<PAGE>

                                                                  EXHIBIT 10.19



                               Table of Contents



I.    Employer Resolutions
      A.   Certificate of Corporate Resolution
      B.   Waiver of Notice of Special Meeting of the Board of Directors
      C.   Investment Policy
      D.   Schedule of Investments
      E.   Loan Program

II.   Summary of Plan Provisions

III.  Summary Plan Description

IV.   Adoption Agreement and Opinion Letter issued on Prototype Plan

V.    Prototype Plan Document - American Capital Marketing, Inc. Prototype
      401(k) Profit Sharing Plan & Trust

VI.   Amendment One to the Channell Commercial Corporation 401(k) Plan;
      Amendment Number One to Prototype Plan Document and Opinion Letter issued
      on Amendment Number One; Amendment Number Two to Prototype Plan Document

VII.  Trustee Services Kit
<PAGE>

                      CERTIFICATE OF CORPORATE RESOLUTION
                        Channell Commercial Corporation

The undersigned Secretary of Channell Commercial Corporation (the "Corporation")
hereby certifies that the following resolutions were duly adopted by the board
of directors of the Corporation on 7-25-97, and that such resolutions have not
                                   -------
been modified or rescinded as of the date hereof:

RESOLVED, that the form of amended and restated 401(k) Profit Sharing Plan and
Trust effective October 1, 1997 which has been presented to this meeting is
                ---------------
hereby approved and adopted to be known as the Channell Commercial Corporation
401(k) Plan (the "Plan"), and that the proper officers of the Corporation are
hereby authorized and directed to execute and deliver to the Trustee of the Plan
one or more counterparts of the Plan.

RESOLVED, that for purposes of the limitations on contributions and benefits
under the Plan, prescribed by Section 415 of the Internal Revenue Code, the
"limitation year" shall be the Plan Year.

RESOLVED, that not later than the due date (including extensions hereof) of the
Corporation's federal income tax return for each of its fiscal years hereafter,
the Corporation shall contribute to the Plan for each such fiscal year such
amount as shall be determined by the board of directors of the Corporation and
that the Treasurer of the corporation is authorized and directed to pay such
contribution to the Trustee of the Plan in cash or property and to designate to
the Trustee the year for which such contribution is made.

RESOLVED, that the proper officers of the Corporation shall act as soon as
possible to notify the employees of the Corporation of the adoption of the
restated Plan document by delivering to each employee a copy of the summary
description of the Plan in the form of the Summary Plan Description presented to
this meeting, which form is hereby approved.

FURTHER RESOLVED, that Van Kampen American Capital Trust Company be authorized
                       -----------------------------------------
to execute the Plan document and other documents as required on behalf of the
Company, and that Van Kampen American Capital Trust Company is/are hereby
                  -----------------------------------------
appointed Trustee(s) of the Plan and by signing this Resolution and the Plan
document consent to accept the appointment as Trustee(s).

FURTHER RESOLVED, that Amendment Number One to the American Capital Marketing,
Inc. 401(k) Plan & Trust be and hereby is adopted effective on October 1, 1997.
                                                               ---------------

FURTHER RESOLVED, that the President and other officers of the Corporation be
authorized to take such other and further action as they deem appropriate to
effectuate the purposes of these resolutions.

The undersigned further certifies that attached hereto are true copies of the
Channell Commercial Corporation 401(k) Plan as amended and restated, Summary
Plan Description and Investment Policy approved and adopted in the forgoing
resolutions.

Date:   9-22-97                        /s/ Jacqueline M. Channell
     ----------------                  -----------------------------------
                                           Secretary

EMPLOYER

/s/ Channell Commercial Corporation
-----------------------------------

TITLE:    Gary W. Baker

Chief Financial Officer
----------------------------
<PAGE>

                      WAIVER OF NOTICE OF SPECIAL MEETING
                                    OF THE
                              BOARD OF DIRECTORS
                                      OF
                        CHANNELL COMMERCIAL CORPORATION



     We, the undersigned, being all of the Directors of the Corporation, hereby
agree and consent that the special meeting of the Board of Directors of the
Corporation be held on the date and time, and at the place designated hereunder,
and do hereby waive all notice whatsoever of such meeting and of any adjournment
or adjournments thereof.

     We do further agree and consent that any and all lawful business may be
transacted at such meeting, or at any adjournment or adjournments thereof, as
may be deemed advisable by the Directors present thereat.  Any business
transacted at such meeting or at any adjournment or adjournment thereof, shall
be valid and legal and of the same force and effect as if such meeting or
adjourned meeting were held after notice.


                     Place of Meeting:          26040 Ynez Road
                                                -----------------------

                                                Temecula, CA. 92589
                                                -----------------------

                      Date of Meeting:          September 19, 1997
                                                -----------------------

                      Time of Meeting:          10:00 o'clock am



                                                William H. Channell Jr.
                                                ------------------------
                                                Director



                                                William H. Channell Sr.
                                                ------------------------
                                                Director



                                                Jacqueline M. Channell
                                                ------------------------
                                                Director

<PAGE>

INVESTMENT POLICY SCHEDULE
===============================================================================

PLAN PURPOSE
------------
The purpose of this Plan will be to accumulate assets to provide for the
retirement and certain other needs of Plan Participants and their beneficiaries.

PARTICIPANT DIRECTION
---------------------
This Plan is intended to be a Participant Directed Plan.  As such, Plan
Participants can give investment instructions as often as determined by the Plan
and the Summary of 401(k) Plan Provisions.  Participants will always have the
right to exchange balances between existing investment options and to change the
investment of future contributions no less frequently than quarterly.

Plan Participants can give instructions by contacting the Plan Administrator at
the Employer's principal place of business during regular business hours and
obtaining the appropriate instruction form.

The Plan fiduciary responsible for executing all instruction forms is the Plan
Administrator or a designated agent chosen by the Plan Administrator.

INVESTMENT OPTIONS
------------------
Investment Selection Process - The Employer and Plan Trustee(s) have evaluated
the investment objectives and policies, performance and expenses, and company
history of each investment option offered to Participants.  In addition, the
Employer and Plan Trustee(s) will reevaluate no less frequently than annually
each investment option offered to Participants to determine its continued
suitability in the Plan.  Such reevaluation will include examining 1) historical
performance of each investment option offered by using standard publicized
performance data, and 2) current and projected market conditions.

DIVERSIFICATION
---------------
The Employer has chosen to provide the Plan Participant with a wide range of
investment options.  Plan Participants will have the opportunity to diversify
their investment strategy among three or more different investment alternatives
with different risk/return characteristics.

PLAN RISK AND RETURN OBJECTIVES
-------------------------------
The objective of establishing a Participant Directed Plan is to provide Plan
Participants with a wide range of investment options with differeng risk and
return objectives.  This will allow each Plan Participant to select investments
with combined risk and return characteristics appropriate to the needs of that
Plan Participant.

INVESTMENT INFORMATION
----------------------
The Plan will provide prospectuses and annual reports for the investment
selections to Plan Participants annually or more frequently as received from the
issuer.  All other information the Plan receives about the investment
alternatives is available for inspection by the Plan Participants at the
Employer's principal place of business during regular business hours.

ADMINISTRATIVE CHARACTERISTICS
------------------------------
Liquidity - The values of the available mutual fund investments are reported
daily in newspapers throughout the country.  The frequency with which Plan
Participants may change investment elections or exchange between investments
shall be determined by the Plan.

LEGAL
-----
The Employer will cause the Plan to be reviewed by legal counsel periodically to
assure its compliance with the Internal Revenue Code, ERISA and other governing
law.

IN WITNESS WHEREOF, the Employer and Trustee(s) hereby cause this Investment
Policy Schedule to be executed on this 11th day of September, 1997.


CHANNELL COMMERCIAL CORPORATION 401(k) PLAN
-------------------------------------------
Plan Name

Employer:
--------

CHANNELL COMMERCIAL CORPORATION
-----------------------------------------
Employer Name

   /s/ Gary W. Baker
By:--------------------------------------
    Authorized Signature

Trustee(s):
-----------

Van Kampen American Capital Trust Co.
-----------------------------------------
Trustee Signature
By: Signature Illegible
-----------------------------------------
Trustee Signature

-----------------------------------------
Trustee Signature

-----------------------------------------
Trustee Signature




<PAGE>

                            SCHEDULE OF INVESTMENTS


                  CHANNELL COMMERCIAL CORPORATION 401(k) PLAN
                  -------------------------------------------


1.        The following investment options shall be available to all
          participants in the Plan for ongoing contributions:


          Basic Investments
          -----------------
          Van Kampen American Capital Emerging Growth Fund
          Van Kampen American Capital Enterprise Fund
          Van Kampen American Capital Equity Income Fund
          Van Kampen American Capital Corporate Bond Fund
          Morgan Stanley American Value Fund
          Morgan Stanley International Magnum Fund
          Morgan Stanley Stable Value Fund
          Morgan Stanley Value Fund



2.        The frequency of changes in participant investment elections shall be
          as follows:

          <TABLE>
          <CAPTION>
                                                 Mutual Funds
          <S>                                    <C>
          Allocation of future contributions     Daily
          Exchanges of existing balances         Daily
          </TABLE>
<PAGE>

                  CHANNELL COMMERCIAL CORPORATION 401(k) PLAN
                  -------------------------------------------

                                           INVESTMENT OPTION SUMMARY

These are the investment options available to all participants in this 401(k)
plan:

CORE FUNDS
----------
Van Kampen American Capital Emerging Growth Fund (Fund #16)
Van Kampen American Capital Enterprise Fund (Fund #12)
Van Kampen American Capital Equity Income Fund (Fund #25)
Van Kampen American Capital Corporate Bond Fund (Fund #17)
Morgan Stanley Stable Value Fund (Fund #115)
Morgan Stanley American Value Fund (Fund #453)
Morgan Stanley International Magnum Fund (Fund #455)
Morgan Stanley Value Fund (Fund #467)


PLEASE NOTE:

FOR INFORMATION ON ANY OF THE FUNDS, PLEASE CALL 1-800-421-5666 FOR A
PROSPECTUS.  THE PROSPECTUS CONTAINS MORE COMPLETE INFORMATION, INCLUDING AN
EXPLANATION OF RISKS, CHARGES, AND EXPENSES.  PLEASE READ THE PROSPECTUS
CAREFULLY BEFORE INVESTING.  THE INVESTMENT RETURN AND NET ASSET VALUE OF MUTUAL
FUND SHARES WILL FLUCTUATE WITH CHANGES IN MARKET CONDITIONS.  INVESTOR SHARES,
WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.



<PAGE>

                     LOAN PROGRAM AND DISCLOSURE STATEMENT

The Plan has adopted a loan program to provide loans to plan participants and
beneficiaries who are also parties in interest. As described in more detail in
the following paragraphs, under the loan program loans are available to all
participants and beneficiaries on a reasonably equivalent basis, bear a
reasonable rate of interest and are adequately secured. This loan program and
disclosure statement, which forms a part of the Plan, sets forth-specific
provisions regarding such loans.

A. Availability and Eligibility
   1.  The maximum amount for which a loan may be made is the smaller of (i)
       $50,000 reduced by the highest loan balance (principal and interest)
       outstanding to the Participant during the preceding 12 months under the
       Plan and all other plans maintained by the Employer, or (ii) 50% of the
       Participant's vested account balance under the plan.
   2.  The minimum amount for which a loan may be made is $1,000. Thus, if a
       Participant's vested account balance is less than $2,000, no loan would
       be available.
   3.  No loan may be made to a Participant who either (A) has a loan
       outstanding at the time of application for a new loan, or (B) has
       received a loan within the 12 months preceding the application for the
       new loan.
   4.  Loans to employees will be made only if the employee agrees to payroll
       deductions sufficient to make all payments of principal and interest when
       due under the terms of the promissory note.
   5.  Loans will be available to participants and beneficiaries who are not
       active employees only to the extent required by applicable law and
       regulation, as interpreted from time to time by the Plan Administrator.
   6.  A loan to a married participant requires the consent of the Participant's
       spouse.
   7.  The Plan Administrator shall determine whether a Participant qualifies
       for a loan, applying such criteria as a commercial lender of funds would
       apply in like circumstances, including such criteria as the
       creditworthiness of the Participant, his or her general ability to repay
       the loan according to its terms, the period of time the participant has
       been employed by the Employer and the type and amount of security or
       collateral provided for the loan.
   8.  Loans will not be made available to highly compensated employees,
       officers or shareholders in an amount greater than the amount made
       available to other employees. All loan policies will be applied in a
       uniform and non-discriminatory manner to all participants and
       beneficiaries.
   9.  Loans will be granted or denied without regard to race, color, religion,
       age (except where the minority of the applicant impairs the ability to
       execute enforceable instruments), sex, national origin or life style of
       the applicant.


B. Administration and Procedure
   2.  The initial payment on a Participant Loan shall be due on a payroll date
       determined by the Plan

   1.  The loan program will be administered by the Plan Administrator. The Plan
       Administrator may, but is not required to, appoint a specific person (by
       name or title) to represent it on matters related to the loan program.
   2.  Application for a loan shall be made on forms approved and provided for
       that purpose by the Plan Administrator. No application will be accepted
       for processing unless it is signed by the Participant and accompanied by
       a signed and notarized or duly witnessed spousal consent (or satisfactory
       evidence that the Participant is unmarried.)
   3.  Promptly upon receipt of an application that is complete and in good
       order, the Plan Administrator will determine whether the Participant is
       eligible for the loan requested and, if so, the terms upon which the loan
       will be made available.
   4.  If the application is accepted, the Plan Administrator will prepare
       appropriate loan documentation including but not limited to a promissory
       note, collateral assignment and payroll deduction authorization and
       deliver the same to the Participant for signature. The Plan Administrator
       may also cause the transfer of assets sufficient to fund the loan into a
       non-interest-bearing account and cause a check to be prepared in
       anticipation of receipt of duly executed loan documentation from the
       Participant. If the Participant completes and returns the documentation
       within one week, the Plan Administrator shall fund the loan and deliver
       the proceeds to the Participant. If the Participant does not timely
       complete and return the loan documentation, the Participant's loan
       application shall be deemed to be withdrawn.
   5.  All loan payments received by the Plan, whether by payroll deduction or
       otherwise, shall be applied first to payment of accrued interest, with
       the balance applied in reduction of principal. Loan repayments will be
       accepted and credited only as of a scheduled loan repayment date.
   6.  In the event the Employer changes the frequency of its payroll generally,
       or in the event the Participant accepts a new position with a different
       payroll frequency, the remaining balance on the loan will be reamortized
       over the remainder of the original term of the loan and the participant
       shall execute a revised Payroll Deduction Authorization.

C. Terms
   1.  The term of participant loans will generally be 5 years, except that
       loans for the purpose of purchasing a principal residence may have a term
       of 15 years.

<PAGE>

          Administrator within 45 days from and after receipt of the duly
          completed loan application. The term of the loan shall run from the
          date of such initial payment.
     3.   The interest rate charged on Participant Loans shall be comparable to
          the rate a commercial lender would charge under similar circumstances.
          Interest rates will be based on periodic surveys performed by or on
          behalf of the Plan Administrator.
     2.   Participant loan repayments in excess of payments otherwise due will
          be accepted on any scheduled payment date. Any excess loan payment
          shall be applied in reduction of the principal balance outstanding as
          of the scheduled payment date.
     4.   All loans shall provide that principal and interest shall be amortized
          by substantially equal payments over the term of the loan at intervals
          no less frequent than monthly. The amortization period shall
          correspond to scheduled payroll frequency.
     5.   Each loan shall be considered an asset of the Directed Account of the
          Participant to whom the loan is made.
     6.   In the event of a distribution of all or a portion of the
          Participant's vested interest under the Plan at any time when a loan
          is outstanding, the Trustee may, in its discretion, declare the entire
          outstanding balance of the note immediately due and payable and treat
          the outstanding balance on the note as the first asset liquidated to
          provide for the distribution.

D.   SECURITY AND COLLATERAL
     1.   A loan will be considered to be adequately secured if the security
          posted for such loan is something in addition to and supporting a
          promise to pay, which is so pledged to the plan that it may be sold,
          foreclosed upon or otherwise disposed of upon default of repayment of
          the loan, the value and liquidity of which is such that it may
          reasonably be anticipated that loss of principal or interest will not
          result from the loan.
     2.   All Participant loans must be secured by the pledge of 50% of the
          Participant's vested account balance in the Plan. The Plan will accept
          no other collateral for a participant loan. The Plan will retain a
          possessory lien in such pledged collateral.

E.   DEFAULT
     1.   Any of the following shall constitute an event of default with respect
          to a Participant Loan:
          a.  Failure of the borrower to pay the full amount of any payment when
              due.
          b.  Termination of the borrower's status as an employee of the
              Employer and as a party in interest of the Plan.
                       ---
          c.  The borrower(a) files a petition in bankruptcy, or is the subject
              of an involuntary petition in bankruptcy which is not discharged
              within 60 days after filing, (b) is adjudicated bankrupt or
              insolvent, or (c) becomes subject of any wage earner plan under
              the federal Bankruptcy Code or any applicable state or federal
              insolvency law.
          d.  Any required spousal consent is revoked or is determined to be or
              become invalid or inoperative.
          e.  Any request or direction by a participant or beneficiary for a
              distribution to which he or she is entitled under the terms of the
              Plan.
          f.  The distribution (or reallocation to an alternate payee) of all or
              a portion of the Participant's vested account pursuant to a
              qualified domestic relations order.
     2.   In the event of default, the Trustee has the right to take any action,
          which a prudent fiduciary in like circumstance would take in
          connection with the protection or preservation of plan assets. Such
          actions include, but are not limited to, the following:
          a.  Declaration of default, foreclosure on all or any part of the
              security or collateral for the note, and offset of outstanding
              balance;
          b.  Commencement and prosecution of any other claim or cause of action
              arising out of the loan, the note, and any rights of the Plan with
              respect thereto;
          c.  Granting the Participant a period within which to cure the default
              and/or renegotiating the terms of the obligation, to the extent
              consistent with practices followed by commercial lenders in like
              circumstances and to the extent consistent with the requirements
              of ERISA and the Internal Revenue Code;
          d.  Declaration of a "deemed distribution" and reporting the same to
              the Internal Revenue Service in accordance with applicable
              regulatory requirements; and/or
          e.  Deferral of offset until Participant is otherwise entitled to
              distribution or such other time as may be deemed prudent in light
              of regulatory guidance.
     3.   Deferal of action or waiver of an event of default shall not preclude
          the trustee from any available remedy with respect to a subsequent
          event of default, whether similar or dissimilar.



EMPLOYER/PLAN SPONSOR

 Channell Commercial Corporation 401(k) Plan
------------------------------------------------
Plan Name

 Channell Commercial Corporation
------------------------------------------------
Employer Name

By:   /S/ Gary W. Baker
   ---------------------------------------------
Signature

Title: Chief Financial Officer
      ------------------------------------------

Date:  9-22-97
      ------------------------------------------


<PAGE>

                  CHANNELL COMMERCIAL CORPORATION 401(k) PLAN
                  ===========================================
                          SUMMARY OF PLAN PROVISIONS
                  -------------------------------------------

Effective Date of Plan:         February 1, 1986

Effective Date of
  Amendment & Restatement:      October 1, 1997

Plan Year:                      January 1 through December 31.

