _______%         _______%        after 3 years of Vesting Service;

   _______%         _______%        after 4 years of Vesting Service;

   _______%         _______%        after 5 years of Vesting Service;

   _______%         _______%        after 6 years of Vesting Service;

         100% after 7 years of Vesting Service.
</TABLE>

(2)      Early Retirement

         Upon attainment of Early Retirement Age (if selected in I.D(2)), a
         Participant (select one):

         [ ] (a)  shall

         [ ] (b)  shall not

         become 100% vested solely due to attainment of Early Retirement Age.

                                       24
<PAGE>

(3)      Prior Vesting Schedule(s)

If the Plan's vesting schedule has been amended, the following prior vesting
schedule shall apply to Participants who were eligible to and did elect to have
their vested percentages determined under the vesting schedule in effect prior
to the vesting schedule amendment:

<TABLE>
<CAPTION>
                                PROFIT SHARING
MATCHING CONTRIBUTIONS          CONTRIBUTIONS
  VESTING SCHEDULE             VESTING SCHEDULE
EFFECTIVE ON AND BEFORE    EFFECTIVE ON AND BEFORE
-----------------------    -----------------------
<S>                        <C>                            <C>
         [ ]                        [ ]                   (a) 100% vesting immediately upon
                                                              participation.
         [ ]                        [ ]                   (b) 100% after _______years of Vesting
                                                              Service.
         [ ]                        [ ]                   (c) Graded vesting schedule:

      _______%                   _______%                     immediately upon participation;

      _______%                   _______%                     after 1 year of Vesting Service;

      _______%                   _______%                     after 2 years of Vesting Service;

      _______%                   _______%                     after 3 years of Vesting Service;

      _______%                   _______%                     after 4 years of Vesting Service;

      _______%                   _______%                     after 5 years of Vesting Service;

      _______%                   _______%                     after 6 years of Vesting Service;

                                                              100% after 7 years of Vesting Service.
</TABLE>

                                       25
<PAGE>

B.       ALLOCATION OF FORFEITURES Forfeitures, if any, shall be (select one
         from each applicable column):

<TABLE>
<CAPTION>
   MATCHING       PROFIT SHARING
CONTRIBUTIONS     CONTRIBUTIONS
<S>               <C>               <C>
      [ ]            [ ]            (1) first, used to reduce Employer
                                    contributions; second, any remaining
                                    forfeitures shall be used to offset the
                                    Employer's Plan administrative costs; and
                                    third, any remaining forfeitures shall be
                                    allocated to Participants.

      [X]            [ ]            (2) first, used to offset the Employer's
                                    Plan administrative costs; second, any
                                    remaining forfeitures shall be used to
                                    reduce Employer contributions; and third,
                                    any remaining forfeitures shall be allocated
                                    to Participants.

      [ ]            [ ]            (3) allocated to Participants in the ratio
                                    which the Compensation of each Participant
                                    for the Plan Year bears to the total
                                    Compensation for the Plan Year of all
                                    Participants otherwise entitled to share in
                                    the Employer contributions. If the Profit
                                    Sharing portion of the Plan is integrated
                                    with Social Security, forfeitures
                                    attributable to Profit Sharing Contributions
                                    shall be allocated in accordance with the
                                    formula elected by the Employer.
</TABLE>

C.       VESTING SERVICE

For purposes of determining Years of Service for Vesting Service (select (1) or
(2) and/or (3)):

         [X] (1)  All Years of Service shall be included.

         [ ] (2)  Years of Service before the Participant attained age 18 shall
                  be excluded.

         [ ] (3)  Service with the Employer prior to the effective date of the
                  Plan shall be excluded.

                  ARTICLE X. IN-SERVICE DISTRIBUTIONS AND LOANS

A.       IN-SERVICE DISTRIBUTIONS

         [X] (1)  In-service distributions may be made from any of the
                  Participant's vested Accounts, at any time upon or after the
                  occurrence of the following events (select all applicable):

                  [X] (a)  a Participant's attainment of age 59 1/2 (no lower
                           than 59 1/2).

                  [ ] (b)  January 1 of the calendar year in which the
                           Participant attains age 70 1/2.

         [ ] (2)  In-service distributions are not permitted (subject to Section
                  5.7.3 of the Plan).

                                       26
<PAGE>

B.       HARDSHIP DISTRIBUTIONS:

         Hardship distributions are:

         [X] (1)  permitted and shall be made from the vested portion of a
                  Participant's Accounts (other than his or her Qualified
                  Nonelective Contributions Account, Qualified Matching
                  Contributions Account, QVEC Account, earnings accrued after
                  December 31, 1988 on the Participant's Pre-Tax Contributions,
                  or Safe Harbor Contributions under Section 3.16) as provided
                  in Section 5.9.1.

         [ ] (2)  not permitted.

C.       LOANS:
         Loans are:

<TABLE>
<CAPTION>
  NON-PROFIT
   SHARING        PROFIT SHARING
CONTRIBUTIONS     CONTRIBUTIONS
<S>               <C>              <C>
    [X]               [ ]          (1) permitted.

    [ ]               [ ]          (2) not permitted.
</TABLE>

                                ARTICLE XI. TRUST

         [ ] If this item is checked, the Employer elects to establish a Group
             Trust consisting of such Plan assets as shall from time to time be
             transferred to the Trustee pursuant to Article X of the Plan. The
             Trust Fund shall be a Group Trust consisting of assets of this Plan
             plus assets of the following plans of the Employer or of an
             Affiliate:
                ________________________________________________________________
                ________________________________________________________________
                ________________________________________________________________
                ________________________________________________________________

                           ARTICLE XII. MISCELLANEOUS

A.       IDENTIFICATION OF SPONSOR

The address and telephone number of the Sponsor's authorized representative is
PO Box 1510, Pennington, New Jersey 08534-1510; 800-434-6945. This authorized
representative can answer inquiries regarding the adoption of the Plan, the
intended meaning of any Plan provisions, and the effect of the opinion letter.

The Sponsor will inform the Primary Employer of any amendments made to the Plan
or the discontinuance or abandonment of the Plan. In order to receive
notification, the Primary Employer hereby agrees to promptly notify the Sponsor
at the address indicated above of any change in company contact, business
address, or intent to terminate use of the Merrill Lynch Prototype Plan.

                                       27
<PAGE>

B.       PLAN REGISTRATION

1.       Initial Registration

This Plan must be registered with the Sponsor, Merrill Lynch, Pierce Fenner &
Smith Incorporated, in order to be considered a Prototype Plan by the Sponsor.
Registration is required so that the Sponsor is able to provide the
Administrator with documents, forms and announcements relating to the
administration of the Plan and with Plan amendments and other documents, all of
which relate to administering the Plan in accordance with applicable law and
maintaining compliance of the Plan with the law.

The Primary Employer and all participating Employers must sign and date the
Adoption Agreement. Upon receipt and acceptance by Merrill Lynch, Pierce Fenner
& Smith Incorporated of the Adoption Agreement, the Plan will be registered as a
Prototype Plan of Merrill Lynch, Pierce Fenner & Smith Incorporated. An
authorized representative will countersign the Adoption Agreement and a copy of
the countersigned Adoption Agreement will be returned to the Primary Employer.
Countersignature of the Adoption Agreement acknowledges receipt of the Adoption
Agreement by Merrill Lynch, Pierce Fenner & Smith Incorporated, but does not
represent that the Sponsor has reviewed or assumes responsibility for the
provisions selected within the Adoption Agreement. Merrill Lynch, Pierce Fenner
& Smith Incorporated reserves the right to reject any Adoption Agreement.