Trustees:                       Van Kampen American Capital Trust Company

Eligible Employees:             All employees are eligible who satisfy the
                                eligibility requirements described below.
                                However, employees who governed under a
                                collective bargaining agreement or non-
                                resident aliens are not eligible.

Eligibility Requirements:       90 days of service and attainment of age 18.

Entry Dates:                    January 1st, April 1st, July 1st, and October
                                1st.

Employee Pre-Tax
Contributions:                  Up to 15% of compensation (subject to annual
                                legal dollar limit--$9500 for 1997).  Changes
                                may be made to the deferral percentage election
                                each January 1st, April 1st, July 1st, and
                                October 1st.

Employer Matching
Contributions:                  Discretionary amount to be determined by the
                                Employer each Plan Year.

Employer Discretionary
Contributions:                  Discretionary amount to be determined by the
                                Employer each Plan Year.

Investment Options with
regard to Contributions:        Employees may choose to invest contributions in
                                any funds listed on the Investment Options
                                Summary.

Investment Allocation Changes:  Changes in investment allocations permitted
                                quarterly.

Exchanges:                      Fund excanges on existing account balances
                                permitted daily.

Loans:                          The maximum loan amount is the lesser of 50% of
                                vested account balance or $50,000.  The minimum
                                loan amount is $1000.

Rollover Contributions:         Rollover contributions are permitted.

Financial Hardship
Withdrawals:                    Hardship withdrawals are allowed to satisfy
                                "extreme financial emergencies" only from
                                accounts which are 100% vested.

Pre-Retirement Distributions:   Pre-retirement distributions permitted upon
                                attaining age 59 1/2.

Vesting Schedule of Employer
Funded Accounts:                20% vesting for each year of service after 1
                                year of service (100% vested after 5 years of
                                service).  All years of service are included in
                                determining a participant's vested percentage in
                                his or her employer contribution account(s).
                                Service prior to the age of 18 shall be
                                excluded.

                                       3
<PAGE>



                  CHANNELL COMMERCIAL CORPORATION 401(k) PLAN

                           SUMMARY PLAN DESCRIPTION



                                 1997 Edition
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
INTRODUCTION TO YOUR PLAN.................................................   1

GENERAL INFORMATION ABOUT YOUR PLAN.......................................   2
     General Plan Information.............................................   2
     Employer Information.................................................   2
     Plan Administrator Information.......................................   2
     Plan Trustee Information.............................................   3
     Service of Legal Process.............................................   3

PARTICIPATION IN YOUR PLAN................................................   3
     Eligibility Requirements.............................................   3
     Participation Requirements...........................................   3
     Excluded Employees...................................................   4

CONTRIBUTIONS TO YOUR PLAN................................................   4
     Employer Contributions to the Plan...................................   4
     Participant Salary Reduction Election................................   5
     Your Share of Employer Contributions.................................   6
     Compensation.........................................................   6
     Forfeitures..........................................................   7
     Transfers From Qualified Plans (Rollovers)...........................   7
     Directed Investments.................................................   7

BENEFITS UNDER YOUR PLAN..................................................   7
     Distribution of Benefits Upon Retirement.............................   7
          Normal Retirement...............................................   7
          Late Retirement.................................................   8
     Distribution of Benefits Upon Death..................................   8
     Distribution of Benefits Upon Disability.............................   9
     Distribution of Benefits Upon Termination of Employment..............   9
     Vesting in Your Plan.................................................   9
     Benefit Payments.....................................................  10
     Treatment of Distributions From Your Plan............................  10
     Domestic Relations Order.............................................  11
     Pension Benefit Guaranty Corporation.................................  11
     Pre-Retirement Distribution of Benefits..............................  11
     Hardship Distribution of Benefits....................................  11

YEAR OF SERVICE RULES.....................................................  12
     Year of Service and Hour of Service..................................  12
     1-Year Break in Service..............................................  13
</TABLE>
                                       i
<PAGE>

YOUR PLAN'S "TOP HEAVY RULES" .......................................  14
     Explanation of "Top Heavy Rules" ...............................  14

CLAIMS BY PARTICIPANTS AND BENEFICIARIES ............................  14
     The Claims Review Procedure ....................................  15

STATEMENT OF ERISA RIGHTS ...........................................  16
     Explanation of Your ERISA Rights ...............................  16

AMENDMENT AND TERMINATION OF YOUR PLAN ..............................  17
     Amendment ......................................................  17
     Termination ....................................................  17

LOANS ...............................................................  17
     Loan Requirements ..............................................  17

                                      ii
<PAGE>

                 CHANNELL COMMERCIAL CORPORATION 401(k) PLAN

                            SUMMARY PLAN DESCRIPTION


                                       I
                           INTRODUCTION TO YOUR PLAN

Your Employer, Channell Commercial Corporation, wishes to recognize the efforts
its employees have made to its success and to reward them by adopting a 401(k)
Profit Sharing Plan and Trust. This Plan will be for the exclusive benefit of
eligible employees and their beneficiaries.

Your Plan is a "salary reduction" plan. It is also called a "401(k) plan." Under
this type of plan, you may choose to reduce your compensation and have these
amounts contributed to this Plan on your behalf.

The purpose of this Plan is to reward eligible employees for long and loyal
service by providing them with retirement benefits. Between now and your
retirement, your Employer intends to make contributions for you and other
eligible employees. When you retire, you will be eligible to receive the value
of the amounts which have accumulated in your account.

Your Employer has the right to submit this Plan to the Internal Revenue Service
for approval. The Internal Revenue Service will issue a "determination letter"
to your Employer approving this Plan as a "qualified" retirement plan, if this
Plan meets specific legal requirements.

This Summary Plan Description is a brief description of your Plan and your
rights, obligations, and benefits under that Plan. Some of the statements made
in this Summary Plan Description are dependent upon this Plan being "qualified"
under the provisions of the Internal Revenue Code. This Summary Plan Description
is not meant to interpret, extend, or change the provisions of your Plan in any
way. The provisions of your Plan may only be determined accurately by reading
the actual Plan documents.

A copy of your Plan is on file at your Employer's office and may be read by you,
your beneficiaries, or your legal representatives at any reasonable time. If you
have any questions regarding either your Plan or this Summary Plan Description,
you should ask your Plan's Administrator. In the event of any discrepancy
between this Summary Plan Description and the actual provisions of the Plan, the
Plan will govern.

THIS SUMMARY PLAN DESCRIPTION SHALL REPLACE ANY SUMMARY PLAN DESCRIPTION(S)
PREVIOUSLY DISTRIBUTED.

                                       1
<PAGE>

                                      II
                      GENERAL INFORMATION ABOUT YOUR PLAN

There is certain general information which you may need to know about your Plan.
This information has been summarized for you in this section.

1.   General Plan Information

     Channell Commercial Corporation 401(k) Plan is the name of your Plan.

     Your Employer has assigned Plan Number 001 to your Plan.

     The provisions of your Plan became effective on February 1, 1986, which is
called the Effective Date of the Plan.

     Your Plan's records are maintained on a twelve-month period of time. This
is known as the Plan Year. The Plan Year begins on January 1 and ends on
December 31.

     Certain valuations are made on the Anniversary Date of your Plan. This date
is December 31.

     The contributions made to your Plan will be held and invested by the
Trustee of your Plan.

     Your Plan and Trust will be governed by the laws of the state of
California.

2.   Employer Information

     Your Employer's name, address and identification number are:

          Channell Commercial Corporation
          26040 Ynez Rd.
          Temecula, CA 92591
          95-2453261

3.   Plan Administrator Information

     The name, address and business telephone number of your Plan's
Administrator are:

          Channell Commercial Corporation
          26040 Ynez Rd.
          Temecula, CA 92591
          (909)694-9160

     Your Plan's Administrator keeps the records for the Plan and is responsible
for the administration of the Plan. The Administrator has discretionary
authority to construe the terms of the Plan and make determinations on questions
which may affect your eligibility for benefits. Your Plan's Administrator will
also answer any questions you may have about your Plan.

                                       2
<PAGE>

4.   Plan Trustee Information

     The name(s) of your Plan's Trustee(s) is/are:

          Van Kampen American Capital Trust Company

     The Trustee(s) shall collectively be referred to as Trustee throughout this
Summary Plan Description.

     The principal place of business of your Plan's Trustee is:

          2800 Post Oak Blvd.
          Houston, TX 77056

     Your Plan's Trustee has been designated to hold and invest Plan assets for
the benefit of you and other Plan participants. The trust fund established by
the Plan's Trustee will be the funding medium used for the accumulation of
assets from which benefits will be distributed.

5.   Service of Legal Process

     The name and address of your Plan's agent for service of legal process are:

          Channell Commercial Corporation
          26040 Ynez Rd.
          Temecula, CA 92591

Service of legal process may also be made upon the Plan Administrator.


                                      III
                          PARTICIPATION IN YOUR PLAN

     Before you become a member or a participant in the Plan, there are certain
eligibility and participation rules which you must meet. These rules are
explained in this section.

1.   Eligibility Requirements

     You will be eligible to participate in the Plan if you have completed 90
                                                                           --
Days of Service and have attained age 18.
                                      --

     You will have completed 90 Days of Service if you are in the employ of your
                             --
Employer 90 days after your employment commencement date.
         --

2.   Participation Requirements

     Once you have satisfied your Plan's eligibility requirements, your next
step will be to actually become a member or a "participant" in the Plan. You
will become a participant on a specified day of the Plan Year. This day is
called the Effective Date of Participation.

     You will become a participant on the first day of the Plan Year quarter
coinciding with or next following the date you satisfy the eligibility
requirements.

                                       3
<PAGE>

3.   Excluded Employees

     There are certain classes of employees of Channell Commercial Corporation
who will not be eligible to participate in your Plan. Those employees are:

     .    employees who are non-resident aliens.
     .    employees whose employment is governed by a collective bargaining
          agreement under which retirement benefits were the subject of good
          faith bargaining, unless such agreement expressly provides for
          participation in this Plan.



                                      IV
                          CONTRIBUTIONS TO YOUR PLAN

1.   Employer Contributions to the Plan

     Each year, your Employer will contribute to your Plan the following
amounts:

     (a)  The total amount of the salary reduction you elected to defer. (See
the Section in this Article entitled "Participant Salary Reduction Election".)

     (b)  A discretionary matching contribution equal to a percentage of the
amount of the salary reduction you elected to defer, which percentage will be
determined each year by the Employer.

          You will be eligible to share in this contribution regardless of your
Hours of Service or employment status on the last day of the Plan Year.


     (c)  A discretionary amount determined each year by your Employer.

          If you are actively employed on the last day of the Plan Year, you
will be eligible to share in this contribution regardless of your Hours of
Service. However, if you terminate employment and are not re-employed before the
last day of the Plan Year, you will be eligible to share in the contribution for
the year only if you complete more than 500 Hours of Service during the Plan
Year in which you terminate employment.


     In determining your eligibility to share in contributions for the year,
there are special rules which apply if your employment terminates due to your
Retirement (Normal or Late), or Total and Permanent Disability or death.

     In such cases, you will be eligible to share in the contributions made by
your Employer in accordance with the following:

          If the reason your employment terminated is due to your Retirement
(Normal or Late), Total and Permanent Disability or death, then you will be
eligible to share in the contribution for the year without regard to whether you
satisfied the requirements explained above.

                                       4
<PAGE>

2.   Participant Salary Reduction Election

     As a participant, you may elect to defer up to 15% of your compensation
                                                    ---
each year instead of receiving that amount in cash. However, your total
deferrals in any taxable year may not exceed a dollar limit which is set by law.
The limit for 1997 is $9,500. This limit will be increased in future years for
cost of living changes.

     The amount you elect to defer will be deducted from your pay in accordance
with a procedure established by your Employer and Administrator. The procedure
will require that you enter into a written salary reduction agreement after you
satisfy the Plan's eligibility requirements. You may elect to begin making
salary reduction contributions on each January 1st, April 1st, July 1st, or
October 1st. Changes to a salary reduction election are only permitted on
January 1st, April 1st, July 1st, and October 1st. You will not be permitted to
modify your election at any other time during the Plan year.

     The amount you elect to defer, and any earnings on that amount, will not be
subject to income tax until it is actually distributed to you. This money will,
however, be subject to Social Security taxes at all times.

     You should also be aware that the annual dollar limit is an aggregate limit
which applies to all deferrals you may make under this plan or other cash or
deferred arrangements (including tax-sheltered 403(b) annuity contracts,
simplified employee pensions or other 401(k) plans in which you may be
participating). Generally, if your total deferrals under all cash or deferred
arrangements for a calendar year exceed the annual dollar limit, the excess must
be included in your income for the year. For this reason, it is desirable to
request in writing that these excess deferrals be returned to you. If you fail
to request such a return, you may be taxed a second time when the excess
deferral is ultimately distributed from the Plan.

     You must decide which plan or arrangement you would like to have return the
excess. If you decide that the excess should be distributed from this Plan, you
should communicate this in writing to the Administrator no later than the March
1st following the close of the calendar year in which such excess deferrals were
made. If the entire dollar limit is exceeded in this Plan or any other plan
maintained by the Employer, you will be deemed to have notified the
Administrator of the excess. The Administrator will then return the excess
deferral and any earnings to you by April 15th.

     In the event you receive a hardship distribution from your deferrals to
this Plan or any other plan maintained by your Employer, you will not be allowed
to make additional salary reductions for a period of twelve (12) months after
you receive the distribution. Furthermore, the dollar limitation set by law with
respect to your taxable year following the year in which you received the
distribution, will be reduced by your salary reductions, if any, for the taxable
year of the distribution.

     You will always be 100% vested in the amount you deferred. This means that
you will always be entitled to all of the deferred amount. This money will,
however, be affected by any investment gains or losses. If the Trustee invested
this money and there was a gain, the balance in your account would increase. Of
course, if there was a loss, the balance in your account would decrease. Your
interest in this account cannot be forfeited for any reason.


     Distributions from your deferred account are not permitted before age 59
1/2 EXCEPT in the event of:

     (a)  death; or

     (b)  disability; or

                                       5
<PAGE>

     (c)  termination of employment; or

     (d)  reasons of proven financial hardship (See the Section in this Article
entitled "Hardship Distribution of Benefits").

     In addition, if you are a highly compensated employee (generally owners,
officers or individuals receiving wages in excess of certain amounts established
by law), a distribution from your deferred account of certain excess
contributions may be required to comply with the law. The Administrator will
notify you when a distribution is required.

3.   Your Share of Employer Contributions

     Your Employer will allocate the amount you elect to defer to an account
maintained by the Trustee on your behalf.

     If you are eligible, your Employer will also allocate the matching
contribution to your account under the Plan. (See the Section in this Article
entitled "Employer Contributions to the Plan".)

     Your Employer's discretionary contribution will be "allocated" or divided
among participants eligible to share in the contribution for the Plan Year. Your
share of the contribution will depend upon how much compensation you received
during the year and the compensation received by other eligible participants.


          Your share of your Employer's discretionary contribution is determined
by the following fraction:

                 Employer's                       Your Compensation
                 Discretionary    x         ------------------------------
                 Contribution                 Total Compensation of All
                                            Participants Eligible to Share

          For example: Suppose the Employer's discretionary contribution for the
Plan Year is $20,000. Employee A's compensation for the Plan Year is $25,000.
The total compensation of all participants eligible to share, including Employee
A, is $250,000. Employee A's share will be:

                       $20,000    x         $25,000      or $2000
                                           --------
                                           $250,000

     In addition to the Employer's contributions made to your account, your
account will be credited periodically with a share of the investment earnings or
losses of the trust fund.

     The law imposes certain limits on how much money may be allocated to your
account for a year. These limits are extremely complex but generally no more
than the lesser of $30,000 or 25% of your compensation may be allocated to you
(excluding earnings or losses) in any year. The Administrator will inform you if
these limits have affected you.

4.   Compensation

          For the purposes of your Plan, compensation has a special meaning.
Compensation is defined as your total compensation actually paid during the Plan
Year that is subject to income tax and is reflected on your W-2 form, but

     .    excluding overtime payments, bonuses, and commissions;

                                       6
<PAGE>

     .    excluding reimbursements or other expense allowances, fringe benefits,
          moving expenses, deferred compensation, and welfare benefits; and
     .    including your salary reduction contributions to any plan or
          arrangement maintained by your Employer.
     .    excluding compensation in excess of the dollar limitation specified in
          IRC 414(q)(1)(B,)(i). (For 1997, the limit is $80,000.)

     For the first year of your participation in the Plan, your compensation
will be recognized for benefit purposes for the entire Plan Year. The Plan, by
law, cannot recognize compensation in excess of $160,000. This amount will be
adjusted in future years for cost of living increases. For any short Plan Year,
the adjusted $160,000 limit will be prorated based upon the number of full
months in the short Plan Year.

5.   Forfeitures

     Forfeitures are created when participants terminate employment before
becoming entitled to their full benefits under the Plan. Your account may grow
from the forfeitures of other participants. Forfeitures will be added to the
Employer's contribution under the Planr. However, a portion of forfeited amounts
will be used to reduce your Employer's contributions to the Plan.

6.   Transfers From Qualified Plans (Rollovers)

     At the discretion of the Administrator, you may be permitted to deposit
into your Plan distributions you have received from other plans. Such a deposit
is called a "rollover" and may result in tax savings to you. You should consult
qualified counsel to determine if a rollover is in your best interest.

     Your rollover will be placed in a separate account called a "participants
rollover account." The Administrator may establish rules for investment.

     You will always be 100% vested in your "rollover account." This means that
you will always be entitled to all of your rollover contributions. Rollover
contributions will be affected by any investment gains or losses. If the Trustee
invested this money and there was a gain, the balance in your account would
increase. Of course, if there were a loss from an investment, the balance in
your account would decrease.

7.   Directed Investments

     The Administrator may establish rules for investment of your account
balance. If the Administrator approves, you may direct the Trustee as to the
investment of your account balance.


                                       V
                           BENEFITS UNDER YOUR PLAN

1.   Distribution of Benefits Upon Retirement

Normal Retirement
-----------------

     Your Normal Retirement Date is your Normal Retirement Age.

     You will attain your Normal Retirement Age when you reach your 65th
birthday or the 5th anniversary of the first Plan Year in which participation in
the Plan commenced.

                                       7
<PAGE>

     At your Normal Retirement Age, you will be entitled to 100% of your account
balance. Payment of your benefits will, at your election, be made as soon as
practicable following your Normal Retirement Date. (See the Section called "Pre-
Retirement Distribution of Benefits" in this Article for information concerning
distributions while still employed by the Employer.)


Late Retirement
---------------

     You may remain employed past your Plan's Normal Retirement Date and retire
instead on your Late Retirement Date. Your Late Retirement Date is the date you
choose to retire, after first having reached your Normal Retirement Date. On
your Late Retirement Date, you will be entitled to 100% of your account. Actual
benefit payments will be made as soon as practicable following your Late
Retirement Date.

2.   Distribution of Benefits Upon Death

     Your beneficiary will be entitled to 100% of your account balance upon your
death.

     If you are married at the time of your death, your spouse will be the
beneficiary of the death benefit, you otherwise elect in writing on a form to be
furnished to you by the Administrator. If you wish to designate a beneficiary
other than your spouse, however, your spouse must irrevocably consent to waive
any right to the death benefit. Your spouse's consent must be in writing, be
witnessed by a notary or a plan representative and acknowledge the specific
nonspouse beneficiary.

     If, however,

     (a)  your spouse has validly waived any right to the death benefit in the
          manner outlined above,

     (b)  your spouse cannot be located; or

     (c)  you are not married at the time of your death,

then your death benefit will be paid to the beneficiary of your own choosing in
a single lump sum, as you may elect. You may designate the beneficiary on a form
to be supplied to you by the Administrator. If you change your designation, your
spouse must again consent to the change.

     Regardless of the method of distribution selected, your entire death
benefit must generally be paid to your beneficiaries within five years after
your death (the "5-year rule"). However, if your designated beneficiary is a
person (instead of your estate or most trusts), then you or your beneficiary may
elect to have minimum distributions begin within one year of your death and it
may be paid over the designated beneficiary's life expectancy (the "1-year
rule"). if your spouse is the beneficiary, then under the "1-year rule", the
start of payments may be delayed until the year in which you would have attained
age 70 1/2. The election to have death benefits distributed under the "1-year
rule" instead of the "5-year rule" must be made no later than the time at which
minimum distributions must commence under the "1-year rule" (or, in the case of
a surviving spouse, the "5-year rule", if earlier).

     Since your spouse has certain rights in the death benefit, you should
immediately report any change in your marital status to the Administrator.

                                       8
<PAGE>

3.   Distribution of Benefits Upon Disability

     Under your Plan, disability is defined as a medically determinable physical
or mental condition which can be expected to result in death or which has lasted
(or is expected to last) for a continuous period of at least 12 months, and
which renders you incapable of continuing any gainful occupation. Your
disability, will be determined by a licensed physician chosen by the
Administrator. However, if the condition constitutes total disability under the
federal Social Security Acts, you will be considered disabled for purposes of
this Plan.

     If you become disabled while a participant, you will be entitled to 100% of
your account balance. Payment of your disability benefits will be made to you as
if you had retired. (See the Section in this Article entitled "Benefit
Payments.")

4.   Distribution of Benefits Upon Termination of Employment

     Your Plan is designed to encourage you to stay with your Employer until
retirement. Payment of your account balance under your Plan is only available
upon your death, disability or retirement.

     If your employment terminates for reasons other than those listed above,
you will be entitled to receive only your "vested percentage" of your account
balance and the remainder of your account will be forfeited. Only contributions
made by your Employer are subject to forfeiture. (See the Section in this
Article entitled "Vesting in Your Plan.")

     If your vested benefit under the Plan at the time of any prior distribution
exceeded $3,500 or currently exceeds $3,500, you must give written consent
before the distribution may be made. Amounts of $3,500 or less will be
distributed without the need for consent.

5.   Vesting in Your Plan

     Your "vested percentage" in your account is determined under the following
schedule and is based on vesting Years of Service. You will always, however, be
100% vested upon your Normal Retirement Age. (See the Sections in this Article
entitled "Distribution of Benefits Upon Retirement.")

                               Vesting Schedule
                               ----------------
                   Years of Service              Percentage
                          1                              20%
                          2                              40%
                          3                              60%
                          4                              80%
                          5                             100%

     Regardless of this vesting schedule, you are always 100% vested in your
salary reduction amounts contributed to the Plan.

     If you were a Participant in the Channell Commercial Corporation Profit
Sharing Plan prior to the merger of the plans, you will be 100% vested. if you
become a Participant in the Profit Sharing portion of the Plan under the amended
document, effective October 1, 1997, you will vest according to the schedule
stated above.

Years of Service prior to the time you reached age 18 will not be counted for
vesting purposes.

                                       9
<PAGE>

     Your vested benefit will normally be distributed to you or your beneficiary
upon your death, disability, or retirement. if you terminate employment before
any of these events, however, your unpaid vested benefit may be segregated in a
special account until it is actually distributed.


6.   Benefit Payments

     At the time you are entitled to receive a distribution under the Plan, the
Administrator will direct the Trustee to pay your benefits to you in one lump-
sum cash payment.

      Generally, whenever a distribution is to be made to you on or as of an
anniversary date, it may be made on such date or as soon thereafter as is
practicable. However, unless you elect in voting to defer the receipt of
benefits, no distribution may begin later than the 60th day after the close of
the plan year in which the latest of the following events occurs:

     (a)  the date on which you reach the age of 65 or your Normal Retirement
Age;

     (b)  the 10th anniversary of the year in which you became a participant in
the Plan;

     (c)  the date you terminated employment with your Employer.

     Regardless of whether you elect to delay the receipt of benefits, there are
other rules which generally require minimum payments to begin no later than the
April 1st following the year in which you reach age 70 1/2. You should see the
Administrator if you feel you may be affected by this rule.

7.   Treatment of Distributions From Your Plan

     Whenever you receive a distribution from your Plan, it will normally be
subject to income taxes. You may, however, reduce, or defer entirely, the tax
due on your distribution through use of one of the following methods:

     (a)  The rollover of all or a portion of the distribution to an individual
Retirement Account (IRA) or another qualified employer plan. This will result in
no tax being due until you begin withdrawing funds from the IRA or other
qualified employer plan. The rollover of the distribution, however, MUST be made
within strict time frames (normally, within 60 days after you receive your
distribution). Under certain circumstances all or a portion of a distribution
may not qualify for this rollover treatment. In addition, most distributions
will be subject to mandatory federal income tax withholding at a rate of 20%.
This will reduce the amount you actually receive. For this reason, if you wish
to rollover all or a portion of your distribution amount, the direct transfer
option described in paragraph (b) below may be the better choice.

     (b)  You may request for most distributions that a direct transfer of all
or a portion of your distribution amount be made to either an Individual
Retirement Account (IRA) or another qualified employer plan willing to accept
the transfer. A direct transfer will result in no tax being due until you
withdraw funds from the IRA or other qualified employer plan. Like the rollover,
under certain circumstances all or a portion of the amount to be distributed may
not qualify for this direct transfer. If you elect to actually receive the
distribution rather than a direct transfer, then in most cases 20% of the
distribution amount will be withheld for federal income tax purposes.

     (c)  The election of favorable income tax treatment under "10-year forward
averaging," "5-year forward averaging" or, if you qualify, "capital gains"
method of taxation.

                                       10
<PAGE>

     Whenever you receive a distribution, the administrator will deliver to you
a more detailed explanation of these options. However, the rules which determine
whether you qualify for favorable tax treatment are very complex. You should
consult with qualified tax counsel before making a choice.


8.   Domestic Relations Order

     As a general rule, your interest in your account, including your "vested
interest", may not be alienated. This means that your interest may not be sold,
used as collateral for a loan, given away or otherwise transferred. in addition,
your creditors may not attach, garnish or otherwise interfere with your account.

     There is an exception, however, to this general rule. The Administrator may
be required by law to recognize obligations you incur as a result of court
ordered child support or alimony payments. The Administrator must honor a
"qualified domestic relations order." A "qualified domestic relations order" is
defined as a decree or order issued by a court that obligates you to pay child
support or alimony, or otherwise allocates a portion of your assets in the Plan
to your spouse, former spouse, child or other dependent. If a qualified domestic
relations order is received by the Administrator, all or a portion of your
benefits may be used to satisfy the obligation. The Administrator will determine
the validity of any domestic relations order received.

9.   Pension Benefit Guaranty Corporation

     Benefits provided by your Plan are NOT insured by the Pension Benefit
Guaranty Corporation (PBGC) under Title IV of the Employee Retirement Income
Security Act of 1974 because the insurance provisions under ERISA are not
applicable to your Plan.

10.  Pre-Retirement Distribution of Benefits

     You may be entitled to receive a pre-retirement distribution if you have
reached the age of 59 1/2 and are 100% vested in your account from which such
distribution is made. However, any distribution will reduce the value of the
benefits you will receive at retirement. This distribution is made at your
election.

     Also, the law restricts any pre-retirement distribution from certain
accounts which are maintained for you under the Plan before you reach age 59
1/2. These accounts are generally the ones set up to receive your salary
reduction contributions and other Employer contributions which are used to
satisfy special rules for 401(k) Plans. Ask your Administrator if you need more
details.


11.  HARDSHIP DISTRIBUTION OF BENEFITS

     Upon your request, the Administrator may direct the Trustee to distribute
up to 100% of your account balance in the event of immediate and heavy financial
need. This hardship distribution is not in addition to your other benefits and
will therefore reduce the value of the benefits you will receive at retirement.

     Distribution may only be made from a fully vested account balance.

     Withdrawal will be authorized only if the distribution is to be used for
one of the following purposes:

                                       11
<PAGE>

     (a)  The payment of expenses for medical care (described in Section 213(d)
of the Internal Revenue Code) previously incurred by you or your dependent or
necessary for you or your dependent to obtain medical care;

     (b)  The costs directly related to the purchase of your principal residence
(excluding mortgage payments);

     (c)  The payment of tuition and related educational fees for the next
twelve (12) months of post-secondary education for yourself, your spouse or
dependent;

     (d)  The payment necessary to prevent your eviction from your principal
residence or foreclosure on the mortgage of your principal residence.

     A distribution will be made from your account, but only if you certify and
agree that all of the following conditions are satisfied:

     (a)  The distribution is not in excess of the amount of your immediate and
heavy financial need. The amount of your immediate and heavy financial need may
include any amounts necessary to pay any federal, state, or local income taxes
or penalties reasonably anticipated to result from the distribution;

     (b)  You have obtained all distributions, other than hardship
distributions, and all nontaxable (at the time of the loan) loans currently
available under all plans maintained by your Employer;

     (c)  Your elective contributions and employee contributions will be
suspended for at least twelve (12) months after your receipt of the hardship
distribution; and

     (d)  You will not make elective contributions for your taxable year
immediately following the taxable year of the hardship distribution, except to
the extent permitted by the Plan.

4    In addition to these rules, there are restrictions placed on hardship
distributions which are made from certain accounts. These accounts are generally
the accounts which receive your salary reduction contributions and other
Employer contributions which are used to satisfy special rules that apply to
401(k) plans. Any hardship distribution from these accounts will be limited, as
of the date of the distribution, to your total salary reduction contributions,
reduced by the amount of any previous distribution made to you from these
accounts. Ask your Administrator if you need further details.


                                      VI
                             YEAR OF SERVICE RULES

1.   YEAR OF SERVICE AND HOUR OF SERVICE

     The term "Year of Service" is used throughout this Summary Plan Description
and throughout your Plan.

          You will have completed a Year of Service for vesting purposes if you
are credited with 1000 Hours of Service during a Plan Year, even if you were not
employed on the first or last day of the Plan Year.

                                       12
<PAGE>

     For purposes of determining whether you have completed a Year of Service
where the computation period is based upon a short Plan Year, your Administrator
will notify you of the number of the Hours of Service that are required and the
method of calculating a Year of Service.

     An "Hour of Service" has a special meaning for Plan purposes. You will be
credited with an Hour of Service for:

     (a)  each hour for which you are directly or indirectly compensated by your
Employer for the performance of duties during the Plan Year;

     (b)  each hour for which you are directly or indirectly compensated by your
Employer for reasons other than performance of duties (such as vacation,
holidays, sickness, disability, lay-off, military duty, jury duty or leave of
absence during the Plan Year); and

     (c)  each hour for back pay awarded or agreed to by your Employer.

     You will not be credited for the same Hours of Service both under (a) or
(b), as the case may be, and under (c).

2.   1-Year Break in Service

     A 1-Year Break in Service is a computation period during which you have not
completed more than 500 Hours of Service with your Employer.

     A 1-Year Break in Service does NOT occur, however, in the computation
period in which you enter or leave the Plan for reasons of:

     (a)  an authorized leave of absence;

     (b)  certain maternity or paternity absences.

     The Administrator will be required to credit you with Hours of Service for
a maternity or paternity absence. These are absences taken on account of
pregnancy, birth, or adoption of your child. No more than 501 Hours of Service
shall be credited for this purpose and these Hours of Service shall be credited
solely to avoid your incurring a 1-Year Break in Service. The Administrator may
require you to furnish proof that your absence qualifies as a maternity or
paternity absence.

     These break in service rules may be illustrated by the following example:

     Employee A works 300 hours in a Plan Year. At the end of the Plan Year,
Employee A will have a 1-Year Break in Service because he has worked less than
501 hours in a Plan Year. Employee B works 300 hours in a Plan Year and takes an
authorized leave of absence for which he is credited with an additional 250
hours. Employee B will NOT have a 1-Year Break in Service because he is credited
with more than 500 hours in a Plan Year.

     If you are reemployed after a 1-Year Break in Service and were vested in
any portion of your account derived from Employer contributions, you will
receive credit for all Years of Service credited to you before your 1-Year Break
in Service. For example:

     Suppose Employee A terminated employment with 4 Years of Service and was
vested in a portion of his account. Employee A was then reemployed after a 1-
Year Break in Service on January 1, 2002. Employee A will be credited with his 4
years of pre-break service upon reemployment.

                                       13
<PAGE>

     If you do not have a "vested interest" in the Employer contributions
allocated to your account when you terminate your employment, you will lose
credit for your pre-break Years of Service when your consecutive 1-Year Breaks
in Service equal or exceed the greater of 5 years, or your pre-break Years of
Service. For example:

     Employee A terminated employment on January 1, 2000 with 2 Years of
Service. Employee A was not vested at the time of his employment. Employee A
returns to work on January 1, 2003. Employee A will be credited with his 2 pre-
break Years of Service because his period of termination (3 years) did not
exceed 5 years.


                                      VII
                         YOUR PLAN'S "TOP HEAVY RULES"

Explanation of "Top Heavy Rules"

     A 401(k) Profit Sharing Plan that primarily benefits "key employees" is
called a "top heavy plan." Key employees are certain owners or officers of your
Employer. A Plan is a top heavy plan when more than 60% of the contributions or
benefits have been allocated to key employees.

     Each year, the Administrator is responsible for determining whether your
Plan is a "top heavy" plan.

     If your Plan becomes top heavy in any Plan Year, then non-key employees
will be entitled to certain "top heavy minimum benefits", and other special
rules will apply. Among these top heavy rules are the following:

     (a)  Your Employer may be required to make a contribution equal to 3% of
your compensation to your account

     (b)  The vesting schedule outlined in the Article and Section in this
Summary entitled "BENEFITS UNDER YOUR PLAN: Vesting in Your Plan" will apply.

     (c)  if you are a participant in more than one plan, you may not be
entitled to minimum benefits under both Plans.


                                     VIII
                   CLAIMS BY PARTICIPANTS AND BENEFICIARIES

     Benefits will be paid to participants and their beneficiaries without the
necessity of formal claims. You or your beneficiaries, however, may make a
request for any Plan benefits to which you may be entitled. Any such request
must be made in writing, and it should be made to the Administrator. (See the
Article in this Summary entitled GENERAL INFORMATION ABOUT YOUR PLAN.)

     Your request for Plan benefits shall be considered a claim for Plan
benefits, and it will be subject to a full and fair review. If your claim is
wholly or partially denied, the Administrator will furnish you with a written
notice of this denial. This written notice must be provided to you within a
reasonable period of time (generally 90 days) after the receipt of your claim by
the Administrator. The written notice must contain the following information:

     (a)  the specific reason or reasons for the denial;

                                       14
<PAGE>

     (b)  specific reference to those Plan provisions on which the denial is
based;

     (c)  a description of any additional information or material necessary to
correct your claim and an explanation of why such material or information is
necessary; and

     (d)  appropriate information as to the steps to be taken if you or your
beneficiary wishes to submit your claim for review.

     If notice of the denial of a claim is not furnished to you in accordance
with the above within a reasonable period of time, your claim will be deemed
denied. You will then be permitted to proceed to the review stage described in
the following paragraphs.

     If your claim has been denied, and you wish to submit your claim for
review, you must follow the Claims Review Procedure.

The Claims Review Procedure

     (a)  Upon the denial of your claim for benefits, you may file your claim
for review, in writing, with the Administrator.

     (b)  YOU MUST FILE THE CLAIM FOR REVIEW NO LATER THAN 60 DAYS AFTER YOU
HAVE RECEIVED WRITTEN NOTIFICATION OF THE DENIAL OF YOUR CLAIM FOR BENEFITS, OR
IF NO WRITTEN DENIAL OF YOUR CLAIM WAS PROVIDED, NO LATER THAN 60 DAYS AFTER THE
DEEMED DENIAL OR YOUR CLAIM.

     (c)  You may review all pertinent documents relating to the denial of your
claim and submit any issues and comments, in writing, to the Administrator.

     (d)  Your claim for review must be given a full and fair review. If your
claim is denied, the Administrator must provide you with written notice of this
denial within 60 days after the Administrator's receipt of your written claim
for review. There may be times when this 60 day period may be extended. This
extension may only be made, however, where there are special circumstances which
are communicated to you in writing within the 60 day period. If there is an
extension, a decision shall be made as soon as possible, but not later than 120
days after receipt by the Administrator of your claim for review.

     (e)  The Administrator's decision on your claim for review will be
communicated to you in writing and will include specific references to the
pertinent Plan provisions on which the decision was based.

     (f)  If the Administrator's decision on review is not furnished to you
within the time limitations described above, your claim will be deemed denied on
review.

     (g)  If benefits are provided or administered by an insurance company,
insurance service, or other similar organization which is subject to regulation
under the insurance laws, the claims procedure relating to these benefits may
provide for review. If so, that company, service, or organization will be the
entity to which claims are addressed. if you have any questions regarding the
proper person or entity to address claims, you should ask the Administrator.

                                       15
<PAGE>

                                      IX
                           STATEMENT OF ERISA RIGHTS

EXPLANATION OF YOUR ERISA RIGHTS

     As a participant in this Plan you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974, also
called ERISA. ERISA provides that all Plan participants are entitled to:

     (a)  examine, without charge, all Plan documents, including:

          (1)  insurance contracts;

          (2)  collective bargaining agreements; and

          (3) copies of all documents filed by the Plan with the U.S. Department
of Labor, such as detailed annual reports and Plan descriptions.

          This examination may take place at the Administrator's office and at
other specified employment locations of the Employer. (See the Article in this
Summary entitled "GENERAL INFORMATION ABOUT YOUR PLAN");

     (b)  obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Administrator may make a
reasonable charge for the copies;

     (c)  receive a summary of the Plan's annual financial report. The
Administrator is required by law to furnish each participant with a copy of this
summary annual report;

     (d)  obtain a statement telling you whether you have a right to receive a
retirement benefit at Normal Retirement Age and, if so, what your benefits would
be at Normal Retirement Age if you stop working under the Plan now. If you do
not have a right to a retirement benefit, the statement will tell you how many
years you have to work to get a right to a retirement benefit. THIS STATEMENT
MUST BE REQUESTED IN WRITING AND IS NOT REQUIRED TO BE GIVEN MORE THAN ONCE A
YEAR. The Plan must provide the statement free of charge.

     In addition to creating rights for Plan participants, ERISA imposes duties
upon the people who are responsible for the operation of the Plan. The people
who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so
prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including your Employer or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining a
pension benefit or exercising your rights under ERISA.

     If your claim for a retirement benefit is denied in whole or in part, you
must receive a written explanation of the reason for the denial. You have the
right to have the Administrator review and reconsider your claim.  (See the
Article in this Summary entitled "CLAIMS BY PARTICIPANTS AND BENEFICIARIES.")

     Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive them within
30 days, you may file suit in a federal court. In such a case, the court may
require the Administrator to provide the materials and pay you up to $100.00 a
day until you receive the materials, unless the materials were not sent because
of reasons beyond the control of the Administrator.

                                       16
<PAGE>

     If you have a claim for benefits which is denied or ignored, in whole or in
part, you may file suit in a state or federal court.