2.       Registration Renewal

Annual registration renewal is required in order for the Employer to continue to
receive any and all necessary updating documents. The Sponsor reserves the right
to charge a registration renewal fee and change such fee from time to time. The
Sponsor will notify the Primary Employer of any registration renewal fee and of
any change to such registration renewal fee.

C.       PROTOTYPE REPLACEMENT PLAN

This Adoption Agreement is a replacement prototype plan for (1) Merrill Lynch
Special Prototype Defined Contribution Plan - Nonstandardized 401 (k) Plan,
Employee Thrift Plan, Profit Sharing Plan Adoption Agreement # 03-004.

D.       RELIANCE

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.

                                       28
<PAGE>

E.       PLAN DOCUMENT

This Adoption Agreement may ONLY be used in conjunction with the Merrill Lynch
Special/Flexible Prototype Defined Contribution Plan and Trust Base Plan
Document #03.

F.       PROPER COMPLETION OF ADOPTION AGREEMENT

Failure to properly fill out this Adoption Agreement may result in the failure
of the Plan to qualify under Internal Revenue Code Section 401 (a). Each
participating Employer and its independent legal and tax advisors are
responsible for the adoption and qualification of this Plan and any related tax
consequences.

                                       29
<PAGE>

                          PRIMARY EMPLOYER'S SIGNATURE

The undersigned hereby adopts the Plan and Trust.
         Name of Primary Employer:
                                         Childtime Childcare, Inc.
                                        ________________________________________
                                        ________________________________________
                                               Authorized Signature
                                        ________________________________________
                                        ________________________________________
                                                    Print Name
                                        ________________________________________
                                        ________________________________________
                                                       Title

DATED:______,20___

                             PARTICIPATING EMPLOYERS

The undersigned hereby adopts the Plan and Trust.
         Name of Employer


1. Tutortime Learning Center, LLC       Authorized
   __________________________________   Signature:______________________________
                                        Print
                                        Name:     ______________________________
                                        Title:    ______________________________
                                        Date:     ______________________________

2. Childtime Learning Center, Inc.      Authorized
   __________________________________   Signature:______________________________
                                        Print
                                        Name:     ______________________________
                                        Title:    ______________________________
                                        Date:     ______________________________

3. __________________________________   Authorized
                                        Signature:______________________________
                                        Print
                                        Name:     ______________________________
                                        Title:    ______________________________
                                        Date:     ______________________________

4. __________________________________   Authorized
                                        Signature:______________________________
                                        Print
                                        Name:     ______________________________
                                        Title:    ______________________________
                                        Date:     ______________________________

5. __________________________________   Authorized
                                        Signature:______________________________
                                        Print
                                        Name:     ______________________________
                                        Title:    ______________________________
                                        Date:     ______________________________
                                       30
<PAGE>


6. __________________________________   Authorized
                                        Signature:______________________________
                                        Print
                                        Name:     ______________________________
                                        Title:    ______________________________
                                        Date:     ______________________________

7. __________________________________   Authorized
                                        Signature:______________________________
                                        Print
                                        Name:     ______________________________
                                        Title:    ______________________________
                                        Date:     ______________________________

8. __________________________________   Authorized
                                        Signature:______________________________
                                        Print
                                        Name:     ______________________________
                                        Title:    ______________________________
                                        Date:     ______________________________

9. __________________________________   Authorized
                                        Signature:______________________________
                                        Print
                                        Name:     ______________________________
                                        Title:    ______________________________
                                        Date:     ______________________________

10. __________________________________  Authorized
                                        Signature:______________________________
                                        Print
                                        Name:     ______________________________
                                        Title:    ______________________________
                                        Date:     ______________________________

Only an Affiliate may adopt this Plan. The Plan may only be adopted or restated
pursuant to a duly authorized action evidenced by the above signature of the
person authorized to adopt the Plan on behalf of the Employer and as permitted
by the Primary Employer. By adopting this Plan, each participating Employer
delegates to the Primary Employer the authority to amend the Plan.

TO BE COMPLETED BY MERRILL LYNCH:

SPONSOR ACKNOWLEDGMENT:

Subject to the terms and conditions of the Prototype Plan and this Adoption
Agreement, Merrill Lynch, Pierce Fenner & Smith Incorporated as the Prototype
Sponsor acknowledges receipt of this Adoption Agreement.

Authorized
Signature:______________________________________________________________________

                                       31
<PAGE>

                     MERRILL LYNCH TRUST CO., FSB AS TRUSTEE

TO BE COMPLETED BY MERRILL LYNCH TRUST CO., FSB:

                             ACCEPTANCE BY TRUSTEE:

The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan, Trust and this Adoption Agreement. If the
Employer has elected a Group Trust in this Adoption Agreement, the undersigned
Trustee(s) shall be the Trustee(s) of the Group Trust.

SEAL                                    MERRILL LYNCH TRUST CO., FSB

                                        By:_____________________________________
                                           _____________________________________

DATED:________, 20____

                                       32
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Primary Employer Name:__________________________________________________________
Plan Name:            __________________________________________________________
                      __________________________________________________________
Plan Number:          __________________________________________________________

                                   APPENDIX A
                                GUST AMENDMENTS

                         (PROFIT SHARING PLAN WITH CODA)

         In accordance with IRS Revenue Procedure 2000-20, the following
sections retroactively conform the Plan's terms to its actual operation during
the remedial amendment period for the Small Business Job Protection Act of 1996,
the Uruguay Round Agreements Act, the Taxpayer Relief Act of 1997, the Internal
Revenue Service Restructuring and Reform Act of 1998, and the Uniformed Services
Employment and Reemployment Rights Act of 1994. The signature of the Primary
Employer in this Adoption Agreement shall apply to this Appendix A if the
Primary Employer is restating its plan to comply with Revenue Procedure 2000-20.

I.       ADP AND ACP TESTS

         A.       ADP TEST ELECTION. Effective for the indicated Plan Years, for
                  purposes of the ADP Test under Section 3.4, the ADP of
                  Nonhighly Compensated Employees shall be determined:

<TABLE>
<CAPTION>
  1997     1998     1999     2000     2001     2002
Testing  Testing  Testing  Testing  Testing  Testing
  Year     Year     Year     Year     Year     Year
  ----     ----     ----     ----     ----     ----
<S>      <C>      <C>      <C>      <C>      <C>       <C>
  [ ]      [ ]      [ ]      [ ]      [ ]      [ ]     (1)   for the current Plan Year.

  [ ]      [ ]      [ ]      [ ]      [ ]      [ ]     (2)   for the immediately
                                                             preceding Plan Year.
</TABLE>

         B.       ACP TEST ELECTION. Effective for the indicated Plan Years, for
                  purposes of the ACP Test under Section 3.6, the ACP of
                  Nonhighly Compensated Employees shall be determined:

<TABLE>
<CAPTION>
  1997     1998     1999     2000     2001     2002
Testing  Testing  Testing  Testing  Testing  Testing
  Year     Year     Year     Year     Year     Year
  ----     ----     ----     ----     ----     ----
<S>      <C>      <C>      <C>      <C>      <C>       <C>
  [ ]      [ ]      [ ]      [ ]      [ ]      [ ]     (1)   for the current Plan Year.

  [ ]      [ ]      [ ]      [ ]      [ ]      [ ]     (2)   for the immediately
                                                             preceding Plan Year.
</TABLE>

         C.       FIRST PLAN YEAR

                  (1)      ADP (do not complete if Plan used the current year
                           testing method for such year). If this Plan is not a
                           successor plan, then for__________, [Insert First
                           Plan Year], the first Plan Year this Plan permitted
                           any Participant to make Pre-Tax Contributions, the
                           ADP used in the ADP Test for Participants who are
                           Nonhighly Compensated Employees shall be (select
                           one):

                           [ ] (a) 3%.