     If the Plan's fiduciaries misuse the Plan's money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal court. The court
will decide who should pay court costs and legal fees. If you are successful,
the court may order the person you have sued to pay these costs and fees. If you
lose, the court may order you to pay these costs and fees if, for example, it
finds your claim is frivolous.

     If you have any questions about this statement, or about your rights under
ERISA, you should contact the nearest Area Office of the U.S Labor-Management
Services Administration, Department of Labor.


                                       X
                    AMENDMENT AND TERMINATION OF YOUR PLAN

1.   AMENDMENT

     Your Employer has the right to amend your Plan at any time. Any such
amendment shall be adopted by formal action of the Employer and executed by an
individual authorized to act on behalf of the Employer. In no event, however,
will any amendment:

     (a)  authorize or permit any part of the Plan assets to be used for
purposes other than the exclusive benefit of participants or their
beneficiaries; or

     (b)  cause any reduction in the amount credited to your account.

2.   TERMINATION

     Your Employer has the right to terminate the Plan at any time. Upon
termination, all amounts credited to your accounts will be 100% vested. A
complete discontinuance of contributions by your Employer will constitute a
termination.

                                      XI
                                     LOANS

     You may apply to the Administrator for a loan from the Plan. Your
application must be in writing on forms which the Administrator will provide to
you. The Administrator may also request that you provide additional information,
such as financial statements, tax returns, and credit reports. After considering
your application, the Administrator may, in its discretion, determine that you
qualify for the loan. The Administrator will inform the Trustee that you
qualify. The Trustee may then review the Administrator's determination and make
a loan to you if it is a prudent investment for the Plan.

LOAN REQUIREMENTS

     There are various rules and requirements that apply for any loan. These
rules are outlined in this section.  In addition, your Employer has established
a written loan program which explains these requirements in more detail. You can
request a copy of the loan program from the Administrator. Generally, the rules
for loans include the following:

                                       17
<PAGE>

     (a)  Loans must be made available to all participants and their
beneficiaries on a uniform and nondiscriminatory basis.

     (b)  All loans must be adequately secured. You may use up to one-half (1/2)
of your vested account balance under the Plan as security for the loan. The Plan
may also require that repayments on the loan obligation be by payroll reduction.

     (c)  All loans must bear a reasonable rate of interest. The interest rate
must be one a bank or other professional lender would charge for making a loan
in a similar circumstance.

     (d)  All loans must have a definite repayment period which provides for
payment to be made not less frequently than quarterly, and for the loan to be
amortized on a level basis over a reasonable period of time, not to exceed five
(5) years. However, if you use the loan to acquire your principal residence, you
may repay the loan over a reasonable period of time that may be longer than five
(5) years.

     (e)  All loans will be considered a directed investment from your account
under the Plan. All payments of principal and interest by you on a loan shall be
credited to your account.

     (f)  The amount the Plan may loan to you is limited by rules under the
Internal Revenue Code. All loans, when added to the outstanding balance of all
other loans from the Plan, will be limited to the lesser of:

          (1)  $50,000 reduced by the excess, if any, of your highest
outstanding balance of loans from the Plan during the one-year prior period to
the date of the loan over your current outstanding balance of loans; or

          (2)  1/2 of your vested account balance.

     The $50,000 limit stated in (1) above will not be reduced for loans made on
or before December 31, 1986.

     Also, no loan in an amount less than $1,000 will be made.

     (g)  If you fail to make payments when they are due under the loan, you
will be considered to be "in default." The Trustee would then have authority to
take all reasonable actions to collect the balance owing on the loan. This could
include filing a lawsuit or foreclosing on the security for the loan. Under
certain circumstances, a loan that is in default may be considered a
distribution from the Plan, and could result in taxable income to you. In any
event, your failure to repay a loan will reduce the benefit you would otherwise
be entitled to from the Plan.

                                       18
<PAGE>

                            ADOPTION AGREEMENT FOR
                       AMERICAN CAPITAL MARKETING, INC.
                    NON-STANDARDIZED 401(k) PROFIT SHARING
                                PLAN AND TRUST

     The undersigned Employer adopts the American Capital Marketing, Inc.
Non-Standardized 401 (k) Profit Sharing Plan for those Employees who shall
qualify as Participants hereunder, to be known as the

A1   Channell Commercial Corporation 401(k) Plan
     -------------------------------------------
     (Enter Plan Name)

It shall be effective as of the date specified below. The Employer hereby
selects the following Plan specifications:

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

EMPLOYER INFORMATION
--------------------

B1   Name of Employer          Channell Commercial Corporation
                               -------------------------------

B2   Address                   26040 Ynez Rd.
                               --------------
                               Temecula, CA 92591
                               ------------------
                               City,  State  Zip

     Telephone                 (909)694-9160
                               -------------

B3   Employer Identification Number   95-2453261
                                      ----------

B4   Date Business Commenced          1966
                                      ----

B5   TYPE OF ENTITY

     a.    [_]   S Corporation    b.    [_]   Professional Service Corporation

     c.    [X]   Corporation      d.    [_]   Sole Proprietorship

     e.    [_]   Partnership      f.    [_]   Other ____________________

     AND, is the Employer a member of....

     g.  a controlled group?   [X] Yes  [_]  No

     h.  an affiliated service group?   [_] Yes  [X]  No

B6   NAME(S) OF TRUSTEE(S)

     a.   Van Kampen American Capital Trust Company
        --------------------------------------------

     b. --------------------------------------------

     c. --------------------------------------------

     d. --------------------------------------------

B7   TRUSTEE'S ADDRESS

     a.  [_]   Use Employer Address

     b.  [X]   Address                 2800 Post Oak Blvd.
                                       --------------------------------
                                       Street


                                       Houston,    TX     77056
                                       --------------------------------
                                       City        State         Zip


              Copyright 1990-N American Capital Marketing, Inc.

<PAGE>

B8   LOCATION OF EMPLOYER'S PRINCIPAL OFFICE:

     a. [X] state  b. [_] commonwealth of c. California and this Plan and Trust
                                              ----------
        shall be governed under the same.

B9   EMPLOYER FISCAL YEAR means the 12 consecutive month period: Commencing on

     a. January 1 (e.g., January 1st) and ending on b. December 31.
        ---------                                      -----------
        month day                                       month day

PLAN INFORMATION
----------------

C1   EFFECTIVE DATE  This Adoption Agreement of the American Capital Marketing,
     Inc. Non-Standardized 401(k) Profit Sharing Plan and Trust shall:

     a.   [_]  establish a new Plan and Trust effective as of ___ (hereinafter
               called the "Effective Date").
     b.   [X]  constitute an amendment and restatement in its entirety of a
               previously established qualified Plan and Trust of the Employer
               which was effective 2/1/86 (hereinafter called the "Effective
                                   ------
               Date"). Except as specifically provided in the Plan, the
               effective date of this amendment and restatement is 10/1/97 (For
                                                                   -------
               TRA '86 amendments, enter the first day of the first Plan Year
               beginning in 1989).

C2   PLAN YEAR means the 12 consecutive month period: Commencing on a. January 1
                                                                       ---------
     (e.g., January 1st) and ending on b. December 31.
                                          -----------

     IS THERE A SHORT PLAN YEAR?  c. [X] No  d. [_] Yes, beginning ________ and
     ending ________.

C3   ANNIVERSARY DATE of Plan (Annual Valuation Date)  a. December 31
                                                          -----------
                                                           month day

C4   PLAN NUMBER assigned by the Employer (select one)

     a.   [X]   001   b.   [_]   002   c.   [_]   003   d.   [_]   Other ____.

C5   NAME OF PLAN ADMINISTRATOR (Document provides for the Employer to appoint
     an Administrator. If none is named, the Employer will become the
     Administrator.)

     a.   [X]   Employer (Use Employer Address)
     b.   [_]   Name      ________________________________________
                Address   ________________________________________
                          ________________________________________
                          City            State     Zip
                Telephone _______________ Administrator's I.D. Number _________

C6   PLAN'S AGENT FOR SERVICE OF LEGAL PROCESS

     a.   [X]   Employer (Use Employer Address)
     b.   [_]   Name      ________________________________________
                Address   ________________________________________
                          ________________________________________
                          City            State     Zip

                                       2
<PAGE>

ELIGIBILITY, VESTING AND RETIREMENT AGE
---------------------------------------

D1     ELIGIBLE EMPLOYEES (Plan Section 1.15) shall mean:

       a.  [_]    all Employees who have satisfied the eligibility requirements.
       b.  [X]    all Employees who have satisfied the eligibility requirements
                  except those checked below:

                  1.    [_]   Employees paid by commission only.
                  2.    [_]   Employees hourly paid.
                  3.    [_]   Employees paid by salary.
                  4.    [X]   Employees whose employment is governed by a
                              collective bargaining agreement between the
                              Employer and "employee representatives" under
                              which retirement benefits were the subject of good
                              faith bargaining. For this purpose, the term
                              "employee representatives" does not include any
                              organization more than half of whose members are
                              employees who are owners, officers, or executives
                              of the Employer.

                  5.    [_]   Highly Compensated Employees.
                  6.    [X]   Employees who are nonresident aliens 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)).

                  7.    [_]   Other _________________________________________

       NOTE: For purposes of this section, the term Employee shall include all
       Employees of this Employer and any leased employees deemed to be
       Employees under Code Section 414(n) or 414(o).

D2     EMPLOYEES OF AFFILIATED EMPLOYERS (Plan Section 1.16)

       Employees of Affiliated Employers:

       a.  [X]    will not or N/A
       b.  [_]    will

       be treated as Employees of the Employer adopting the Plan.

       NOTE: If D2b is elected each Affiliated Employer should execute this
             Adoption Agreement as a Participating Employer.

D3     HOURS OF SERVICE (Plan Section 1.31) will be determined on the basis of
       the method selected below. Only one method may be selected. The method
       selected will be applied to all Employees covered under the Plan.

       a.  [X]    On the basis of actual hours for which an Employee is paid or
                  entitled to payment.
       b.  [_]    On the basis of days worked. An Employee will be credited with
                  ten (10) Hours of Service if under the Plan such Employee
                  would be credited with at least one (1) Hour of Service
                  during the day.
       c.  [_]    On the basis of weeks worked. An Employee will be credited
                  forty-five (45) Hours of Service if under the Plan such
                  Employee would be credited with at least one (1) Hour of
                  Service during the week.
       d.  [_]    On the basis of semi-monthly payroll periods. An Employee will
                  be credited with ninety-five (95) Hours of Service if under
                  the Plan such Employee would be credited with at least one (1)
                  Hour of Service during the semi-monthly payroll period.
       e.  [_]    On the basis of months worked. An Employee will be credited
                  with one hundred ninety (190) Hours of Service if under the
                  Plan such Employee would be credited with at least one (1)
                  Hour of Service during the month.

                                       3

<PAGE>


D4    CONDITIONS OF ELIGIBILITY (Plan Section 3.1) (Check either a OR b and c,
      and if applicable, d) Any Eligible Employee will be eligible to
      participate in the Plan if such Eligible Employee has satisfied the
      service and age requirements, if any, specified below:

      a.   [ ]     NO AGE OR SERVICE REQUIRED.
      b.   [x]     SERVICE REQUIREMENT. (may not exceed 1 year.)

                   1.  [ ]  None
                   2.  [ ]  1/2 Year of Service
                   3.  [ ]  1 Year of Service
                   4.  [x]  Other 90 Days of Service
                                  ------------------

     Note: If the Year(s) of Service selected is or includes a fractional year,
     an Employee will not be required to complete any specified number of Hours
     of Service to receive credit for such fractional year. If expressed in
     Months of Service, an Employee will not be required to complete any
     specified number of Hours of Service in a particular month.


     c.  [x]       AGE REQUIREMENT (may not exceed 21)

                   1.  [ ]  N/A - No Age Requirement.
                   2.  [ ]  20 1/2
                   3.  [ ]  21
                   4.  [x]  Other 18
                                  --

     d.  [ ]       FOR NEW PLANS ONLY - Regardless of any of the above age or
                   service requirements, any Eligible Employee who was employed
                   on the Effective Date of the Plan shall be eligible to
                   participate hereunder and shall enter the Plan as of such
                   date.


D5   EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2) An Eligible Employee
     shall become a Participant as of:

     a.  [ ]       the first day of the Plan Year in which he met the
                   requirements
     b.  [ ]       the first day of the Plan Year in which he met the
                   requirements, if he met the requirements in the first 6
                   months of the Plan Year, or as of the first day of the next
                   succeeding Plan Year if he met the requirements in the last
                   6 months of the Plan Year.
     c.  [ ]       the earlier of the first day of the seventh month or the
                   first day of the Plan Year coinciding with or next following
                   the date on which he met the requirements.
     d.  [ ]       the first day of the Plan Year next following the date on
                   which he met the requirements. (Eligibility must be 1/2 Year
                   of Service, or less or 1 1/2 Years of Service or less if 100%
                   immediate vesting is selected, and age 20 1/2 or less.)
     e.  [ ]       the first day of the month coinciding with or next following
                   the date on which he met the requirements.
     f.  [x]       Other: January 1st, April 1st, July 1st, October 1st
                          ---------------------------------------------
                   coinciding with or next following meeting the requirements,
                   ----------------------------------------------------------
                   provided that an Employee who has satisfied the maximum age
                   and service requirements that are permissible in Section D4
                   above and who is otherwise entitled to participate, shall
                   commence participation no later than the earlier of (a) 6
                   months after such requirements are satisfied, or (b) the
                   first day of the first Plan Year after such requirements are
                   satisfied, unless the Employee separates from service before
                   such participation date.


                                       4


<PAGE>

D6      VESTING OF PARTICIPANT'S INTEREST (Plan Section 6.4(b))  the vesting
        schedule, based on number of Years of Service, shall be as follows:

        a.  [ ]      100% upon entering Plan.  (Required if eligibility
                     requirement is greater than one (1) Year of Service.)

        b.  [ ] 0-2  years    0%                     c. [ ] 0-4 years    0%
                  3  years  100%                              5 years  100%

        d.  [ ] 0-1  years    0%                     e. [ ]   1 year    25%
                  2  years   20%                              2 years   50%
                  3  years   40%                              3 years   75%
                  4  years   60%                              4 years  100%
                  5  years   80%
                  6  years  100%

*       f.  [x]   1  year    20%                     g. [ ] 0-2 years    0%
                  2  years   40%                              3 years   20%
                  3  years   60%                              4 years   40%
                  4  years   80%                              5 years   60%
                  5  years  100%                              6 years   80%
                                                              7 years  100%

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

                            Years of Service            Percentage

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

D7  FOR AMENDED PLANS (Plan Section 6.4(f)) If the vesting schedule has been
    amended to a less favorable schedule, enter the pre-amended schedule below:


**     a. [X]   Vesting schedule has not been amended or amended schedule is
                more favorable in all years.

***    b. [X]              Years of Service            Percentage

                               2 Years                     100%
                           ------------------       -----------------
                           ------------------       -----------------
                           ------------------       -----------------
                           ------------------       -----------------
                           ------------------       -----------------
                           ------------------       -----------------


*This vesting schedule will be effective as of October 1, 1997.
**For Channell Commercial Corporation 401(k) Savings Plan the 7-year vesting
schedule will apply through September 30, 1997 for Matching contributions, if
any.
***Prior to October 1, 1997, the Channell Commercial Corporation Profit Sharing
Plan vested all participants 100% upon entering the Plan in their Profit Sharing
contribution account and will continue to be 100% vested in their Profit Sharing
contribution account. Effective October 1, 1997, all employees who had not
previously become a participant in the Channell Commerical Corporation Profit
Sharing Plan will vest under the schedule chosen in D6f.

                                       5





<PAGE>

D8     TOP HEAVY VESTING (Plan Section 6.4(c)) If this Plan becomes a Top Heavy
       Plan, the following vesting schedule, based on number of Years of
       Service, for such Plan Year and each succeeding Plan Year, whether or not
       the Plan is a Top Heavy Plan, shall apply and shall be treated as a Plan
       amendment pursuant to this Plan. Once effective, this schedule shall also
       apply to any contributions made prior to the effective date of Code
       Section 416 and/or before the Plan became a Top Heavy Plan.

       a.   [X]   N/A (D6a, b, d, e or f was selected)

       b.   [_]   0-1 year        0%               c. [_]   0-2 years       0%
                    2 years      20%                          3 years     100%
                    3 years      40%
                    4 years      60%
                    5 years      80%
                    6 years     100%

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

D9     VESTING (Plan Section 6.4(h)) In determining Years of Service for vesting
       purposes, Years of Service attributable to the following shall be
       EXCLUDED:

       a.   [_]   Service prior to the Effective Date of the Plan or a
                  predecessor plan.
                  b.  [X]    N/A
       c.   [X]   Service prior to the time an Employee attained age 18.
                  d.  [ ]    N/A

D10    PLAN SHALL RECOGNIZE SERVICE WITH PREDECESSOR EMPLOYER

       a.   [X]   No.
       b.   [_]   Yes: Years of Service with ___________________________________
                  shall be recognized for the purpose of this Plan.

       NOTE: If the predecessor Employer maintained this qualified Plan, then
       Years of Service with such predecessor Employer shall be recognized
       pursuant to Section 1.74 and b. must be marked.

D11    NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.42) means:

       a.  [_]    the date a Participant attains his _____ birthday. (not to
                  exceed 65th)
       b.  [X]    the later of the date a Participant attains his 65th birthday
                                                                  ----
                  (not to exceed 65th) or the c. 5th (not to exceed 5th)
                                                 ---
                  anniversary of the first day of the Plan Year in which
                  participation in the Plan commenced.

D12    NORMAL RETIREMENT DATE (Plan Section 1.43) shall commence:

       a.  [X]    as of the Participant's "NRA".

       OR (must select b. or c. AND 1. or 2.)

       b.  [_]    as of the first day of the month...
       c.  [_]    as of the Anniversary Date...
                  1.   [_]   coinciding with or next following the Participant's
                             "NRA".
                  2.   [_]   nearest the Participant's "NRA".


                                       6







<PAGE>

D13    EARLY RETIREMENT DATE  (Plan Section 1.12) means the:

       a.   [X]   No Early Retirement provision provided.
       b.   [_]   date on which a Participant...
       c.   [_]   first day of the month coinciding with or next following the
                  date on which a Participant...
       d.   [_]   Anniversary Date coinciding with or next following the date on
                  which a Participant...

       AND, if b, c or d was selected...

                  1.   [_]   attains his ______ birthday and has
                  2.   [_]   completed at least ______ Years of Service.

CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS
--------------------------------------------

E1     a.   COMPENSATION (Plan Section 1.9) with respect to any Participant
            means:

            1.   [_]   "415 Compensation."
            2.   [X]   Compensation reportable as wages on Form W-2.

       b.   COMPENSATION shall be

            1.   [X]   actually paid (must be selected if Plan is integrated)
            2.   [_]   accrued

       c.   HOWEVER, FOR NON-INTEGRATED PLANS, Compensation shall exclude
            (select all that apply):

            1.   [_]   N/A. No exclusions
            2.   [X]   overtime
            3.   [X]   bonuses
            4.   [X]   commissions
            5.   [X]   other Compensation in excess of the dollar limitation
                             -----------------------------------------------
                       specified in IRC 414(q)(1)(B)(i)
                       --------------------------------

       d.   FOR PURPOSES OF THIS SECTION E1, Compensation shall be based on:

            1.   [X]   the Plan Year.
            2.   [_]   the Fiscal Year coinciding with or ending within the
                       Plan Year.
            3.   [_]   the Calendar Year coinciding with or ending within the
                       Plan Year.

       NOTE: The Limitation Year shall be the same as the year on which
             Compensation is based.

       e.   HOWEVER, for an Employee's first year of participation, Compensation
            shall be recognized as of:

            1.   [X]   the first day of the Plan Year.
            2.   [_]   the date the Participant entered the Plan.

       f.   IN ADDITION, COMPENSATION and "414(s) Compensation"

            1.   [X]   shall
            2.   [_]   shall not

            include compensation which is not currently includible in the
            Participant's gross income by reason of the application of Code
            Sections 125, 402)a)(8), 402(h)(1)(B), or 403(b).

                                       7
<PAGE>

E2      SALARY REDUCTION ARRANGEMENT - ELECTIVE CONTRIBUTION (Plan Section 4.2)
        Each Employee may elect to have his Compensation reduced by:

        a.    [ ]     ______%

        b.    [x]     up to 15%
                            --
        c.    [ ]     from    %  to      %
                          ----      ----
        d.    [ ]     up to the maximum percentage allowable not to exceed the
                      limits of Code Sections 401(k), 404 and 415.
        AND...

        e.    [x]     A Participant may elect to commence salary reductions as
                      of any January 1st, April 1st, July 1st, or October 1st
                         ----------------------------------------------------
                      (ENTER AT LEAST ONE DATE OR PERIOD). A Participant may
                      modify the amount of salary reductions as of each January
                                                                   ------------
                      1st, April 1st, July 1st or October 1st (ENTER AT LEAST
                      ---------------------------------------
                      ONE DATE OR PERIOD).

        AND...

        Shall cash bonuses paid within 2 1/2 months after the end of the Plan
        Year be subject to the salary reduction election?

        f.    [ ]     Yes
        g.    [x]     No

E3      FORMULA FOR DETERMINING EMPLOYER'S MATCHING CONTRIBUTION (Plan Section
        4.1(b))

        a.    [ ]     N/A. There shall be no matching contributions.
        b.    [ ]     The Employer shall make matching contributions equal to
                      _____% (e.g. 50%) of the Participant's salary reductions.
        c.    [x]     The Employer may make matching contributions equal to a
                      discretionary percentage, to be determined by the
                      Employer, of the Participant's salary reductions.
        d.    [ ]     The Employer shall make matching contributions equal to
                      the sum of ______% of the portion of the Participant's
                      salary reduction which does not exceed ______% of the
                      Participant's Compensation plus __% of the portion of the
                      Participant's salary reduction which exceeds __% of the
                      Participant's Compensation, but does not exceed ______% of
                      the Participant's Compensation.
        e.    [ ]     The Employer shall make matching contributions equal to
                      the percentage determined under the following schedule:


                             Participant's Total         Matching Percentage
                              Years of Service

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

FOR PLANS WITH MATCHING CONTRIBUTIONS
-------------------------------------

         f.    [x]    Matching contributions g. [ ] shall h. [x] shall not be
                      used in satisfying the deferral percentage tests. (If
                      used, full vesting and restrictions on withdrawals will
                      apply and the match will be deemed to be an Elective
                      Contribution).
         i     [ ]    Shall a Year of Service be required in order to share
                      in the matching contributions?

                      With respect to Plan Years beginning after 1989...

                      1.  [ ]  Yes (Could cause Plan to violate minimum
                               participation and coverage requirements under
                               Code Sections 401(a)(26) and 410)
                      2.  [x]  No

                      With respect to Plan Years beginning after 1990...

                      1.  [x]  N/A New Plan or same as years beginning after
                               1989.
                      2.  [ ]  Yes
                      3.  [ ]  No

         j    [ ]     In determining matching contributions, only salary
                      reductions up to _______% of a Participant's Compensation
                      will be matched.   k.  [x] N/A


                                       8
<PAGE>

     l.   [ ]  The matching contribution made on behalf of a Participant for any
               Plan Year shall not exceed  $_____. m.   [X]   N/A
     n.   [X]  Matching contributions shall be made on behalf of
               1.   [X]  all Participants.
               2.   [ ]  only Non-Highly Compensated Employees.

E4   WILL A DISCRETIONARY EMPLOYER CONTRIBUTION BE PROVIDED (OTHER THAN A
     DISCRETIONARY MATCHING OR QUALIFIED NON-ELECTIVE CONTRIBUTION (Plan Section
     4.1)?

     a.   [ ]  No.
     b.   [ ]  Yes, the Employer may make a discretionary contribution out of
               its current or accumulated Net Profit.
     c.   [X]  Yes, the Employer may make a discretionary contribution which is
               not limited to its current or accumulated Net Profit.

     IF YES (b. or c. is selected above), the Employer's discretionary
     contribution shall be allocated as follows:

     d.   [X]  FOR A NON-INTEGRATED PLAN:  The Employer discretionary
               contribution for the Plan Year shall be allocated in the same
               ratio as each Participant's Compensation bears to the total of
               such Compensation of all Participants.

     e.   [ ]  FOR AN INTEGRATED PLAN:  The Employer discretionary contribution
               for the Plan Year shall be allocated in accordance with Plan
               Section 4.4(b)(3) based on a Participant's Compensation in
               excess of:

          f.   [ ]  The Taxable Wage Base.
          g.   [ ]  The greater of $10,000 or 20% of the Taxable Wage Base.
          h.   [ ]  _____% of the Taxable Wage Base. (See Note below)
          i.   [ ]  $___________. (see Note below)

     NOTE:  The integration percentage of 5.7% shall be reduced to:
          1.   4.3% if h. or i. above is more than 20% and less than or equal to
               80% of the Taxable Wage Base.
          2.   5.4% if h. or i. above is less than 100% and more than 80% of the
               Taxable Wage Base.

E5   QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section 4.1)

     a.   [ ]  N/A.  There shall be no Qualified Non-Elective Contributions
               except as provided in Section 4.6 and 4.8.
     b.   [ ]  The Employer shall make a Qualified Non-Elective Contribution
               equal to _____% of the total Compensation of all Participants
               eligible to share in the allocations.
     c.   [X]  The Employer may make a Qualified Non-Elective Contribution in an
               amount to be determined by the Employer.

E6   FORFEITURES (Plan Section 4.4(e))

     a.   Forfeitures of contributions other than matching contributions shall
          be...

               1.   [X]  added to the Employer's contribution under the Plan.
               2.   [ ]  allocated to all Participants eligible to share in the
                         allocations in the same proportion that each
                         Participant's Compensation for the year bears to the
                         Compensation of all Participants for such year.

     b.   Forfeitures of matching contributions shall be...

               1.   [ ]  N/A.  No matching contributions or match is fully
                         vested.
               2.   [X]  used to reduce the Employer's matching contribution.
               3.   [ ]  allocated to all Participant's eligible to share in the
                         allocations in proportion to each such Participant's
                         Compensation for the year.
               4.   [ ]  allocated to all Non-Highly Compensated Employees
                         eligible to share in the allocations in proportion to
                         each such Participant's Compensation for the year.

                                       9
<PAGE>

E7  ALLOCATIONS TO ACTIVE PARTICIPANTS (Plan Section 4.4) with respect to Plan
    Years beginning after 1989, a participant...

    a.     [-]     shall (Plan may become discriminatory)
           [X]     shall not

    be required to complete a Year of Service in order to share in any Non-
    Elective Contributions (other than matching contributions) or Qualified Non-
    Elective Contributions. For Plan Years beginning before 1990, the Plan
    provides that a Participant must complete a Year of Service to share in the
    allocations.

E8  ALLOCATIONS TO TERMINATED PARTICIPANTS (Plan Section 4.4(1))

    Any Participant who terminated employment during the Plan Year (i.e. not
    actively employed on the last day of the Plan Year) for reasons other than
    death, Total and Permanent Disability or retirement:

    a.     With respect to Employer Non-Elective Contributions (other than
           matching), Qualified Non-Elective Contributions, and Forfeitures:

<TABLE>
<CAPTION>
           1.     For Plan Years beginning after 1989,
                  <S>    <C>     <C>
                  i.     [_]     N/A, Plan does not provide for such contributions.
                  ii.    [X]     shall share in the allocations provided such Participant completed more than 500 hours of Service.
                  iii.   [_]     shall share in such allocations provided such Participant completed a Year of Service.
                  iv.    [_]     shall not share in such allocations, regardless of Hours of Service.

           2.     For Plan Years beginning before 1990,

                  i.     [X]     N/A, new Plan, or same as for Plan Years beginning after 1989.
                  ii.    [_]     shall share in such allocations provided such Participant completed a Year of Service.
                  iii.   [_]     shall not share in such allocations, regardless of Hours of Service.

    NOTE:  If a.1.iii or iv is selected, the Plan could violate minimum participation and coverage requirements under Code Sections
    401(a)(26) and 410.

    b.     With respect to the allocation of Employer Matching Contributions, a Participant:

           1.     For Plan Years beginning after 1989,

                  i.     [_]     N/A, Plan does not provide for matching contributions.
                  ii.    [X]     shall share in the allocations, regardless of Hours of Service.
                  iii.   [_]     shall share in the allocations provided such Participant completed more than 500 Hours of Service.
                  iv.    [_]     shall share in such allocations provided such Participant completed a Year of Service.
                  v.     [_]     shall not share in such allocations, regardless of Hours of Service.

           2.     For Plan Years beginning before 1990,

                  i.     [X]     N/A, new Plan, or same as years beginning after 1989.
                  ii.    [_]     shall share in the allocations, regardless of Hours of Service.
                  iii.   [_]     shall share in such allocations provided such participant completed a Year of Service.
                  iv.    [_]     shall not share in such allocations, regardless of Hours of Service.

     NOTE: If b.1.iv or v is selected, the Plan could violate minimum participation and coverage requirements under Code Sections
     401(a)(26) and 410.
</TABLE>


                                      10
<PAGE>

E9   ALLOCATIONS OF EARNINGS (Plan Section 4.4(c))

     Allocations of earnings with respect to amounts contributed to the Plan
     after the previous Anniversary Date or other valuation date shall be
     determined...

     a.   [X]  by using a weighted average.
     b.   [ ]  by treating one-half of all such contributions as being a part of
               the Participant's nonsegregated account balance as of the
               previous Anniversary Date or valuation date
     c.   [ ]  by using the method specified in Section 4.4(c).
     d.   [ ]  other _____________________________________________________

E10  LIMITATIONS OF ALLOCATIONS (Plan Section 4.9)

     a.   If any Participant is or was covered under another qualified defined
          contribution plan maintained by the Employer, other than a Master or
          Prototype Plan, or if the Employer maintains a welfare benefit fund,
          as defined in Code Section 419(e), or an individual medical account,
          as defined in Code Section 415(1)(2), under which amounts are treated
          as Annual Additions with respect to any Participant in this Plan:

               1.   [X]  N/A.
               2.   [ ]  The provisions of Section 4.9(b) of the Plan will apply
                         as if the other plan were a Master or Prototype Plan.
               3.   [ ]  Provide the method under which the Plans will limit
                         total Annual additions to the Maximum Permissible
                         Amount, and will properly reduce any Excess Amounts, in
                         a manner that precludes Employer discretion.
                         ___________________________________________________
                         ___________________________________________________

     b.   If any Participant is or ever has been a Participant in a defined
          benefit plan maintained by the Employer:

               1.   [X]  N/A.
               2.   [ ]  In any Limitation Year, the Annual Additions credited
                         to the Participant under this Plan may not cause the
                         sum of the Defined Benefit Plan Fraction and the
                         Defined Contribution Fraction to exceed 1.0. If the
                         Employer's contribution that would otherwise be made on
                         the Participant's behalf during the limitation year
                         would cause the 1.0 limitation to be exceeded, the rate
                         of contribution under this Plan will be reduced so that
                         the sum of the fractions equals 1.0. If the 1.0
                         limitation is exceeded because of an Excess Amount,
                         such Excess Amount will be reduced in accordance with
                         Section 4.9(a)(4) of the Plan.
               3.   [ ]  Provide the method under which the Plans involved will
                         satisfy the 1.0 limitation in a manner that precludes
                         Employer discretion.
                         ___________________________________________________
                         ___________________________________________________

E11  DISTRIBUTIONS UPON DEATH (Plan Section 6.6(h)) Distributions upon the death
     of a Participant prior to receiving any benefits shall...

     a.   [X]  be made pursuant to the election of the Participant or
               beneficiary.
     b.   [ ]  begin within 1 year of death for a designated beneficiary and be
               payable over the life (or over a period not exceeding the life
               expectancy) of such beneficiary, except that if the beneficiary
               is the Participant's spouse, begin within the time the
               Participant would have attained age 70 1/2.
     c.   [ ]  be made within 5 years of death for all beneficiaries.
     d.   [ ]  other ______________________________________________________

E12  LIFE EXPECTANCIES (Plan Section 6.5(f)) for minimum distributions required
     pursuant to Code Section 401(a)(9) shall...

     a.   [ ]  be recalculated at the Participant's election.
     b.   [ ]  be recalculated.
     c.   [X]  not be recalculated.

                                      11
<PAGE>

E13  CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION Distributions upon
     termination of employment pursuant to Section 6.4(a) of the Plan shall not
     be made unless the following conditions have been satisfied:

     a.   [X]  N/A. Immediate distributions may be made at Participant's
               election.
     b.   [_]  The Participant has incurred __ 1-Year Break(s) in Service.
     c.   [_]  The Participant has reached his or her Early or Normal Retirement
               Age.
     d.   [_]  Distributions may be made at the Participant's election on or
               after the Anniversary Date following termination of employment.
     e.   [_]  Other ________________________________________________________

E14  FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6) Distributions under the
     Plan may be made...

     a.        1.   [X]  in lump sums.
               2.   [_]  in lump sums or installments.

     b.   AND, pursuant to Plan Section 6.13,

               1.   [X]  no annuities are allowed (avoids Joint and Survivor
                         rules).
               2.   [_]  annuities are allowed (Plan Section 6.13 shall not
                         apply).

     NOTE: b.1. above may not be elected if this is an amendment to a plan which
     permitted annuities as a form of distribution or if this Plan has accepted
     a plan to plan transfer of assets from a plan which permitted annuities as
     a form of distribution.

     c.   AND may be made in...

               1.   [X]  cash only (except for insurance or annuity contracts).
               2.   [_]  cash or property.

TOP HEAVY REQUIREMENTS
----------------------

F1   TOP HEAVY DUPLICATIONS (Plan Section 4.4(i)): When a Non-Key Employee is a
     Participant in this Plan and a Defined Benefit Plan maintained by the
     Employer, indicate which method shall be utilized to avoid duplication of
     top heavy minimum benefits.

     a.   [X]  The Employer does not maintain a Defined Benefit Plan.
     b.   [_]  A minimum, non-integrated contribution of 5% of each Non-Key
               Employee's total Compensation shall be provided in this Plan, as
               specified in Section 4.4(i). (The Defined Benefit and Defined
               Contribution Fractions will be computed using 100% if this choice
               is selected.)
     c.   [_]  A minimum, non-integrated contribution of 7 1/2% of each Non-Key
               Employee's total Compensation shall be provided in this Plan, as
               specified in Section 4.4(i). (If this choice is selected, the
               Defined Benefit and Defined Contribution Fractions will be
               computed using 125% for all Plan Years in which the Plan is Top
               Heavy, but not Super Top Heavy.)
     d.   [_]  Specify the method under which the Plans will provide top heavy
               minimum benefits for Non-Key Employees that will preclude
               Employer discretion and avoid inadvertent omissions, including
               any adjustments required under Code Section 415(e).

               ---------------------------------------------------------
               ---------------------------------------------------------
               ---------------------------------------------------------
               ---------------------------------------------------------.

F2   PRESENT VALUE OF ACCRUED BENEFIT (Plan Section 2.2) for Top Heavy purposes
     where the Employer maintains a defined Benefit Plan in addition to this
     Plan, shall be based on...

     a.   [X]  N/A. The Employer does not maintain a defined benefit plan.
     b.   [_]  Interest Rate: ____       Mortality Table: ____.


                                      12
<PAGE>

F3   TOP HEAVY DUPLICATIONS: Employer maintaining two (2) or more Defined
     Contribution Plans.

     a.   [X]  N/A.
     b.   [ ]  A minimum, non-integrated contribution of 3% of each Non-Key
               Employee's total Compensation shall be provided in the Money
               Purchase Plan (or other plan to Code Section 412), where the
               Employer maintains two (2) or more non-paired Defined
               Contribution Plans.
     c.   [ ]  Specify the method under which the Plans will provide top heavy
               minimum benefits for Non-Key Employees that will preclude
               Employer discretion and avoid inadvertent omissions, including
               any adjustments required under Code Section 415(e).
               _________________________________________________________
               _________________________________________________________
               _________________________________________________________

MISCELLANEOUS
-------------

G1   LOANS TO PARTICIPANTS (Plan Section 7.4)

     a.   [X]  Yes, loans may be made up to 1/2 Vested interest.
     b.   [ ]  No, loans may not be made.

     If YES, (check all that apply)...

     c.   [X]  loans shall be treated as a Directed Investment.
     d.   [ ]  loans shall only be made for hardship or financial necessity.
     e.   [X]  the minimum loan shall be $1,000.

     NOTE: Department of Labor Regulations require the adoption of a separate
     written loan program setting forth the requirements outlined in Plan
     Section 7.4.

G2   DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.13) are permitted for the
     interest in any one or more accounts.

     a.   [X]  Yes regardless of the Participant's Vested interest in the Plan.
     b.   [ ]  Yes, but only with respect to the Participant's Vested interest
               in the Plan.
     c.   [ ]  Yes, but only with respect to those accounts which are 100%
               Vested.
     d.   [ ]  No directed investments are permitted.

G3   TRANSFERS FROM QUALIFIED PLANS (Plan Section 4.11)

     a.   [X]  Yes, transfers from qualified plans (and rollovers) will be
               allowed.
     b.   [ ]  No, transfers from qualified plans (and rollovers) will not be
               allowed.

     AND, transfers shall be permitted...

     c.   [X]  from any Employee, even if not a Participant.
     d.   [ ]  from Participants only.

G4   EMPLOYEES' VOLUNTARY CONTRIBUTIONS (Plan Section 4.12)

     a.   [ ]  Yes, Voluntary Contributions are allowed subject to the limits of
               Section 4.7.
     b.   [X]  No, Voluntary Contributions will not be allowed.

     NOTE: TRA '86 subjects voluntary contributions to strict discrimination
     rules.

                                      13
<PAGE>

G5   HARDSHIP DISTRIBUTIONS (Plan Section 6.11)

     a.   [X]   Yes, from any accounts which are 100% Vested.
     b.   [_]   Yes, from Participant's Elective Account only.
     c.   [_]   Yes, but limited to the Participant's Account only.
     d.   [_]   No.

     NOTE:  Distributions from a Participant's Elective Account are limited to
     the portion of such account attributable to such Participant's Deferred
     Compensation and earnings attributable thereto up to December 31, 1988.
     Also hardship distributions are not permitted from a Participant's
     Qualified Non-Elective Account.

G6   PRE-RETIREMENT DISTRIBUTION (Plan Section 6.10)

     a.   [X]   If a Participant has reached the age of 59 1/2, distributions
                may be made, at the Participant's election, from any accounts
                which are 100% Vested without requiring the Participant to
                terminate employment.
     b.   [_]   No pre-retirement distribution may be made.