                           [ ] (b) such first Plan Year's ADP.

                                       33
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                  (2)      ACP (do not complete if Plan used current year
                           testing method for such year). If this Plan is not a
                           successor plan, then for the first Plan Year this
                           Plan provided for Employee After-Tax Contributions
                           and/or Matching Contributions, ________, [Insert Such
                           Plan Year] the ACP used for Participants who are
                           Nonhighly Compensated Employees shall be (select
                           one):

                           [ ] (a) 3%.

                           [ ] (b) such first Plan Year's ACP.

NOTES:   (1)      THE PLAN MUST USE THE SAME TESTING METHOD FOR BOTH THE ADP
                  TEST AND THE ACP TEST IN ANY PLAN YEAR BEGINNING ON OR AFTER
                  THE DATE THE EMPLOYER ADOPTS THE RESTATED PLAN.

         (2)      PLANS USING THE CURRENT YEAR TESTING METHOD FOR THE 1997 TO
                  2001 TESTING YEARS (OR SUCH LATER DATE AS PERMITTED BY THE
                  INTERNAL REVENUE SERVICE) COULD CHANGE TO THE PRIOR YEAR
                  TESTING METHOD WITHOUT IRS APPROVAL.

         (3)      IF THE PLAN USES THE CURRENT YEAR TESTING METHOD FOR A TESTING
                  YEAR IT MAY NOT BE PERMISSIVELY AGGREGATED UNDER TREAS. REG.
                  SECTION 1.410(b)-7(d) WITH A PLAN THAT USES THE PRIOR YEAR
                  TESTING METHOD FOR THAT TESTING YEAR.

II.      HIGHLY COMPENSATED EMPLOYEES

         A.       TOP-PAID GROUP ELECTION. Effective for the indicated Plan
                  Years, the determination of Highly Compensated Employees
                  (other than 5% owners) for a year shall be:

<TABLE>
<CAPTION>
  1997      1998      1999      2000      2001      2002
 Deter-    Deter-    Deter-    Deter-    Deter-    Deter-
mination  mination  mination  mination  mination  mination
  Year      Year      Year      Year      Year      Year
  ----      ----      ----      ----      ----      ----
<S>       <C>       <C>       <C>       <C>       <C>         <C>
  [ ]       [ ]       [ ]       [ ]       [ ]       [ ]       (1) limited to
                                                                  Employees in
                                                                  the top-paid
                                                                  20% of the
                                                                  Employees
                                                                  for such year.

  [ ]       [ ]       [ ]       [ ]       [ ]       [ ]       (2) made without
                                                                  regard to
                                                                  whether an
                                                                  Employee was
                                                                  in the top-paid
                                                                  20% of the
                                                                  Employees for
                                                                  such year.
</TABLE>

         B.       CALENDAR YEAR DATA ELECTION. (Complete only if the Plan Year
                  is not the calendar year.) Effective for the indicated Plan
                  Years, for purposes of determining Highly Compensated
                  Employees (other than 5% owners), a calendar year election is
                  made as follows:

                                       34
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<TABLE>
<CAPTION>
    1997           1998           1999           2000           2001           2002
Determination  Determination  Determination  Determination  Determination  Determination
    Year           Year           Year           Year           Year           Year
    ----           ----           ----           ----           ----           ----
<S>            <C>            <C>            <C>            <C>            <C>
    [ ]            [ ]            [ ]            [ ]            [ ]            [ ]
</TABLE>

                  Note: The effect of a calendar year data election is that the
                  look-back year is the calendar year beginning with or within
                  the look-back year. Generally, a top-paid group election must
                  apply consistently to the determination years of all plans of
                  the Employer that begin with or within the same calendar year.
                  A calendar year data election also must apply consistently to
                  the determination years of all of the Employer's plans that
                  begin within the same calendar year. However, the consistency
                  requirement does not apply to determination years beginning
                  with or within the 1997 calendar year. In addition, for
                  determination years beginning on or after January 1, 1998, and
                  before January 1, 2000, satisfaction of the consistency
                  requirement is determined without regard to non-retirement
                  plans of the Employer.

III.     REQUIRED MINIMUM DISTRIBUTIONS

         A.       Due to the Small Business Job Protection Act amendment to the
                  "required beginning date" under Code Section 401(a)(9),
                  actively employed Participants (other than 5% owners) who
                  attained age 70 1/2 prior to 1996 or, if later, January 1,
                  _________(select as applicable):

                  [ ] (1)  were given the election either not to receive or to
                           cease receiving mandatory in-service minimum
                           distributions. If any such Participant failed to make
                           such an election, mandatory minimum distributions
                           were made until the Participant made an election to
                           cease those distributions [or the Primary Employer
                           elected to make in-service distributions available on
                           a voluntary basis]. This election was
                           effective___________.

                  [ ] (2)  were automatically not required to receive mandatory
                           in-service minimum distributions. This election was
                           effective______________.

                  [ ] (3)  continued to be required to receive mandatory
                           in-service minimum distributions through the adoption
                           of this document.

         B.       Due to the Small Business Job Protection Act amendment to the
                  "required beginning date" under Code Section 401(a)(9),
                  actively employed Participants (other than 5% owners) who
                  attain age 70 1/2 on or after the date elected in A. above
                  (select as applicable):

                  [ ] (1)  are given the election not to receive mandatory
                           in-service minimum distributions. If any such
                           Participant fails to make such an election, mandatory
                           minimum distributions are made until the Participant
                           makes an election to cease those distributions [or
                           the Primary Employer elects to make in-service
                           distributions available on a voluntary basis]. This
                           election was effective______________.

                  [ ] (2)  are automatically not required to receive mandatory
                           in-service minimum distributions. This election was
                           effective_______________.

                  [ ] (3)  continued to be required to receive mandatory
                           in-service minimum distributions through the adoption
                           of this document.

                                       35
<PAGE>

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         C.       The Plan made available to all Participants voluntary
                  in-service distributions at or after attainment of age 70 1/2
                  effective:

                  [ ] (1)  for all calendar years after 1996.

                  [ ] (2)  for all calendar years after_________.

                  [ ] (3)  Not applicable. (There is already an in-service
                           distribution provision in the Plan.)

         D.       For any eligible Participant who was already receiving
                  required minimum distributions but elected to stop
                  distributions and recommence upon separation of service
                  (select one):

                  [ ] (1)  there is a new annuity starting date upon
                           re-commencement. This allows these Participants to
                           defer receiving required minimum distributions until
                           the April 1 following the December 31st of the year
                           of separation of service.

                  [ ] (2)  there is no new annuity starting date upon
                           re-commencement. This requires these Participants to
                           receive their required minimum distribution by
                           December 31st of the year of separation of service.

                  [ ] (3)  a new annuity starting date is not applicable, as the
                           Plan did not allow payments to cease.

         E.       Effective Date of Adoption of Model Amendment (select one):

                  Select the calendar year for which the Plan will apply the
                  minimum distribution requirements of Section 401(a)(9) of the
                  Code in accordance with the regulations under Section
                  401(a)(9) that were proposed on January 17, 2001. Note that
                  2001 is the only year for which the proposed regulations may
                  be effective on a day other than January 1:

                  [ ] (1)  ___________,2001.

                  [ ] (2)  January 1,__________.

IV.      SAFE HARBOR CODA OPTION

         A.       The Safe Harbor CODA provisions of Section 3.16 shall (select
                  all that apply):

                  [ ] (1)  apply for the 1999 Plan Year.

                  [ ] (2)  apply for the 2000 Plan Year.

                  [ ] (3)  apply for the 2001 Plan Year.

                  [ ] (4)  apply for the 2002 Plan Year.

                  [ ] (5)  not apply.

                                       36
<PAGE>

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         B.       ADP/ACP TEST SAFE HARBOR CONTRIBUTIONS. In lieu of the Safe
                  Harbor Matching Contributions described in Section 3.16.4(A)
                  of the Plan, the Employer made the following contributions for
                  the Plan Year (select all that apply):

                  [ ] (1)  1999 Enhanced Matching Contributions. For the 1999
                           Plan Year, the Employer made Matching Contributions
                           to the Account of each Eligible Participant in an
                           amount equal to:

                           _________% of the first _________% of the Eligible
                           Participant's Compensation contributed as Pre-Tax
                           Contributions,____________% of the next__________% of
                           the Eligible Participant's Compensation contributed
                           as Pre-Tax Contributions, and__________% of the
                           next_________% of the Eligible Participant's
                           Compensation contributed as Pre-Tax Contributions.

                  [ ] (2)  1999 Safe Harbor Nonelective Contributions. For the
                           1999 Plan Year, the Employer made a Safe Harbor
                           Nonelective Contribution to the Account of each
                           Eligible Participant in an amount equal to__________%
                           (at least 3%) of the Eligible Participant's
                           Compensation for the Plan Year.

                  [ ] (3)  For the 1999 Plan Year, the ADP Test Safe Harbor
                           Contributions were made to the following Defined
                           Contribution Plan of the Employer:
                           ___________________________________________________.

                  NOTE:    THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                           NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
                           THE OTHER DEFINED CONTRIBUTION PLAN.

                  [ ] (4)  2000 Enhanced Matching Contributions. For the 2000
                           Plan Year, the Employer made Matching Contributions
                           to the Account of each Eligible Participant in an
                           amount equal to:

                           _________% of the first _________% of the Eligible
                           Participant's Compensation contributed as Pre-Tax
                           Contributions,____________% of the next__________% of
                           the Eligible Participant's Compensation contributed
                           as Pre-Tax Contributions, and__________% of the
                           next_________% of the Eligible Participant's
                           Compensation contributed as Pre-Tax Contributions.

                  [ ] (5)  2000 Safe Harbor Nonelective Contributions. For the
                           2000 Plan Year, the Employer made a Safe Harbor
                           Nonelective Contribution to the Account of each
                           Eligible Participant in an amount equal to_________%
                           (at least 3%) of the Eligible Participant's
                           Compensation for the Plan Year.

                  [ ] (6)  For the 2000 Plan Year, the ADP Test Safe Harbor
                           Contributions were made to the following Defined
                           Contribution Plan of the Employer:
                           ____________________________________________________.

                  NOTE:    THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                           NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
                           THE OTHER DEFINED CONTRIBUTION PLAN.

                  [ ] (7)  2001 Enhanced Matching Contributions. For the 2001
                           Plan Year, the Employer made Matching Contributions
                           to the Account of each Eligible Participant in an
                           amount equal to:

                           ______% of the first ________% of the Eligible
                           Participant's Compensation contributed as Pre-Tax
                           Contributions,__________% of the next__________% of
                           the Eligible Participant's Compensation contributed
                           as Pre-Tax Contributions,

                                       37
<PAGE>

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                           and__________% of the next_________ % of the Eligible
                           Participant's Compensation contributed as Pre-Tax
                           Contributions.

                  [ ] (8)  2001 Safe Harbor Nonelective Contributions. For the
                           2001 Plan Year, the Employer made a Safe Harbor
                           Nonelective Contribution to the Account of each
                           Eligible Participant in an amount equal
                           to___________% (at least 3%) of the Eligible
                           Participant's Compensation for the Plan Year.

                  [ ] (9)  For the 2001 Plan Year, the ADP Test Safe Harbor
                           Contributions were made to the following Defined
                           Contribution Plan of the Employer:
                           ____________________________________________________.

                  NOTE:    THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                           NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
                           THE OTHER DEFINED CONTRIBUTION PLAN.

                  [ ] (10) 2002 Enhanced Matching Contributions. For the 2002
                           Plan Year, the Employer made Matching Contributions
                           to the Account of each Eligible Participant in an
                           amount equal to:

                           _________% of the first _________% of the Eligible
                           Participant's Compensation contributed as Pre-Tax
                           Contributions,________________% of the
                           next__________% of the Eligible Participant's
                           Compensation contributed as Pre-Tax Contributions,
                           and__________% of the next_________% of the Eligible
                           Participant's Compensation contributed as Pre-Tax
                           Contributions.

                  [ ] (11) 2002 Safe Harbor Nonelective Contributions. For the
                           2002 Plan Year, the Employer made a Safe Harbor
                           Nonelective Contribution to the Account of each
                           Eligible Participant in an amount equal
                           to_______________% (at least 3%) of the Eligible
                           Participant's Compensation for the Plan Year.

                  [ ] (12) For the 2002 Plan Year, the ADP Test Safe Harbor
                           Contributions were made to the following Defined
                           Contribution Plan of the Employer:
                           ____________________________________________________.

                  NOTE:    THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
                           NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
                           THE OTHER DEFINED CONTRIBUTION PLAN.

         C.       COORDINATION WITH SAFE HARBOR CODA. As provided under Section
                  3.16.1(B), and as consistent with IRS Notice 98-52 (or
                  subsequent guidance), indicate below which of the following
                  shall be disregarded for purposes of satisfying the ACP Test
                  (select all that apply, inserting applicable years):

                  [ ] (1)  all Matching Contributions for all Eligible
                           Participants (if the requirements of the ACP Test
                           Safe Harbor are satisfied) for Plan Year(s)
                            __________________;or

                  [ ] (2)  Matching Contributions that do not exceed 4% of each
                           Eligible Participant's Compensation, if permitted
                           under IRS Notice 98-52 (or subsequent guidance) for
                           Plan Year(s)_____ ________.

                                           38
<PAGE>

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V.       CASH-OUT OF SMALL AMOUNTS

         The increase in the cash-out limit described in Sections 5.6.1, 5.6.4,
         6.1.1, and 7.2.5 from $3,500 to $5,000 became effective (select one):

         [ ] A.   the first day of the first Plan Year beginning after August 5,
                  1997.

         [ ] B.   ___________ (insert date after the first day of the first Plan
                  Year beginning after August 5, 1997).

VI.      CONTRIBUTIONS FOR DISABLED HIGHLY COMPENSATED EMPLOYEES

         Section 3.1.4 applies with respect to Highly Compensated Participants
         effective (select one):

         [ ] A.   for Plan Years commencing after December 31, 1996.

         [ ] B.   for Plan Years commencing after _______________ (insert date
                  after December 31, 1996).

VII.     ELIGIBLE ROLLOVER DISTRIBUTION

         For purposes of Section 6.4, an Eligible Rollover Distribution does not
         include any hardship distribution described in Section
         401(k)(2)(B)(i)(IV) received after (select one):

         [ ] A.   December 31, 1998.

         [ ] B.   ________, 1999 (insert a date after December 31, 1998, but
                  before January 1, 2000, as permitted under IRS Notice 99-5).