     NOTE: Distributions from a Participant's Elective Account and Qualified
     Non-Elective Account are not permitted prior to age 59 1/2.

G7   TRUST INVESTMENTS: (Plan Section 7.2) Assets under this Plan shall be
     invested as follows (select all that apply):

     a.   [_]   Life Insurance Contracts (must also select b. and/or c.)

                1.  [_]   shall be purchased at the option of the Administrator.
                2.  [_]   shall be purchased at the option of the Participant.

     AND (select all that apply)...

                3.  [_]   Each initial Contract shall have a minimum face amount
                          of $__.
                4.  [_]   Each additional life insurance contract shall have a
                          minimum face amount of $__.
                5.  [_]   No initial or additional life insurance shall be
                          purchased for any Participant who is under age ___ on
                          the contract issue date.
                6.  [_]   No life insurance shall be purcased until the
                          Participant has been credited with ___ Years of
                          Service.
                7. [_]    No life insurance shall be purchased until the
                          Participant has been credited with ___ Years of
                          Service while a Participant in the Plan.
                8.  [_]   The maximum amount of all Contracts purchased on
                          behalf of a Participant shall not exceed $__.
                9.  [_]   Waiver of premium is included on all life insurance
                          contracts and is paid with the Employer Contributions
                          allocated to the Participant's Accounts.

     b.   [_]   Annuity Contracts (as permitted by the Insurer) shall be
                purchased...

                1.  [_]   at the option of the Administrator
                2.  [_]   at the option of the Participant

     c.   [X]   Investments may be made in any investments permitted pursuant to
                Plan Sections 7.2 and 7.3 other than those permitted by a. or b.
                above unless so elected.

                                      14
<PAGE>

The adopting Employer may not rely on an opinion letter issued by the National
Office of the Internal Revenue Service as evidence that the plan is qualified
under Code Section 401.  In order to obtain reliance with respect to plan
qualification, the Employer must apply to the appropriate Key District Office
for a determination letter.

This Adoption Agreement may be used only in conjunction with basic Plan document
#02.  This Adoption Agreement and the basic Plan document shall together be
known as American Capital Marketing, Inc. Non-Standardized 401(k) Profit Sharing
Plan #02-001.

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

This Plan may be used only in conjunction with a product purchased from American
Capital Marketing, Inc. or any of its affiliates or subsidiaries.

American Capital Marketing, Inc. will notify the Employer of any amendments made
to the Plan or of the discontinuance or abandonment of the Plan provided this
Plan has been acknowledged by American Capital Marketing, Inc. or its authorized
representative.  Furthermore, in order to be eligible to receive such
notification, we agree to notify American Capital Marketing, Inc. of any change
in address.

IN WITNESS WHEREOF, the Employer and Trustee hereby cause this Plan to be
executed on this 22 day of September, 1997.  Furthermore, this Plan may not be
used unless acknowledged by American Capital Marketing, Inc. or its authorized
representative.

<TABLE>
<S>                                              <C>
EMPLOYER: CHANNELL COMMERCIAL CORPORATION        VAN KAMPEN AMERICAN CAPITAL TRUST COMPANY
-----------------------------------------        ------------------------------------------
                 (ENTER NAME)                                     TRUSTEE

BY:  /s/ Gary W. Baker                           BY:  /s/ Perri Williams
-----------------------------------------            ---------------------------------------

PARTICIPATING EMPLOYER: NONE
-----------------------------------------        ------------------------------------------
                 (ENTER NAME)                                     TRUSTEE

BY:
-----------------------------------------        ------------------------------------------
                                                                  TRUSTEE
</TABLE>

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

American Capital Marketing, Inc.

BY: /s/ Terri L. Dunham
------------------------

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

Name       American Capital Trust Company
           ------------------------------
Address    2800 Post Oak Blvd., 42nd Floor, Houston, Texas, 77056
           ------------------------------------------------------
Telephone  (713) 993-0500
           --------------

                                      15
<PAGE>

<TABLE>
<S>                                                                           <C>
          Internal Revenue Service                                            Department of the Treasury
Plan Description: Prototype Non-standardized Profit Sharing Plan with CODA
FFN: 50302820702-001  Case: 8906964  EIN: 74-1332781
BPD: 02  Plan: 001  Letter Serial No: D343205a                                Washington DC 20224

                                                                              Person to Contact Ms. Arrington
     American Capital Marketing Inc
                                                                              Telephone Number (202) 566-4576
     2800 Post Oak Road
     P O Box 1411                                                             Refer Reply to  E:EP:Q:ICU
     Houston,  TX  77251
                                                                              Date:      02/23/90
</TABLE>

Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit of
their employees.  This opinion relates only to the acceptability of the form of
the plan under the Internal Revenue Code.  It is not an opinion of the effect
of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). Therefore, an employer adopting the from of the plan should apply for a
determination letter by filing an application with the Key District Director of
Internal Revenue Service on Form 5307, Short Form Application for Determination
for Employee Benefit Plan.

If you, the plan sponsor, have any questions concerning the IRS processing of
this case, please call the above telephone number.  This number is only for use
of the plan sponsor.  Individual participants and/or adopting employers with
questions concerning the plan should contact the plan sponsor.  The plan's
adoption agreement must include the sponsor's address and telephone number for
inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information.  Whether you call or write, please refer to the Letter Serial
Number and file Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record.  Please notify us if you
modify or discontinue sponsorship of this plan.

                                Sincerely yours

                                Signature Illegible

                                Chief, Employee Plans Qualifications Branch

<PAGE>





                     VAN KAMPEN AMERICAN CAPITAL TRUST CO.

                              401(K) PLAN & TRUST









(C) 1990 Van Kampen American Capital Trust Co.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
                                   ARTICLE I
                                  DEFINITIONS

                                  ARTICLE II
                    TOP HEAVY PROVISIONS AND ADMINISTRATION

 <S>                                                                      <C>
 2.1  TOP HEAVY PLAN REQUIREMENTS.......................................  11
 2.2  DETERMINATION OF TOP HEAVY STATUS.................................  11
 2.3  POWERS AND RESPONSIBILITIES OF THE EMPLOYER.......................  13
 2.4  DESIGNATION OF ADMINISTRATIVE AUTHORITY...........................  14
 2.5  ALLOCATION AND DELEGATION OF RESPONSIBILITIES.....................  14
 2.6  POWERS AND DUTIES OF THE ADMINISTRATOR............................  14
 2.7  RECORDS AND REPORTS...............................................  15
 2.8  APPOINTMENT OF ADVISERS...........................................  15
 2.9  INFORMATION FROM EMPLOYER.........................................  15
 2.10 PAYMENT OF EXPENSES...............................................  16
 2.11 MAJORITY ACTIONS..................................................  16
 2.12 CLAIMS PROCEDURE..................................................  16
 2.13 CLAIMS REVIEW PROCEDURE...........................................  16

                                  ARTICLE III
                                  ELIGIBILITY

 3.1  CONDITIONS OF ELIGIBILITY.........................................  17
 3.2  EFFECTIVE DATE OF PARTICIPATION...................................  17
 3.3  DETERMINATION OF ELIGIBILITY......................................  17
 3.4  TERMINATION OF ELIGIBILITY........................................  17
 3.5  OMISSION OF ELIGIBLE EMPLOYEE.....................................  17
 3.6  INCLUSION OF INELIGIBLE EMPLOYEE..................................  17
 3.7  ELECTION NOT TO PARTICIPATE.......................................  18
 3.8  CONTROL OF ENTITIES BY OWNER-EMPLOYEE.............................  18

                                   ARTICLE IV
                          CONTRIBUTION AND ALLOCATION

 4.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION...................  18
 4.2  PARTICIPANT'S SALARY REDUCTION ELECTION...........................  19
 4.3  TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION........................  21
 4.4  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS..............  22
 4.5  ACTUAL DEFERRAL PERCENTAGE TESTS..................................  26
 4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS....................  28
 4.7  ACTUAL CONTRIBUTION PERCENTAGE TESTS..............................  30
 4.8  ADJUSTMENT TO
</TABLE>

                                       i
<PAGE>

<TABLE>

 <S>                                                                      <C>
      ACTUAL CONTRIBUTION PERCENTAGE TESTS..............................  32
 4.9  MAXIMUM ANNUAL ADDITIONS..........................................  35
 4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS.........................  40
 4.11 TRANSFERS FROM QUALIFIED PLANS....................................  40
 4.12 VOLUNTARY CONTRIBUTIONS...........................................  41
 4.13 DIRECTED INVESTMENT ACCOUNT.......................................  41
 4.14 QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS........................  42
 4.15 INTEGRATION IN MORE THAN ONE PLAN.................................  42

                                   ARTICLE V
                                  VALUATIONS

 5.1  VALUATION OF THE TRUST FUND.......................................  43
 5.2  METHOD OF VALUATION...............................................  43

                                  ARTICLE VI
                  DETERMINATION AND DISTRIBUTION OF BENEFITS

 6.1  DETERMINATION OF BENEFITS UPON RETIREMENT.........................  43
 6.2  DETERMINATION OF BENEFITS UPON DEATH..............................  43
 6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY..................  44
 6.4  DETERMINATION OF BENEFITS UPON TERMINATION........................  44
 6.5  DISTRIBUTION OF BENEFITS..........................................  47
 6.6  DISTRIBUTION OF BENEFITS UPON DEATH...............................  50
 6.7  TIME OF SEGREGATION OR DISTRIBUTION...............................  53
 6.8  DISTRIBUTION FOR MINOR BENEFICIARY................................  53
 6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN....................  53
 6.10 PRE-RETIREMENT DISTRIBUTION.......................................  54
 6.11 ADVANCE DISTRIBUTION FOR HARDSHIP.................................  54
 6.12 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS.........................  55
 6.13 SPECIAL RULE FOR NON-ANNUITY PLANS................................  55

                                  ARTICLE VII
                                    TRUSTEE

 7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE.............................  56
 7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE.......................  56
 7.3  OTHER POWERS OF THE TRUSTEE.......................................  57
 7.4  LOANS TO PARTICIPANTS.............................................  59
 7.5  DUTIES OF THE TRUSTEE REGARDING PAYMENTS..........................  61
 7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES.....................  61
 7.7  ANNUAL REPORT OF THE TRUSTEE......................................  61
 7.8  AUDIT.............................................................  61
 7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE....................  62
 7.10 TRANSFER OF INTEREST..............................................  62
 7.11 TRUSTEE INDEMNIFICATION...........................................  63
 7.12 EMPLOYER SECURITIES AND REAL PROPERTY.............................  63
</TABLE>

                                      ii
<PAGE>

<TABLE>

 <S>                                                                      <C>
                                 ARTICLE VIII
                      AMENDMENT, TERMINATION, AND MERGERS

 8.1  AMENDMENT.........................................................  63
 8.2  TERMINATION.......................................................  64
 8.3  MERGER OR CONSOLIDATION...........................................  64

                                  ARTICLE IX
                                 MISCELLANEOUS

 9.1  EMPLOYER ADOPTIONS................................................  64
 9.2  PARTICIPANT'S RIGHTS..............................................  64
 9.3  ALIENATION........................................................  65
 9.4  CONSTRUCTION OF PLAN..............................................  65
 9.5  GENDER AND NUMBER.................................................  65
 9.6  LEGAL ACTION......................................................  65
 9.7  PROHIBITION AGAINST DIVERSION OF FUNDS............................  65
 9.8  BONDING...........................................................  66
 9.9  INSURER'S PROTECTIVE CLAUSE.......................................  66
 9.10 RECEIPT AND RELEASE FOR PAYMENTS..................................  66
 9.11 ACTION BY THE EMPLOYER............................................  66
 9.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY................  66
 9.13 HEADINGS..........................................................  67
 9.14 APPROVAL BY INTERNAL REVENUE SERVICE..............................  67
 9.15 UNIFORMITY........................................................  67
 9.16 PAYMENT OF BENEFITS...............................................  67

                                   ARTICLE X
                            PARTICIPATING EMPLOYERS

10.1  ELECTION TO BECOME A PARTICIPATING EMPLOYER.......................  68
10.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS...........................  68
10.3  DESIGNATION OF AGENT..............................................  68
10.4  EMPLOYEE TRANSFERS................................................  68
10.5  PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES.............  68
10.6  AMENDMENT.........................................................  69
10.7  DISCONTINUANCE OF PARTICIPATION...................................  69
10.8  ADMINISTRATOR'S AUTHORITY.........................................  69
10.9  PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE.................  69
</TABLE>

                                      iii
<PAGE>

--------------------------------------------------------------------------------
                                   ARTICLE I
                                  DEFINITIONS
--------------------------------------------------------------------------------

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

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

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

1.3  "Adoption Agreement" means the separate Agreement which is executed by the
Employer and accepted by the Trustee which sets forth the elective provisions of
this Plan and Trust as specified by the Employer.

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

1.5  "Aggregate Account" means with respect to each Participant, the value of
all accounts maintained on behalf of a Participant, whether attributable to
Employer or Employee contributions, subject to the provisions of Section 2.2.

1.6  "Anniversary Date" means the anniversary date specified in C3 of the
Adoption Agreement.

1.7  "Beneficiary" means the person to whom a share of a deceased Participant's
interest in the Plan is payable, subject to the restrictions of Sections 6.2 and
6.6.

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

1.9  "Compensation" with respect to any Participant means such Participant's
compensation as specified by the Employer in El of the Adoption Agreement that
is paid during the applicable period. Compensation for any Self-Employed
Individual shall be equal to his Earned Income.

    In addition, if specified in the Adoption Agreement, Compensation for all
Plan purposes shall also include compensation which is not currently includible
in the Participant's gross income by reason of the application of Code Sections
125, 402(a)(8), 402(b)(1)(h), or 403(b).

    Compensation in excess of $200,000 shall be disregarded. Such amount shall
be adjusted at the same time and in such manner as permitted under Code Section
415(d). In applying this limitation, the family group of a Highly Compensated
Participant who is subject to the Family Member aggregation rules of Code
Section 414(q)(6) because such Participant is either a "five percent owner" of
the Employer or one of the ten (10) Highly Compensated Employees paid the
greatest "415 Compensation" during the year, shall be treated as a single
Participant, except that for this purpose Family Members shall include only the
affected Participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year. If, as a result of the
application of such rules, the adjusted $200,000 limitation is exceeded, then
(except for purposes of determining the portion of Compensation up to the
integration level if this plan is integrated), the limitation shall be prorated
among the affected individuals in proportion to each such individual's
Compensation as determined under this Section prior to the application of this
limitation.
<PAGE>

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

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

1.11  "Deferred Compensation" means that portion of a Participant's total
Compensation that such Participant has elected to defer for a Plan Year pursuant
to Section 4.2.

1.12  "Early Retirement Date" means the date specified in the Adoption Agreement
on which a Participant or Former Participant has satisfied the age and service
requirements specified in the Adoption Agreement (Early Retirement Age). A
Participant shall become fully Vested upon satisfying this requirement if still
employed at his Early Retirement Age.

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

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

1.14  "Elective Contribution" means the Employer's contributions to the Plan
that are made pursuant to the Participant's deferral election pursuant to
Section 4.2. In addition, if selected in E3 of the Adoption Agreement, the
Employer's matching contribution made pursuant to Section 4.1(b) shall be
considered an Elective Contribution for purposes of the Plan. Elective
Contributions shall be subject to the requirements of Sections 4.2(b) and 4.2(c)
and shall further be required to satisfy the discrimination requirements of
Regulation 1.401(k)- 1(b)(3), the provisions of which are specifically
incorporated herein by reference.

1.15  "Eligible Employee" means any Employee specified in Dl of the Adoption
Agreement.

1.16  "Employee" means any person who is employed by the Employer, but excludes
any person who is employed as an independent contractor. The term Employee shall
also include Leased Employees as provided in Code Section 414(n) or (o).

    Except as provided in the Non-Standardized Adoption Agreement, all Employees
of all entities which are an Affiliated Employer will be treated as employed by
a single employer.

1.17  "Employer" means the entity specified in the Adoption Agreement, any
Participating Employer (as defined in Section 10.1) which shall adopt this Plan,
any successor which shall maintain this Plan and any predecessor which has
maintained this Plan.

1.18  "Excess Compensation" means, with respect to a Plan that is integrated
with Social Security, a Participant's Compensation which is in excess of the
amount set forth in the Adoption Agreement.

1.19  "Excess Contributions" means, with respect to a Plan Year, the excess of
Elective Contributions and Qualified Non-Elective Contributions made on behalf
of Highly Compensated Participants for the Plan Year over the maximum amount of
such contributions permitted under Section 4.5(a).

1.20  "Excess Deferred Compensation" means, with respect to any taxable year of
a Participant, the excess of the aggregate amount of such Participant's Deferred
Compensation and the elective deferrals pursuant to Section

                                       2
<PAGE>

4.2(f) actually made on behalf of such Participant for such taxable year, over
the dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference.

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

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

1.23  "Fiscal Year" means the Employer's accounting year as specified in the
Adoption Agreement.

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

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

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

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

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

1.26  "414(s) Compensation" with respect to any Employee means his Compensation
as defined in Section 1.9. However, for purposes of this Section, Compensation
shall be Compensation paid and shall be determined by including, in the case of
a non-standardized Adoption Agreement, any items that are excluded from
Compensation pursuant to the Adoption Agreement. The amount of "414(s)
Compensation" with respect to any Employee shall include "414(s) Compensation"
during the entire twelve (12) month period ending on the last day of such Plan
Year, except that for Plan Years beginning prior to the later of January 1,
1992, or the date that is sixty (60) days after the date final Regulations are
issued, "414(s) Compensation" shall only be recognized as of an Employee's
effective date of participation.

    In addition, if specified in the Adoption Agreement, "414(s) Compensation"
shall also include compensation which is not currently includible in the
Participant's gross income by reason of the application of Code Sections 125,
402(a)(8), 402(h)(l)(B), or 403(b), plus Elective Contributions attributable to
Deferred Compensation recharacterized as voluntary Employee contributions
pursuant to 4.6(a).

1.27  "415 Compensation" means compensation as defined in Section 4.9(f)(2).

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

       (a) Employees who at any time during the "determination year" or "look-
    back year" were "five percent owners" as defined in Section 1.35(c).

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

                                       3
<PAGE>

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

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

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

    The "determination year" shall be the Plan Year for which testing is being
performed, and the "look-back year" shall be the immediately preceding twelve-
month period. However, if the Plan Year is a calendar year, or if another Plan
of the Employer so provides, then the "look-back year" shall be the calendar
year ending with or within the Plan Year for which testing is being performed,
and the "determination year" (if applicable) shall be the period of time, if
any, which extends beyond the "look-back year" and ends on the last day of the
Plan Year for which testing is being performed (the "lag period"). With respect
to this election, it shall be applied on a uniform and consistent basis to all
plans, entities, and arrangements of the Employer.

    For purposes of this Section, the determination of "415 Compensation" shall
be made by including amounts that would otherwise be excluded from a
Participant's gross income by reason of the application of Code Sections 125,
402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions made pursuant
to a salary reduction agreement, Code Section 403(b). Additionally, the dollar
threshold amounts specified in (b) and (c) above shall be adjusted at such time
and in such manner as is provided in Regulations. In the case of such an
adjustment, the dollar limits which shall be applied are those for the calendar
year in which the "determination year" or "look back year" begins.