                                       39
<PAGE>

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                    APPENDIX B: PREVAILING WAGE CONTRIBUTIONS

 Appendix to the

________________________________________________________________________________
Plan pursuant to Article 3.15 of the Plan;

Prevailing Wage Contributions Appendix to the

________________________________________________________________________________
Plan.

Pursuant to Article 3.15 of the Base Plan Document #03, effective, _____________
(INSERT EFFECTIVE DATE) the Employer will make Prevailing Wage Contributions on
behalf of: _____________________________________________________________________
(INSERT ELIGIBLE GROUP). The amount of the Prevailing Wage Contribution shall be
in the amount of $____________________ (INSERT DOLLAR AMOUNT) per hour that such
Employee is credited with an Hour of Service on such project.

                                       40
<PAGE>

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                  APPENDIX C: COLLECTIVELY BARGAINED EMPLOYEES

Appendix to the

________________________________________________________________________________
Plan pursuant to Article 3.1.9 of the Plan;

Collectively Bargained Employees Appendix to the

________________________________________________________________________________
Plan

Pursuant to Article 3.1.9 of the Base Plan Document #03, notwithstanding any
provision of the Plan to the contrary, for contributions made under the Plan on
behalf of Employees covered by a collective bargaining agreement where Plan
benefits were the subject of good faith bargaining, the provisions of the Plan
as otherwise reflected in the Plan and the Adoption Agreement shall apply to all
such Employees, unless otherwise specified below effective.

                                       41
<PAGE>

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                      APPENDIX D: PARTICIPATING EMPLOYERS

                         Participating Employers of the
_________________________________________________________________________ Plan

List participating Employers here.

                                       42
<PAGE>

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                 APPENDIX D: PARTICIPATING EMPLOYERS (CONTINUED)

                         Participating Employers of the
________________________________________________________________________ Plan

List participating Employers here.

                                       43
<PAGE>

                          APPENDIX E: EGTRRA 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.
This amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment.

I.       GENERAL EFFECTIVE DATE

         The general effective date of this Appendix E shall be (select one):

            [ ]   (A) as of the first day of the first Plan Year (or Limitation
                  Year) beginning after December 31, 2001, except as otherwise
                  provided in the following sections of this Appendix E.

            [X]   (B) as of the later of the first day of the first Plan Year
                  (or Limitation Year) beginning after December 31, 2001, except
                  as otherwise provided in the following sections of this
                  Appendix E or the date the Primary Employer has adopted this
                  Prototype Plan.

II.      INCREASE IN COMPENSATION LIMIT

         FOR ANY PLAN YEAR BEGINNING AFTER DECEMBER 31, 2001, FOR PURPOSES OF
         SECTION 1.21, THE ANNUAL COMPENSATION OF EACH PARTICIPANT TAKEN INTO
         ACCOUNT IN DETERMINING ALLOCATIONS SHALL NOT EXCEED $200,000, AS
         ADJUSTED FOR COST-OF-LIVING INCREASES IN ACCORDANCE WITH CODE SECTION
         401(a)(17)(B). 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). 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.

III.     ROLLOVERS FROM OTHER PLANS AND IRAs

         For purposes of Section 3.3, effective for eligible rollover
         distributions made on or after 01/01/2002 (enter a date no earlier than
         January 1, 2002), if provided by the Primary Employer as elected below,
         in addition to distributions from a qualified plan described in Code
         Section 401(a) or 403(a) that are otherwise includible in gross income
         or a Conduit IRA containing these assets, the Plan will accept
         Participant Rollover Contributions (including direct Rollover
         Contributions in accordance with Code Section 401(a)(31)), subject to
         the Plan Administrator's determination that such amounts meet the
         requirements for Rollover Contributions, of the following amounts from
         the following types of plans and IRAs (Check applicable boxes):

                                       44
<PAGE>

         [ ]      (A) Employee after-tax contributions from a qualified plan
                  described in Code Section 401(a) or 403(a), provided that
                  such amounts are transferred in a direct trustee-to-trustee
                  transfer described in Code Section 402(c)(2)(A).

         [X]      (B) Distributions from an annuity contract described in Code
                  Section 403(b) that are otherwise includible in gross income.

         [X]      (C) Distributions from an eligible plan under Code Section
                  457(b) 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, that are otherwise
                  includible in gross income.

         [ ]      (D) Distributions from an individual retirement account or
                  annuity described in Code Section 408(a) or (b) that are
                  otherwise includible in gross income (including distributions
                  from individual retirement accounts described in Code Section
                  408(k) ("SEP")).

         [ ]      (E) Distributions from a simple retirement account described
                  in Code Section 408(p) that are eligible to be rolled over and
                  are made after the 2-year period beginning on the date such
                  individual first participated in such simple retirement
                  account that are otherwise includible in gross income.

IV.      CATCH-UP CONTRIBUTIONS

         If elected by the Primary Employer below, all Employees who are
         eligible to make Pre-Tax Contributions under this Plan and who have
         attained age 50 before the end of the calendar year shall be eligible
         to make catch-up contributions in accordance with, and subject to the
         limitations of, Code Section 414(v) and any guidance issued thereunder
         by the Internal Revenue Service. Such catch-up contributions shall not
         be taken into account for purposes of the provisions of the Plan
         implementing the required limitations of Code Sections 402(g) and 415.
         The Plan shall not be treated as failing to satisfy the provisions of
         the Plan implementing the requirements of Code Section 401(k)(3),
         401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the
         making of such catch-up contributions.

         Catch-up contributions: (select one)

         [X]      (A) shall apply to contributions on or after 01/01/2002.
                      (Enter January 1, 2002 or, if later, enter date.)

         [ ]      (B) shall not apply.

V.       REPEAL OF MULTIPLE USE TEST

         FOR PLAN YEARS BEGINNING AFTER DECEMBER 31, 2001, THE MULTIPLE USE TEST
         DESCRIBED IN TREASURY REGULATION SECTION 1.401(m)-2 AND SECTION 3.6(C)
         SHALL NOT APPLY.

                                       45
<PAGE>

VI.      LIMITATIONS ON CONTRIBUTIONS

         Effective for Limitation Years beginning after December 31, 2001, for
         purposes of Section 3.9, the maximum Annual Addition that may be
         contributed or allocated to a Participant's Account under the Plan for
         any Limitation Year shall not exceed the lesser of:

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

                  (B)      100 percent of the Participant's Limitation
                  Compensation for the Limitation Year. The compensation limit
                  referred to in the previous sentence shall not apply to any
                  contribution for medical benefits after separation from
                  service (within the meaning of Code Section 401(h) or
                  419A(f)(2)) which is otherwise treated as an Annual Addition.

VII.     VESTING OF MATCHING CONTRIBUTIONS

         A.       Applicability. An amendment to change the vesting schedule for
                  Matching Contributions under EGTRRA: (select one)

                      [X] (1)  is not required.

                      [ ] (2)  is required, effective for Plan Years beginning
                               after December 31, 2001, with respect to Matching
                               Contributions as indicated in Section VII.D.
                               below.

         B.       Effective Date for Vesting of Matching Contributions. If a
                  vesting schedule is selected in VII.A.(2) above, the new
                  vesting schedule:

                  (1) for Active Participants (select one):

                         [ ]      (a) shall apply to Matching Contributions
                                  allocated for Plan Years beginning after
                                  December 31, 2001.

                         [ ]      (b) shall apply to all Matching
                                  Contributions, including Matching
                                  Contributions accrued prior to the Plan Year
                                  beginning after December 31, 2001.

                         [X]      (c) shall not be applicable because
                                  VII.A.(1) is selected above.

                                       46
<PAGE>

                  (2) for Inactive Participants (select one):

                               [ ]  (a) shall not apply to Matching
                                    Contributions allocated or accrued in Plan
                                    Years beginning before or after December 31,
                                    2001.

                               [ ]  (b) shall apply to all Matching
                                    Contributions, including Matching
                                    Contributions allocated or accrued in Plan
                                    Years beginning before the Plan Year
                                    beginning after December 31, 2001.

                               [X]  (c) shall not be applicable because
                                    VII.A.(1) is selected above.

         C.       Affect of Change in Vesting Schedule. If the vesting schedule
                  for Matching Contributions is amended by completing Section
                  VII.D. below, the provisions of Section 11.1.4 of the Plan
                  shall apply.

         D.       Vesting Schedule for Matching Contributions.

                  A Participant shall have a vested percentage in his or her
                  Matching Contributions, if applicable, in accordance with the
                  following schedule (select one):

                     [ ] (1)  100% vesting immediately upon participation.

                     [ ] (2)  100% after______(not more than 3) years of Vesting
                              Service.

                     [ ] (3)  Graded vesting schedule:

                           _______% Immediately upon participation;

                           _______% After 1 year of Vesting Service;

                           _______% (not less than 20%) after 2 years of Vesting
                                    Service;

                           _______% (not less than 40%) after 3 years of Vesting
                                    Service;

                           _______% (not less than 60%) after 4 years of Vesting
                                    Service;

                           _______% (not less than 80%) after 5 years of Vesting
                                    Service;

                              100% after 6 years of Vesting Service.

                     [X] (4)  shall not be applicable because VII.A.(1) is
                              selected above.

                                       47
<PAGE>

VIII.    MODIFICATION OF TOP-HEAVY LIMIT

         A.       Effective date. For Plan Years beginning after December 31,
                  2001, this section shall apply for purposes of determining
                  whether the Plan is a Top-Heavy Plan under Code Section 416(g)
                  and Section 4.4 and whether the Plan satisfies the minimum
                  benefits requirements of Code Section 416(c) for such years.

         B.       Determination of top-heavy status

                  (1)      Key Employee. For purposes of Section 1.56, 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 Primary
                  Employer or Affiliate having annual Compensation greater than
                  $130,000 (as adjusted under Code Section 416(i)(1) for Plan
                  Years beginning after December 31, 2002), a 5-percent owner of
                  the Primary Employer or Affiliate, or a 1-percent owner of
                  the Primary Employer or Affiliate having annual Compensation
                  of more than $150,000. For this purpose, annual Compensation
                  means Limitation Compensation within the meaning of Plan
                  Section 3.3.9.1(H) (which is compensation within the meaning
                  of Code Section 415(c)(3)). The determination of who is a Key
                  Employee will be made in accordance with Code Section
                  416(i)(1) and the applicable regulations and other guidance of
                  general applicability issued thereunder.

                  (2)      Determination of present values and amounts. This
                  Section VIII.B.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 and shall
                  modify the applicable provisions of Section 4.4.1 of the Plan.

                           (a) Distributions during last year before
                           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 Code Section 416(g)(2) 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 Code Section 416(g)(2)(A)(i). In the case of
                           any distribution made for a reason other than
                           separation from service, death, or disability, a
                           "1-year period" shall be substituted for the "5-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 Primary Employer or
                           Affiliate during the 1-year period ending on the
                           Determination Date shall not be taken into account.

                                       48
<PAGE>

         C.       Minimum allocations

                  Matching Contributions. Matching Contributions shall be taken
                  into account for purposes of satisfying the minimum
                  contribution requirements of Code Section 416(c)(2) and
                  Section 4.4.3 of 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. 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 Code Section 401
                  (m).

         D.       Top-Heavy Safe Harbor Plans

                  For any year beginning after December 31, 2001, the top-heavy
                  requirements of Code Section 416 and Section 4.4 shall not
                  apply in any year in which the Plan consists solely of a cash
                  or deferred arrangement which meets the requirements of Code
                  Section 401 (k)(12) and Matching Contributions with respect to
                  which the requirements of Code Section 401 (m)(11) are met.
                  (Such a plan is referred to as a "safe harbor" 401 (k) plan
                  which is deemed to satisfy the special nondiscrimination tests
                  for 401 (k) plans if the plan satisfies certain minimum
                  contribution requirements and a notice requirement.)

IX.      ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

         A.       Rollovers disregarded in determining value of Account Balance
                  for involuntary distributions. The Primary Employer shall
                  exclude Rollover Contributions in determining the value of the
                  Participant's nonforfeitable Account Balance for purposes of
                  the Plan's involuntary cash-out rules. For purposes of Section
                  5.6.1, 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 Code Sections 402(c), 403(a)(4), 403(b)(8),
                  408(d)(3)(A)(ii), and 457(e)(16). If the value of the
                  Participant's nonforfeitable Account Balance as so determined
                  is $5,000 or less, the Plan shall immediately distribute the
                  Participant's entire nonforfeitable Account Balance.

         B.       THIS SECTION IX SHALL APPLY EFFECTIVE JANUARY 1, 2002, UNLESS
                  A LATER EFFECTIVE DATE IS INDICATED IN C. BELOW.

         C.       IF THIS PLAN IS RESTATED ON TO THE MERRILL LYNCH PROTOTYPE ON
                  OR AFTER JANUARY 1, 2002 OR IS ORIGINALLY ADOPTED ON OR AFTER
                  JANUARY 1, 2002, ENTER THE DATE AS OF WHICH ROLLOVER
                  CONTRIBUTIONS ARE DISREGARDED IN DETERMINING THE VALUE OF A
                  PARTICIPANT'S ACCOUNT BALANCE WITH RESPECT TO INVOLUNTARY
                  DISTRIBUTIONS: __________ (NO EARLIER THAN JANUARY 1, 2002 AND
                  NO LATER THAN THE DATE THE PLAN RESTATED ONTO THE MERRILL
                  LYNCH PROTOTYPE).

                                       49
<PAGE>

X.       PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES

         For loans made after December 31, 2001, for purposes of Section 5.8.4,
         Plan provisions prohibiting loans to any Owner-Employee or
         shareholder-employee shall cease to apply.

XI.      SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTIONS

         A.       For purposes of Section 5.9.3(C), a Participant who receives a
                  distribution of Pre- Tax Contributions after December 31,
                  2001, on account of hardship shall be prohibited from making
                  Pre-Tax Contributions and Employee After-Tax Contributions
                  under this and all other plans of the Primary Employer and
                  Affiliates for 6 months after receipt of the distribution.

         B.       EFFECTIVE JANUARY 1, 2002, OR _____________, IF LATER, A
                  PARTICIPANT WHO RECEIVED A DISTRIBUTION OF PRE-TAX
                  CONTRIBUTIONS FROM THIS PLAN IN CALENDAR YEAR 2001 ON ACCOUNT
                  OF HARDSHIP SHALL BE PROHIBITED FROM MAKING PRE-TAX
                  CONTRIBUTIONS AND EMPLOYEE AFTER-TAX CONTRIBUTIONS UNDER THIS
                  PLAN AND ALL OTHER PLANS OF THE PRIMARY EMPLOYER AND
                  AFFILIATES (select one):

                     [X]   (1) for 6 months (no fewer than 6 nor more than 12,
                           with 6 as the default) after receipt of the
                           distribution or until January 1, 2002, if later.

                     [ ]   (2) for the period specified in the provisions of the
                           Plan relating to suspension of Pre-Tax Contributions
                           that were in effect prior to this amendment.

                     [ ]   (3) N/A.