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

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

                                       4
<PAGE>

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

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

    Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

    For purposes of this Section, a payment shall be deemed to be made by or due
from the Employer regardless of whether such payment is made by or due from the
Employer directly, or indirectly through, among others, a trust fund, or
insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

    An Hour of Service must be counted for the purpose of determining a Year of
Service, a year of participation for purposes of accrued benefits, a 1-Year
Break in Service, and employment commencement date (or reemployment commencement
date). The provisions of Department of Labor regulations 2530.200b-2(b) and (c)
are incorporated herein by reference.

    Hours of Service will be credited for employment with all Affiliated
Employers and for any individual considered to be a Leased Employee pursuant to
Code Sections 414(n) or 414(o) and the Regulations thereunder.

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

1.32  "Insurer" means any legal reserve insurance company which shall issue one
or more policies under the Plan.

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

1.34  "Joint and Survivor Annuity" means an annuity for the life of a
Participant with a survivor annuity for the life of the Participant's spouse
which is not less than 1/2, nor greater than the amount of the annuity payable
during the joint lives of the Participant and the Participant's spouse. The
Joint and Survivor Annuity will be the amount of benefit which can be purchased
with the Participant's Vested interest in the Plan.

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

                                       5
<PAGE>

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

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

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

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

    For purposes of this Section, the determination of "415 Compensation" shall
be made by including amounts that would otherwise be excluded from a
Participant's gross income by reason of the application of Code Sections 125,
402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions made pursuant
to a salary reduction agreement, Code Section 403(b).

1.36  "Late Retirement Date" means the date of; or the first day of the month or
the Anniversary Date coinciding with or next following, whichever corresponds to
the election made for the Normal Retirement Date, a Participant's actual
retirement after having reached his Normal Retirement Date.

1.37  "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
leased employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer.

    A leased employee shall not be considered an Employee of the recipient if:
(i) such employee is covered by a money purchase pension plan providing: (1) a
nonintegrated employer contribution rate of at least 10 percent of compensation,
as defined in Code Section 415(c)(3), but including amounts contributed pursuant
to a salary reduction agreement which are excludable from the employee's gross
income under Code Sections 125, 402(a)(8), 402(h) or 403(b), (2) immediate
participation, and (3) full and immediate vesting; and (ii) leased employees do
not constitute more than 20 percent of the recipient's nonhighly compensated
workforce.

1.38  "Net Profit" means with respect to any Fiscal Year the Employer's net
income or profit for such Fiscal Year determined upon the basis of the
Employer's books of account in accordance with generally accepted accounting

                                       6
<PAGE>

principles, without any reduction for taxes based upon income, or for
contributions made by the Employer to this Plan and any other qualified plan.

1.39  "Non-Elective Contribution" means the Employer's contributions to the Plan
other than those made pursuant to the Participant's deferral election made
pursuant to Section 4.2 and any Qualified Non-Elective Contribution. In
addition, if selected in E3 of the Adoption Agreement, the Employer's Matching
Contribution made pursuant to Section 4.1(b) shall be considered a Non-Elective
Contribution for purposes of the Plan.

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

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

1.42  "Normal Retirement Age" means the age specified in the Adoption Agreement
at which time a Participant shall become fully Vested in his Participant's
Account.

1.43  "Normal Retirement Date" means the date specified in the Adoption
Agreement on which a Participant shall become eligible to have his benefits
distributed to him.

1.44  "1-Year Break in Service" means the applicable computation period during
which an Employee has not completed more than 500 Hours of Service with the
Employer. Further, solely for the purpose of determining whether a Participant
has incurred a 1-Year Break in Service, Hours of Service shall be recognized for
"authorized leaves of absence" and "maternity and paternity leaves of absence."

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

    A "maternity or paternity leave of absence" means, for Plan Years beginning
after December 31, 1984, an absence from work for any period by reason of the
Employee's pregnancy, birth of the Employee's child, placement of a child with
the Employee in connection with the adoption of such child, or any absence for
the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee from incurring a 1-Year Break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service credited for a "maternity or paternity leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day. The total Hours of
Service required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.

1.45  "Owner-Employee" means a sole proprietor who owns the entire interest in
the Employer or a partner who owns more than 10% of either the capital interest
or the profits interest in the Employer and who receives income for personal
services from the Employer.

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

1.47  "Participant's Account" means the account established and maintained by
the Administrator for each Participant with respect to his total interest under
the Plan resulting from the Employer's Non-Elective Contributions. A separate
accounting shall be maintained for matching contributions if they are deemed to
be Non-Elective Contributions.

1.48  "Participant's Combined Account" means the total aggregate amount of each
Participant's Elective Account, Qualified Non-Elective Account, and
Participant's Account.

                                       7
<PAGE>

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

1.50  "Participant's Rollover Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from amounts transferred from another qualified
plan or "conduit" Individual Retirement Account in accordance with Section 4.11.

1.51  "Plan" means this instrument (hereinafter referred to as Van Kampen
American Capital Trust Co. 401(k) Plan & Trust Basic Plan Document #02)
including all amendments thereto, and the Adoption Agreement as adopted by the
Employer.

1.52  "Plan Year" means the Plan's accounting year as specified in C2 of the
Adoption Agreement.

1.53  "Pre-Retirement Survivor Annuity" means an immediate annuity for the life
of the Participant's spouse, the payments under which must be equal to the
actuarial equivalent of 50% of the Participant's Vested interest in the Plan as
of the date of death.

1.54  "Qualified Non-Elective Account" means the account established hereunder
to which Qualified Non-Elective Contributions are allocated.

1.55  "Qualified Non-Elective Contribution" means the Employer's contributions
to the Plan that are made pursuant to Section 4.1(d) and Section 4.6(b) which
are used to satisfy the "Actual Deferral Percentage" tests. Qualified Non-
Elective Contributions are nonforfeitable when made and are distributable only
as specified in Sections 4.2(c) and 6.11. In addition, the Employer's
contributions to the Plan that are made pursuant to Section 4.8(h) and which are
used to satisfy the "Actual Contribution Percentage" tests shall be considered
Qualified Non-Elective Contributions.

1.56  "Qualified Voluntary Employee Contribution Account" means the account
established and maintained by the Administrator for each Participant with
respect to his total interest under the Plan resulting from the Participant's
tax deductible qualified voluntary employee contributions made pursuant to
Section 4.14.

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

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

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

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

1.61  "Shareholder-Employee" means a Participant who owns more than five percent
(5%) of the Employer's outstanding capital stock during any year in which the
Employer elected to be taxed as a Small Business Corporation under the
applicable Code Section.

1.62  "Short Plan Year" means, if specified in the Adoption Agreement, that the
Plan Year shall be less than a 12 month period. If chosen, the following rules
shall apply in the administration of this Plan. In determining whether

                                       8
<PAGE>

an Employee has completed a Year of Service for benefit accrual purposes in the
Short Plan Year, the number of the Hours of Service required shall be
proportionately reduced based on the number of days in the Short Plan Year. The
determination of whether an Employee has completed a Year of Service for vesting
and eligibility purposes shall be made in accordance with Department of Labor
Regulation 2530.203-2(c). In addition, if this Plan is integrated with Social
Security, the integration level shall also be proportionately reduced based on
the number of days in the Short Plan Year.

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

1.64  "Taxable Wage Base" means, with respect to any year, the maximum amount of
earnings which may be considered wages for such year under Code Section 312
1(a)(1).

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

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

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

1.68  "Top Paid Group" shall be determined pursuant to Code Section 414(q) and
the Regulations thereunder and generally means the top 20 percent of Employees
who performed services for the Employer during the applicable year, ranked
according to the amount of "415 Compensation" (as determined pursuant to Section
1.28) received from the Employer during such year. All Affiliated Employers
shall be taken into account as a single employer, and Leased Employees shall be
treated as Employees pursuant to Code Section 414(n) or (o). Employees who are
non-resident aliens who received no earned income (within the meaning of Code
Section 91l(d)(2)) from the Employer constituting United States source income
within the meaning of Code Section 861(a)(3) shall not be treated as Employees.
Additionally, for the purpose of determining the number of active Employees in
any year, the following additional Employees shall also be excluded, however,
such Employees shall still be considered for the purpose of identifying the
particular Employees in the Top Paid Group:

       (a) Employees with less than six (6) months of service;

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

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

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

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

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

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


                                       9
<PAGE>

1.70  "Trustee" means the person or entity named in B6 of the Adoption Agreement
and any successors.

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

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

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

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

1.74  "Year of Service" means the computation period of twelve (12) consecutive
months, herein set forth, and during which an Employee has completed at least
1000 Hours of Service.

    For purposes of eligibility for participation, the initial computation
period shall begin with the date on which the Employee first performs an Hour of
Service (employment commencement date). The computation period beginning after a
1-Year Break in Service shall be measured from the date on which an Employee
again performs an Hour of Service. The succeeding computation periods shall
begin with the first anniversary of the Employee's employment commencement date.
However, if one (1) Year of Service or less is required as a condition of
eligibility, then after the initial eligibility computation period, the
eligibility computation period shall shift to the current Plan Year which
includes the anniversary of the date on which the Employee first performed an
Hour of Service. An Employee who is credited with 1,000 Hours of Service in both
the initial eligibility computation period and the first Plan Year which
commences prior to the first anniversary of the Employee's initial eligibility
computation period will be credited with two Years of Service for purposes of
eligibility to participate.

    For vesting purposes, and all other purposes not specifically addressed in
this Section, the computation period shall be the Plan Year, including periods
prior to the Effective Date of the Plan unless specifically excluded pursuant to
the Adoption Agreement.

    Years of Service and breaks in service will be measured on the same
computation period.

    Years of Service with any predecessor Employer which maintained this Plan
shall be recognized. Years of Service with any other predecessor Employer shall
be recognized as specified in the Adoption Agreement.

    Years of Service with any Affiliated Employer shall be recognized.


                                      10
<PAGE>

                                   ARTICLE II
                    TOP HEAVY PROVISIONS AND ADMINISTRATION

2.1  TOP HEAVY PLAN REQUIREMENTS

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

2.2  DETERMINATION OF TOP HEAVY STATUS

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

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

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

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

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

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

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

                                      11
<PAGE>

   policies) of a Participant's account balance because of death shall be
   treated as a distribution for the purposes of this paragraph.

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

       (5) with respect to unrelated rollovers and plan-to-plan transfers (ones
   which are both initiated by the Employee and made from a plan maintained by
   one employer to a plan maintained by another employer), if this Plan provides
   the rollovers or plan-to-plan transfers, it shall always consider such
   rollovers or plan-to-plan transfers as a distribution for the purposes of
   this Section. If this Plan is the plan accepting such rollovers or plan-to-
   plan transfers, it shall not consider such rollovers or plan-to-plan
   transfers accepted after December 31, 1983 as part of the Participant's
   Aggregate Account balance. However, rollovers or plan-to-plan transfers
   accepted prior to January 1, 1984 shall be considered as part of the
   Participant's Aggregate Account balance.

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

       (7) For the purposes of determining whether two employers are to be
   treated as the same employer in 2.2(c)(5) and 2.2(c)(6) above, all employers
   aggregated under Code Section 414(b), (c), (m) and (o) are treated as the
   same employer.

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

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

   In the case of a Required Aggregation Group, each plan in the group will be
   considered a Top Heavy Plan if the Required Aggregation Group is a Top Heavy
   Group. No plan in the Required Aggregation Group will be considered a Top
   Heavy Plan if the Required Aggregation Group is not a Top Heavy Group.

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

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

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

                                      12
<PAGE>

          (4) When aggregating plans, the value of Aggregate Accounts and
       Accrued Benefits will be calculated with reference to the Determination
       Dates that fall within the same calendar year.

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

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

       (f) Present Value of Accrued Benefit: In the case of a defined benefit
    plan, the Present Value of Accrued Benefit for a Participant other than a
    Key Employee shall be as determined using the single accrual method used for
    all plans of the Employer and Affiliated Employers, or if no such single
    method exists, using a method which results in benefits accruing not more
    rapidly than the slowest accrual rate permitted under Code Section 41
    1(b)(1)(C). The determination of the Present Value of Accrued Benefit shall
    be determined as of the most recent valuation date that falls within or ends
    with the 12-month period ending on the Determination Date, except as
    provided in Code Section 416 and the Regulations thereunder for the first
    and second plan years of a defined benefit plan.

       However, any such determination must include present value of accrued
    benefit attributable to any Plan distributions referred to in Section
    2.2(c)(3) above, any Employee contributions referred to in Section 2.2(c)(4)
    above or any related or unrelated rollovers referred to in Sections
    2.2(c)(5) and 2.2(c)(6) above.

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

            (1) the Present Value of Accrued Benefits of Key Employees under all
       defined benefit plans included in the group, and

            (2) the Aggregate Accounts of Key Employees under all defined
       contribution plans included in the group,

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

       (h) The Administrator shall determine whether this Plan is a Top Heavy
    Plan on the Anniversary Date specified in the Adoption Agreement. Such
    determination of the top heavy ratio shall be in accordance with Code
    Section 416 and the Regulations thereunder.

2.3  POWERS AND RESPONSIBILITIES OF THE EMPLOYER

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

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

                                      13
<PAGE>

       (c) The Employer may, in its discretion, appoint an Investment Manager to
    manage all or a designated portion of the assets of the Plan. In such event,
    the Trustee shall follow the directive of the Investment Manager in
    investing the assets of the Plan managed by the Investment Manager.

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

2.4  DESIGNATION OF ADMINISTRATIVE AUTHORITY

     The Employer shall appoint one or more Administrators. Any person,
including, but not limited to, the Employees of the Employer, shall be eligible
to serve as an Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. An Administrator may
resign by delivering his written resignation to the Employer or be removed by
the Employer by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the Administrator if no date is
specified.

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

2.5  ALLOCATION AND DELEGATION OF RESPONSIBILITIES

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

2.6  POWERS AND DUTIES OF THE ADMINISTRATOR

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

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

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

                                      14
<PAGE>

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

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

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

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

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

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

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

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

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

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

2.7  RECORDS AND REPORTS

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

2.8  APPOINTMENT OF ADVISERS

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

2.9  INFORMATION FROM EMPLOYER

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

                                      15
<PAGE>

2.10  PAYMENT OF EXPENSE

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

2.11  MAJORITY ACTIONS

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

2.12  CLAIMS PROCEDURE

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

2.13  CLAIMS REVIEW PROCEDURE

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

                                      16
<PAGE>

                                  ARTICLE III
                                  ELIGIBILITY

3.1  CONDITIONS OF ELIGIBILITY

     Any Eligible Employee shall be eligible to participate hereunder on the
date he has satisfied the requirements specified in the Adoption Agreement.

3.2  EFFECTIVE DATE OF PARTICIPATION

     An Eligible Employee who has become eligible to be a Participant shall
become a Participant effective as of the day specified in the Adoption
Agreement.

     In the event an Employee who has satisfied the Plan's eligibility
requirements and would otherwise have become a Participant shall go from a
classification of a noneligible Employee to an Eligible Employee, such Employee
shall become a Participant as of the date he becomes an Eligible Employee.

     In the event an employee who has satisfied the Plan's eligibility
requirements and would otherwise become a Participant shall go from a
classification of an Eligible Employee to a noneligible Employee and becomes
ineligible to participate and has not incurred a 1-Year Break in Service, such
Employee shall participate in the Plan as of the date he returns to an eligible
class of Employees. If such Employee does incur a 1-Year Break in Service,
eligibility will be determined under the Break in Service rules of the Plan.

3.3  DETERMINATION OF ELIGIBILITY

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

3.4  TERMINATION OF ELIGIBILITY

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

3.5  OMISSION OF ELIGIBLE EMPLOYEE

     If, in any Plan Year, any Employee who should be included as a Participant
in the Plan is erroneously omitted and discovery of such omission is not made
until after a contribution by his Employer for the year has been made, the
Employer shall make a subsequent contribution, if necessary after the
application of Section 4.4(e), so that the omitted Employee receives a total
amount which the said Employee would have received had he not been omitted. Such
contribution shall be made regardless of whether or not it is deductible in
whole or in part in any taxable year under applicable provisions of the Code.

3.6  INCLUSION OF INELIGIBLE EMPLOYEE

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

                                      17
<PAGE>

3.7  ELECTION NOT TO PARTICIPATE

     An Employee may, subject to the approval of the Employer, elect voluntarily
not to participate in the Plan. The election not to participate must be
communicated to the Employer, in writing, at least thirty (30) days before the
beginning of a Plan Year. For Standardized Plans, a Participant or an Eligible
Employee may not elect not to participate. Furthermore, the foregoing election
not to participate shall not be available with respect to partners in a
partnership.

3.8  CONTROL OF ENTITIES BY OWNER-EMPLOYEE

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

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

       (c) If an individual is covered as an Owner-Employee under the plans of
    two or more trades or businesses which are not controlled and the individual
    controls a trade or business, then the benefits or contributions of the
    employees under the plan of the trades or businesses which are controlled
    must be as favorable as those provided for him under the most favorable plan
    of the trade or business which is not controlled.

       (d) For purposes of the preceding paragraphs, an Owner-Employee, or two
    or more Owner-Employees, will be considered to control an entity if the
    Owner-Employee, or two or more Owner-Employees together:

          (1) own the entire interest in an unincorporated entity, or

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

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

                                  ARTICLE IV
                          CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

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

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

       (b) If specified in E3 of the Adoption Agreement, a matching
    contribution equal to the percentage specified in the Adoption Agreement of
    the Deferred Compensation of each Participant eligible to share in the
    allocations of the matching contribution, which amount shall be deemed an
    Employer's Non-Elective or Elective Contribution as selected in the Adoption
    Agreement, plus

                                      18
<PAGE>

       (c) If specified in E4 of the Adoption Agreement, a discretionary amount,
    if any, which shall be deemed an Employer's Non-Elective Contribution, plus

       (d) If specified in E5 of the Adoption Agreement, a Qualified Non-
    Elective Contribution.

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

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

4.2  PARTICIPANT'S SALARY REDUCTION ELECTION

       (a) Each Participant may elect to defer his Compensation which would have
    been received in the Plan Year, but for the deferral election, subject to
    the limitations of this Section and the Adoption Agreement. A deferral
    election (or modification of an earlier election) may not be made with
    respect to Compensation which is currently available on or before the date
    the Participant executed such election, or if later, the latest of the date
    the Employer adopts this cash or deferred arrangement, or the date such
    arrangement first became effective. Any elections made pursuant to this
    Section shall become effective as soon as is administratively feasible.

       Additionally, if elected in the Adoption Agreement, each Participant may
    elect to defer and have allocated for a Plan Year all or a portion of any
    cash bonus attributable to services performed by the Participant for the
    Employer during such Plan Year and which would have been received by the
    Participant on or before two and one-half months following the end of the
    Plan Year but for the deferral. A deferral election may not be made with
    respect to cash bonuses which are currently available on or before the date
    the Participant executed such election. Notwithstanding the foregoing, cash
    bonuses attributable to services performed by the Participant during a Plan
    Year but which are to be paid to the Participant later than two and one-half
    months after the close of such Plan Year will be subjected to whatever
    deferral election is in effect at the time such cash bonus would have
    otherwise been received.

       The amount by which Compensation and/or cash bonuses are reduced shall be
    that Participant's Deferred Compensation and be treated as an Employer
    Elective Contribution and allocated to that Participant's Elective Account.