         C.       IF THIS PLAN IS RESTATED ON TO THE MERRILL LYNCH PROTOTYPE
                  AFTER JANUARY 1, 2002, A PARTICIPANT WHO RECEIVED A
                  DISTRIBUTION OF PRE-TAX CONTRIBUTIONS ON ACCOUNT OF HARDSHIP
                  ON OR AFTER 01/01/2002 (enter a date no earlier than January
                  1, 2002, but prior to the effective date of adoption or
                  restatement of the Merrill Lynch Prototype) SHALL CONTINUE TO
                  BE PROHIBITED FROM MAKING PRE-TAX CONTRIBUTIONS AND EMPLOYEE
                  AFTER-TAX CONTRIBUTIONS UNDER THIS AND ALL OTHER PLANS OF THE
                  PRIMARY EMPLOYER AND AFFILIATES (select one):

                     [X]   (1) for 6 months (no fewer than 6 nor more than 12)
                           after the receipt of the distribution or,___________
                           if later. (Enter the date the suspension period was
                           changed. It should be a date no earlier than January
                           1, 2002, but no later than the effective date of
                           adoption or restatement of the Merrill Lynch
                           Prototype.)

                     [ ]   (2) for the period otherwise specified in the
                           provisions of the plan relating to suspension of
                           pre-tax contributions that were in effect prior to
                           this adoption or restatement of this Plan.

                     [ ]   (3) N/A.

         D.       For calendar years beginning after December 31, 2001, the
                  post-hardship contribution limit contained in Section 5.9.3(D)
                  is eliminated for participants who receive a hardship
                  distribution after December 31, 2000.

                                       50
<PAGE>

XII.     DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

         Effective for distributions made after the later of the adoption of the
         Merrill Lynch prototype or December 31, 2001:

         A.       Modification of the definition of Eligible Retirement Plan.
                  For purposes of the direct rollover provisions in Section 6.4,
                  the definition of an Eligible Retirement Plan as provided in
                  Section 1.33 shall also mean the following, an annuity
                  contract described in Code Section 403(b) and an eligible plan
                  under Code Section 457(b) 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 Code Section 414(p).

         B.       Modification of the definition of Eligible Rollover
                  Distribution to exclude hardship distributions. For purposes
                  of the direct rollover provisions in Section 6.4, any amount
                  that is distributed on account of hardship shall not be
                  included in the definition of an Eligible Rollover
                  Distribution under Section 1.34 and the distributee may not
                  elect to have any portion of such a distribution paid directly
                  to an Eligible Retirement Plan.

         C.       Modification of the definition of Eligible Rollover
                  Distribution to include Employee After-Tax Contributions. For
                  purposes of the direct rollover provisions in Section 6.4 and
                  the definition of an Eligible Rollover Distribution under
                  Section 1.34, a portion of a distribution shall not fail to be
                  an Eligible Rollover Distribution merely because the portion
                  consists of Employee After-Tax Contributions which are not
                  includible in gross income. However, such portion may be
                  transferred only to an individual retirement account or
                  annuity described in Code Section 408(a) or (b), or to a
                  qualified defined contribution plan described in Code Section
                  401 (a) or 403(a) 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.

Signed this __________________ day of _____________________________ , 20________

By: ____________________________________________________________________________

         Signature and Title                                Print Name and Title

                                       51
<PAGE>

                     THIS PAGE IS INTENTIONALLY LEFT BLANK.

                                   APPENDIX F

                  MONEY PURCHASE PENSION PLAN MERGER APPENDIX

The provisions of this Appendix F shall apply to the portion of a Participant's
Account that is attributable to the amount transferred from a money purchase
pension plan (the "Transferor Plan") as a result of an amendment of the
Transferor Plan and merger of the Transferor Plan with this Plan. Furthermore,
as a result of such merger, no further money purchase pension plan contributions
shall be made. (Nonelective employer contributions shall be made only if and to
the extent otherwise provided in the Adoption Agreement.) All amounts
attributable to the Transferor Plan (including earnings and losses thereon)
shall be separately accounted for under this Plan and subject to the further
provisions of this Appendix F.

I.       VESTING

         A.       A Participant shall have a vested percentage in his or her
                  Account attributable to amounts transferred from the
                  Transferor Plan, if applicable, in accordance with the
                  following (select one):

                  [ ] (1)  100% vesting immediately upon the effective date of
                           the merger of the Transferor Plan with this Plan.

                  [ ] (2)  the Transferor Plan's vesting schedule, which,
                           immediately prior to the effective date of the
                           merger, was as follows:

                           [ ]      (a) 100% after ________ (not more than 5)
                                        years of Vesting Service.

                           [ ]      (b) graded vesting schedule:

                          _____%        immediately upon participation;
                          _____%        after 1 year of Vesting Service;
                          _____%        after 2 years of Vesting Service;
                          _____%        after 3 years of Vesting Service;
                          _____%        after 4 years of Vesting Service;
                          _____%        after 5 years of Vesting Service;
                          _____%        after 6 years of Vesting Service;

                           100% after 7 years of Vesting Service.

                  [ ] (3)  the Plan's Profit Sharing Contribution vesting
                           schedule, as specified in Article IX of the Adoption
                           Agreement.

                  [ ] (4)  the Plan's Matching Contribution vesting schedule,
                           as specified in Article IX of the Adoption Agreement.

                  NOTE: IF THE VESTING SCHEDULE APPLICABLE TO THE AMOUNTS
                  ATTRIBUTABLE TO THE TRANSFEROR PLAN IS AMENDED DUE TO
                  COMPLETION OF THIS SECTION I., THE PROVISIONS OF SECTION
                  11.1.4 OF THE PLAN SHALL APPLY.

                                       52
<PAGE>

                     THIS PAGE IS INTENTIONALLY LEFT BLANK.

B.       Early Retirement.

         (1)      Under the Transferor Plan, upon reaching early retirement age,
                  a Participant was (select one):

                  [ ] (a) 100% vested.

                  [ ] (b) was not 100% vested.

         (2)      If B.(1)(a) above is elected, under the Transferor Plan,
                  early retirement age meant (select one):

                  [ ] (a)  attained age_____.

                  [ ] (b)  attained age_____ and completed _______ Years of
                           Service.

                  [ ] (c)  attained age_____ and completed _______ Years of
                           Service as a Participant.

         (3)      If I.B.(1)(a) above is elected and the Plan does not otherwise
                  provide for 100% vesting upon attainment of early retirement
                  age or the age and service requirements under the Plan for
                  early retirement are less favorable to Participants than under
                  the Transferor Plan, a Participant with at least three years
                  of vesting service under the Transferor Plan on the effective
                  date of the merger shall become 100% vested in the amount of
                  the Participant's Account attributable to the Transferor Plan
                  upon attainment of the early retirement age and service
                  requirements specified in I.B.(2) above.

C.       Normal Retirement Age

(1)      Normal Retirement Age under the Transferor Plan was (select one):

                 [ ] (a)   attainment of age ____________ (not more than 65).

                 [ ] (b)   attainment of age ____________ (not more than 65) or
                           the ____________  anniversary (not more than the 5th)
                           of the first day of the plan year in which the
                           individual became a participant in the Transferor
                           Plan, whichever is later.

(2)      If the Plan's Normal Retirement Age is less favorable to Participants
         than the normal retirement age under the Transferor Plan, the
         Transferor Plan's definition of normal retirement age shall apply to
         the portion of the Participant's Account attributable to the Transferor
         Plan if the Participant has completed at least three years of vesting
         service under the Transferor Plan on the effective date of the merger
         of the Transferor Plan with this Plan.

                                       53
<PAGE>

                     THIS PAGE IS INTENTIONALLY LEFT BLANK.

II.      FORFEITURES

Any forfeitures attributable to the Transferor Plan after the effective date of
the merger ("Transferor Plan forfeitures") shall be first used to reduce
Employer Profit Sharing Contributions, if the Plan provides for Profit Sharing
Contributions. If the Plan does not provide for Employer Profit Sharing
Contributions, any Transferor Plan forfeitures shall be first used to reduce the
Employer Matching Contributions. Any remaining Transferor Plan forfeitures shall
then be used to reduce the Employer's Plan administrative costs. Lastly, any
remaining Transferor Plan forfeitures shall be allocated to Participants.

III.     ELECTION OF OPTIONAL FORMS/APPLICATION OF JOINT AND SURVIVOR ANNUITY
         OPTIONS

The amount of a Participant's Account attributable to the Transferor Plan shall
be subject to the provisions of Plan Section 6.1.1 and this Plan shall be
treated as a transferee plan (and not as a Non-QJSA Profit Sharing Plan) solely
with respect to that portion of the Participant's Account for purposes of Code
Sections 401(a)(11) and 417 and the regulations thereunder.

IV.      DISTRIBUTION OPTIONS

         A.       A Participant may not withdraw any portion of his Account
                  attributable to amounts transferred from the Transferor Plan
                  prior to normal retirement age, as defined in Section I.D.
                  above.

         B.       To the extent any optional form of benefit was available under
                  the Transferor Plan and is protected by Code Section
                  411(d)(6), and the regulations issued thereunder, such
                  optional form of benefit shall be available with respect to
                  the portion of the Participant's Account attributable to the
                  amount from the Transferor Plan as provided in the Addendum to
                  this Adoption Agreement.

V.       LOANS

         A.       The portion of a Participant's Account attributable to the
                  amount from the Transferor Plan

                  [ ] (1) shall be available for Plan loans in accordance with
                          Section 5.8

                  [ ] (2)  shall not be available for Plan loans.

NOTE: TO THE EXTENT THE PORTION OF A PARTICIPANT'S ACCOUNT FROM THE TRANSFEROR
PLAN IS AVAILABLE FOR A LOAN UNDER PLAN SECTION 5.8, SUCH AMOUNT SHALL BE
SUBJECT TO THE SPOUSAL CONSENT REQUIREMENTS OF PLAN SECTION 5.8.2(C).

                                       54
<PAGE>

              SAMPLE EMPLOYER'S RESOLUTION OF PLAN RESTATEMENT FOR
                                     "GUST"

WHEREAS, the Employer did establish a plan for its employees known as the
_________________ (the "Plan") effective _________________ and,

NOW THEREFORE, BE IT RESOLVED, that the Plan be and it is hereby amended and
restated in its entirety, effective ____________, in order to comply with
current plan qualification requirements under amendments to the Internal Revenue
Code of 1986, which are commonly referred to as "GUST" amendments," and under
any rulings or regulations adopted by the Department of Labor and/or the
Department of the Treasury.

FURTHER RESOLVED, that _______________ and ______________ be and they hereby are
authorized, directed and designated as trustee under said agreement to
administer the trust and the funds entrusted to it under said agreement for such
plan; and

FURTHER RESOLVED, that the proper officers of the Employer are hereby authorized
and directed in the name of and on behalf of the Corporation, to execute and
deliver such amendment, and to execute any documents which may be otherwise
deemed necessary and proper in order to implement the foregoing resolutions.

Date: _____________________                     ________________________________
                                                          Signature

                                                ________________________________
                                                            Title

                                       55
<PAGE>
                            PARTICIPATING EMPLOYERS

The undersigned hereby adopts the Plan and Trust.

       Name of Employer

                                         Authorized
                                         Signature: /s/ Frank Jerneycic
Tutortime Learning Center, LLC                      --------------------------
-------------------------------          Print
                                         Name:      Frank Jerneycic
                                                    --------------------------
                                         Title:     CEO
                                                    --------------------------
                                         Date:      12/17/03
                                                    --------------------------
                                         Authorized
Childtime Learning Center, Inc.          Signature: /s/ Frank Jerneycic
-------------------------------                     --------------------------
                                         Print
                                         Name:      Frank Jerneycic
                                                    --------------------------
                                         Title:     CEO
                                                    --------------------------
                                         Date:      12/17/03
                                                    --------------------------
                                         Authorized
                                         Signature:
---------------------------                         --------------------------
                                         Print
                                         Name:
                                                    --------------------------
                                         Title:
                                                    --------------------------
                                         Date:
                                                    --------------------------
                                         Authorized
                                         Signature:
---------------------------                         --------------------------
                                         Print
                                         Name:
                                                    --------------------------
                                         Title:
                                                    --------------------------
                                         Date:
                                                    --------------------------
                                         Authorized
                                         Signature:
---------------------------                         --------------------------
                                         Print
                                         Name:
                                                    --------------------------
                                         Title:
                                                    --------------------------
                                         Date:
                                                    --------------------------
                                         Authorized
                                         Signature:
---------------------------                         --------------------------
                                         Print
                                         Name:
                                                    --------------------------
                                         Title:
                                                    --------------------------
                                         Date:
                                                    --------------------------
                                         Authorized
                                         Signature:
---------------------------                         --------------------------
                                         Print
                                         Name:
                                                    --------------------------
                                         Title:
                                                    --------------------------
                                         Date:
                                                    --------------------------
                                         Authorized
                                         Signature:
---------------------------                         --------------------------
                                         Print
                                         Name:
                                                    --------------------------
                                         Title:
                                                    --------------------------
                                         Date:
                                                    --------------------------


Only an Affiliate may adopt this Plan. The Plan may only be adopted or restated
pursuant to a duly authorized action evidenced by the above signature of the
person authorized to adopt the Plan on behalf of the Employer and as permitted
by the Primary Employer. By adopting this Plan, each participating Employer
delegates to the Primary Employer the authority to amend the Plan.


TO BE COMPLETED BY MERRILL LYNCH:

SPONSOR ACKNOWLEDGEMENT:

Subject to the terms and conditions of the Prototype Plan and this Adoption
Agreement, Merrill Lynch, Pierce Fenner & Smith Incorporated as the Prototype
Sponsor acknowledges receipt of this Adoption Agreement.

Authorized
Signature: /s/ Kenneth Mitskas
           ----------------------------------


                     MERRILL LYNCH TRUST CO., FSB AS TRUSTEE



TO BE COMPLETED BY MERRILL LYNCH TRUST CO., FSB:

                             ACCEPTANCE BY TRUSTEE:

The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan, Trust and this Adoption Agreement. If
the Employer has elected a Group Trust in this Adoption Agreement, the
undersigned Trustee(s) shall be the Trustee(s) of the Group Trust.


SEAL                                           MERRILL LYNCH TRUST CO., FSB

                                               By: /s/ Melanie Maderia
                                                 -------------------------------

                                               AVP
                                               ---------------------------------


Dated:  1/1   , 2004
       -------    --
<PAGE>

                                Addendum to the

          Childtime Children's Center 401 (k Saving & Retirement Plan
                     pursuant to Article 11.1.3 of the Plan

                 411(d)(6) Protected Benefits Attachment to the
          Childtime Children's Center 401 (k) Saving & Retirement Plan

Addendum to the Childtime Childcare Center 401 (k) Savings and Retirement Plan
pursuant to Article 11.1.3 of the Plan.

411 (d)(6) Protected Benefits Attachment to the Childcare Center 401 (k) Savings
and Retirement Plan

Pursuant to Article 11.1.3(C) any Participant who was a Participant in the plan
prior to January 1, 2004 shall not have his or her vested benefit reduced by the
amendment to the plan. Each participant having not less then 3 years of service
as of the date of the amendment is permitted to elect to have his or her vesting
percentage computed without regard to the amendment.