       Once made, a Participant's election to reduce Compensation shall remain
    in effect until modified or terminated. Modifications may be made as
    specified in the Adoption Agreement, and terminations may be made at any
    time. Any modification or termination of an election will become effective
    as soon as is administratively feasible.

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

       (c) Amounts held in the Participant's Elective Account and Qualified Non-
    Elective Account may be distributable as permitted under the Plan, but in no
    event prior to the earlier of:

          (1) a Participant's termination of employment, Total and Permanent
       Disability, or death;

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

          (3) the proven financial hardship of a Participant, subject to the
       limitations of Section 6.11;

                                      19
<PAGE>

       (4) the termination of the Plan without the existence at the time of Plan
   termination of another defined contribution plan (other than an employee
   stock ownership plan as defined in Code Section 4975(e)(7)) or the
   establishment of a successor defined contribution plan (other than an
   employee stock ownership plan as defined in Code Section 4975(e)(7)) by the
   Employer or an Affiliated Employer within the period ending twelve months
   after distribution of all assets from the Plan maintained by the Employer;

       (5) the date of the sale by the Employer to an entity that is not an
   Affiliated Employer of substantially all of the assets (within the meaning of
   Code Section 409(d)(2)) with respect to a Participant who continues
   employment with the corporation acquiring such assets; or

       (6) the date of the sale by the Employer or an Affiliated Employer of its
   interest in a subsidiary (within the meaning of Code Section 409(d)(3)) to an
   entity that is not an Affiliated Employer with respect to a Participant who
   continues employment with such subsidiary.

   (d) In any Plan Year beginning after December 31, 1987, a Participant's
Deferred Compensation made under this Plan and all other plans, contracts or
arrangements of the Employer maintaining this Plan shall not exceed the
limitation imposed by Code Section 402(g), as in effect for the calendar year in
which such Plan Year began. This dollar limitation shall be adjusted annually
pursuant to the method provided in Code Section 415(d) in accordance with
Regulations.

   (e) In the event a Participant has received a hardship distribution pursuant
to Regulation 1.401(k)-1(d)(2)(iii)(B) from any other plan maintained by the
Employer or from his Participant's Elective Account pursuant to Section 6.11(c),
then such Participant shall not be permitted to elect to have Deferred
Compensation contributed to the Plan on his behalf for a period of twelve (12)
months following the receipt of the distribution. Furthermore, the dollar
limitation under Code Section 402(g) shall be reduced, with respect to the
Participant's taxable year following the taxable year in which the hardship
distribution was made, by the amount of such Participant's Deferred
Compensation, if any, made pursuant to this Plan (and any other plan maintained
by the Employer) for the taxable year of the hardship distribution.

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

       (1) the Participant shall designate the distribution as Excess Deferred
    Compensation;

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

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

                                      20
<PAGE>

       For the purpose of this Section, "Income" means the amount of income or
    loss allocable to a Participant's Excess Deferred Compensation and shall be
    equal to the sum of the allocable gain or loss for the taxable year of the
    Participant and the allocable gain or loss for the period between the end of
    the taxable year of the Participant and the date of distribution ("gap
    period"). The income or loss allocable to each such period is calculated
    separately and is determined by multiplying the income or loss allocable to
    the Participant's Deferred Compensation for the respective period by a
    fraction. The numerator of the fraction is the Participant's Excess Deferred
    Compensation for the taxable year of the Participant. The denominator is the
    balance, as of the last day of the respective period, of the Participant's
    Elective Account that is attributable to the Participant's Deferred
    Compensation reduced by the gain allocable to such total amount for the
    respective period and increased by the loss allocable to such total amount
    for the respective period.

       In lieu of the "fractional method" described above, a "safe harbor
    method" may be used to calculate the allocable income or loss for the "gap
    period". Under such "safe harbor method", allocable income or loss for the
    "gap period" shall be deemed to equal ten percent (10%) of the income or
    loss allocable to a Participant's Excess Deferred Compensation for the
    taxable year of the Participant multiplied by the number calendar months in
    the "gap period". For purposes of determining the number of calendar months
    in the "gap period", a distribution occurring on or before the fifteenth day
    of the month shall be treated as having been made on the last day of the
    preceding month and a distribution occurring after such fifteenth day shall
    be treated as having been made on the first day of the next subsequent
    month.

       Income or loss allocable to any distribution of Excess Deferred
    Compensation on or before the last day of the taxable year of the
    Participant shall be calculated from the first day of the taxable year of
    the Participant to the date on which the distribution is made pursuant to
    either the "fractional method" or the "safe harbor method".

       Notwithstanding the above, for the 1987 calendar year, Income during the
    "gap period" shall not be taken into account.

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

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

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

       (j) The Employer and the Administrator shall adopt a procedure necessary
    to implement the salary reduction elections provided for herein.

4.3  TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

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

     However, Employer Elective Contributions accumulated through payroll
deductions shall be paid to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer's general assets,
but in any event within ninety (90) days from the date on which such amounts
would otherwise have been payable to the Participant in cash. The provisions of
Department of Labor regulations 2510.3-102 are incorporated

                                      21
<PAGE>

herein by reference. Furthermore, any additional Employer contributions which
are allocable to the Participant's Elective Account for a Plan Year shall be
paid to the Plan no later than the twelve-month period immediately following the
close of such Plan Year.

4.4  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

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

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

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

          (2) With respect to the Employer's Matching Contribution made pursuant
       to Section 4.1(b), to each Participant's Account, or Participant's
       Elective Account as selected in E3 of the Adoption Agreement, in
       accordance with Section 4.1(b).

       Except, however, a Participant who is not credited with a Year of Service
       during any Plan Year shall or shall not share in the Employer's Matching
       Contribution for that year as provided in E3 of the Adoption Agreement.
       However, for Plan Years beginning after 1989, if this is a standardized
       Plan, a Participant shall share in the Employer's Matching Contribution
       regardless of Hours of Service.

          (3) With respect to the Employer's Non-Elective Contribution made
       pursuant to Section 4.1(c), to each Participant's Account in accordance
       with the provisions of E4 of the Adoption Agreement.

       However, if an integrated allocation formula is selected at E4 of the
       Adoption Agreement, then such contribution shall be allocated to each
       Participant's Combined Account in a dollar amount equal to 5.7% of the
       sum of each Participant's total Compensation plus Excess Compensation. If
       the Employer does not contribute such amount for all Participants, each
       Participant will be allocated a share of the contribution in the same
       proportion that his total Compensation plus his total Excess Compensation
       for the Plan Years bears to the total Compensation plus the total Excess
       Compensation of all Participants for that year. The balance of the
       contribution, if any, will be allocated in the same proportion that his
       total Compensation bears to the total Compensation of all Participant's
       eligible to share in the allocation.

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

           (4) With respect to the Employer's Qualified Non-Elective
        Contribution made pursuant to Section 4.1(d), to each Participant's
        Qualified Non-Elective Contribution Account in the same proportion that
        each such Participant's Compensation for the year bears to the total
        Compensation of all Participants for such year.

           (5) Regardless of the preceding, a Participant who is not credited
        with a Year of Service during a Plan Year shall not share in the
        allocation of the Employer's Non-Elective Contribution made pursuant to
        Section 4.1(c) and the Employer's Qualified Non-Elective Contribution
        made pursuant to Section 4.1(d), unless reduced pursuant to Section
        4.4(h). However, for Plan Years beginning after 1989, for a


                                      22
<PAGE>

        standardized plan, and if elected in the non-standardized Adoption
        Agreement, a Participant shall share in the allocation of such
        contributions regardless of whether Year of Service was completed during
        the Plan Year.

    (c) As of each Anniversary Date or other valuation date, before
allocation of Employer contributions and Forfeitures, any earnings or losses
(net appreciation or net depreciation) of the Trust Fund shall be allocated in
the same proportion that each Participant's and Former Participant's
nonsegregated accounts bear to the total of all Participants' and Former
Participants' nonsegregated accounts as of such date. If any nonsegregated
account of a Participant has been distributed prior to the Anniversary Date or
other valuation date subsequent to a Participant's termination of employment, no
earnings or losses shall be credited to such account.

   Notwithstanding the above, with respect to contributions made to a 401(k)
Plan after the previous Anniversary Date or allocation date, the method
specified in the Adoption Agreement shall be used.

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

   (e)  As of each Anniversary Date any amounts which became Forfeitures since
the last Anniversary Date shall first be made available to reinstate previously
forfeited account balances of Former Participants, if any, in accordance with
Section 6.4(g)(2) or be used to satisfy any contribution that may be required
pursuant to Section 3.5 and/or 6.9. The remaining Forfeitures, if any, shall be
treated in accordance with the Adoption Agreement. Provided, however, that in
the event the allocation of Forfeitures provided herein shall cause the "annual
addition" (as defined in Section 4.9) to any Participant's Account to exceed the
amount allowable by the Code, the excess shall be reallocated in accordance with
Section 4.10. Except, however, for any Plan Year beginning prior to January 1,
1990, and if elected in the non-standardized Adoption Agreement for any Plan
Year beginning on or after January 1, 1990, a Participant who performs less than
a Year of Service during any Plan Year shall not share in the Plan Forfeitures
for that year, unless there is a Short Plan Year or a contribution required
pursuant to Section 4.4(h).

   (f) Minimum Allocations Required for Top Heavy Plan Years: Notwithstanding
the foregoing, for any Top Heavy Plan Year, the sum of the Employer's
contributions and Forfeitures allocated to the Participant's Combined Account of
each Non-Key Employee shall be equal to at least three percent (3%) of such Non-
Key Employee's "415 Compensation" (reduced by contributions and forfeitures, if
any, allocated to each Non-Key Employee in any defined contribution plan
included with this plan in a Required Aggregation Group). However, if (i) the
sum of the Employer's contributions and Forfeitures allocated to the
Participant's Combined Account of each Key Employee for such Top Heavy Plan Year
is less than three percent (3%) of each Key Employee's "415 Compensation" and
(ii) this Plan is not required to be included in an Aggregation Group to enable
a defined benefit plan to meet the requirements of Code Section 401(a)(4) or
410, the sum of the Employer's contributions and Forfeitures allocated to the
Participant's Combined Account of each Non-Key Employee shall be equal to the
largest percentage allocated to the Participant's Combined Account of any Key
Employee. However, for Plan Years beginning after December 31, 1988, in
determining whether a Non-Key Employee has received the required minimum
allocation, such Non-Key Employee's Deferred Compensation and matching
contributions used to satisfy the "Actual Deferral Percentage" test pursuant to
Section 4.5(a) or the "Actual Contribution Percentage" test of Section 4.7(a)
shall not be taken into account.

   If this is an integrated Plan, then for any Top Heavy Plan Year the
Employer's contribution shall be allocated as follows:

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


                                      23
<PAGE>

       (2) The balance of the Employer's contribution over the amount allocated
   under subparagraph (1) hereof shall be allocated to each Participant's
   Account in a dollar amount equal to 3% multiplied by a Participant's Excess
   Compensation. If the Employer does not contribute such amount for all
   Participants, each Participant will be allocated a share of the contribution
   in the same proportion that his Excess Compensation bears to the total Excess
   Compensation of all Participants for that year.

       (3) The balance of the Employer's contribution over the amount allocated
   under subparagraph (2) hereof shall be allocated to each Participant's
   Account in a dollar amount equal to 2.7% multiplied by the sum of each
   Participant's total Compensation plus Excess Compensation. If the Employer
   does not contribute such amount for all Participants, each Participant will
   be allocated a share of the contribution in the same proportion that his
   total Compensation plus his total Excess Compensation for the Plan Year bears
   to the total Compensation plus the total Excess Compensation of all
   Participants for that year.

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

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

   For each Non-Key Employee who is a Participant in this Plan and another non-
paired defined contribution plan maintained by the Employer, the minimum 3%
allocation specified above shall be provided as specified in F3 of the Adoption
Agreement.

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

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

   (i) Notwithstanding anything herein to the contrary, in any Plan Year in
which the Employer maintains both this Plan and a defined benefit pension plan
included in a Required Aggregation Group which is top heavy, the Employer shall
not be required to provide a Non-Key Employee with both the full separate
minimum defined benefit plan benefit and the full separate defined contribution
plan allocations. Therefore, if the Employer maintains both a Defined Benefit
and a Defined Contribution Plan that are a Top Heavy Group, the top heavy
minimum benefits shall be provided as follows:

   Applies if F1b of the Adoption Agreement is selected -

       (1) The requirements of Section 2.1 shall apply except that each Non-Key
   Employee who is a Participant in this Plan or a Money Purchase Plan and who
   is also a Participant in the Defined Benefit Plan shall receive a minimum
   allocation of five percent (5%) of such Participant's "415 Compensation" from
   the applicable Defined Contribution Plan(s).

       (2) For each Non-Key Employee who is a Participant only in the Defined
   Benefit Plan, the Employer will provide a minimum non-integrated benefit in
   the Defined Benefit Plan equal to 2% of


                                      24
<PAGE>

   his highest five consecutive year average "415 Compensation" for each Year of
   Service while a Participant in the Plan, in which the Plan is top heavy, not
   to exceed ten.

       (3) For each Non-Key Employee who is a Participant only in this Defined
   Contribution Plan, the Employer will provide a contribution equal to 3% of
   his "415 Compensation".

   Applies if F1c of the Adoption Agreement is selected -

       (4) The minimum allocation specified in Section 4.4(i)(1) shall be 7 1/2%
   for years in which the Plan is Top Heavy, but not Super Top Heavy.

       (5) The minimum benefit specified in Section 4.4(i)(2) shall be 3% for
   years in which the Plan is Top Heavy, but not Super Top Heavy.

       (6) The minimum allocation specified in Section 4.4(i)(3) shall be 4% for
   years in which the Plan is Top Heavy, but not Super Top Heavy.

   (j) For the purposes of this Section, "415 Compensation" shall be limited to
$200,000 (unless adjusted in such manner as permitted under Code Section
415(d)). However, for Plan Years beginning prior to January 1, 1989, the
$200,000 limit shall apply only for Top Heavy Plan Years and shall not be
adjusted.

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

   (1) Notwithstanding anything herein to the contrary (other than Sections
4.4(k) and 6.6(h)(1)), any Participant who terminated employment during the Plan
Year for reasons other than death, Total and Permanent Disability, or retirement
shall or shall not share in the allocations of the Employer's Matching
Contribution made pursuant to Section 4.1(b), the Employer's Non-Elective
Contributions made pursuant to Section 4.1(c), the Employer's Qualified Non-
Elective Contribution made pursuant to Section 4.1(d), and Forfeitures as
provided in the Adoption Agreement. Notwithstanding the foregoing, for Plan
Years beginning after 1989, if this is a standardized Plan, any such terminated
Participant shall share in such allocations provided the terminated Participant
completed more than 500 Hours of Service.

   (m) Notwithstanding anything herein to the contrary, Participants terminating
for reasons of death, Total and Permanent Disability, or retirement shall share
in the allocation of the Employer's Matching Contribution made pursuant to
Section 4.1(b), the Employer's Non-Elective Contributions made pursuant to
Section 4.1(c), the Employer's Qualified Non-Elective Contribution made pursuant
to Section 4.1(d), and Forfeitures as provided in this Section regardless of
whether they completed a Year of Service during the Plan Year.

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

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

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

   (o)  Notwithstanding any election in the Adoption Agreement to the contrary,
if this is a non-standardized Plan that would otherwise fail to meet the
requirements of Code Sections 401(a)(26), 410(b)(1), or 4l0(b)(2)(A)(i) and
the Regulations thereunder because Employer matching Contributions made pursuant
to Section 4.1(b), Employer Non-Elective Contributions made pursuant to Section
4.1(c) or Employer Qualified Non-Elective Contributions made pursuant to Section
4.1(d) have not been allocated to a sufficient number or percentage of
Participants for a Plan Year, then the following rules shall apply:


                                      25
<PAGE>

          (1) Allocations of the respective contribution and Forfeitures shall
       first be made to all active Participants who are employed on the last day
       of the Plan Year, regardless of the number of Hours of Service completed;
       and

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

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

4.5  ACTUAL DEFERRAL PERCENTAGE TESTS

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

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

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

          However, for Plan Years beginning after December 31, 1988, to prevent
       the multiple use of the alternative method described in (2) above and
       Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to
       make elective deferrals pursuant to Section 4.2 and to make Employee
       contributions or to receive matching contributions under this Plan or
       under any other plan maintained by the Employer or an Affiliated Employer
       shall have his actual contribution ratio reduced pursuant to Regulation
       l.4O1(m)-2, the provisions of which are incorporated herein by reference.

       (b)  For the purposes of this Section "Actual Deferral Percentage" means,
    with respect to the Highly Compensated Participant group and Non-Highly
    Compensated Participant group for a Plan Year, the average of the ratios,
    calculated separately for each Participant in such group, of the amount of
    Employer Elective Contributions and Qualified Non-Elective Contributions
    allocated to each Participant's Elective Account and Qualified Non-Elective
    Account for such Plan Year, to such Participant's "414(s) Compensation" for
    such Plan Year. The actual deferral ratio for each Participant and the
    "Actual Deferral Percentage" for each group, for Plan Years beginning after
    December 31, 1988, shall be calculated to the nearest one-hundredth of one
    percent of the Participant's "414(s) Compensation". Employer Elective
    Contributions allocated to each Non-Highly Compensated Participant's
    Elective Account shall be reduced by Excess Deferred Compensation to the
    extent such excess amounts are made under this Plan or any other plan
    maintained by the Employer.


                                      26
<PAGE>

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

          (1) The combined actual deferral ratio for the family group (which
       shall be treated as one Highly Compensated Participant) shall be the
       greater of: (i) the ratio determined by aggregating Employer Elective
       Contributions and "414(s) Compensation" of all eligible Family Members
       who are Highly Compensated Participants without regard to family
       aggregation; and (ii) the ratio determined by aggregating Employer
       Elective Contributions and "414(s) Compensation" of all eligible Family
       Members (including Highly Compensated Participants). However, in applying
       the $200,000 limit to "414(s) Compensation" for Plan Years beginning
       after December 31, 1988, Family Members shall include only the affected
       Employee's spouse and any lineal descendants who have not attained age 19
       before the close of the Plan Year.

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

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

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

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

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

       (f) For the purposes of this Section, if a Highly Compensated Participant
    is a Participant under two (2) or more cash or deferred arrangements (other
    than a cash or deferred arrangement which is part of an employee stock
    ownership plan as defined in Code Section 4975(e)(7) for Plan Years
    beginning after December 31, 1988) of the Employer or an Affiliated
    Employer, all such cash or deferred arrangements shall be treated as one
    cash or deferred arrangement for the purpose of determining the actual
    deferral ratio with respect to such Highly Compensated Participant. However,
    for Plan Years beginning after December 31, 1988, if the cash or deferred
    arrangements have different Plan Years, this paragraph shall be applied by
    treating all cash or deferred arrangements ending with or within the same
    calendar year as a single arrangement.

4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS


                                      27
<PAGE>

    In the event that the initial allocations of the Employer's Elective
Contributions and Qualified Non-Elective Contributions made pursuant to Section
4.4 do not satisfy one of the tests set forth in Section 4.5, for Plan Years
beginning after December 31, 1986, the Administrator shall adjust Excess
Contributions pursuant to the options set forth below:

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

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

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

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

             (iii) shall be made from Qualified Non-Elective Contributions
          only to the extent that Excess Contributions exceed the balance in the
          Participant's Elective Account attributable to Deferred Compensation
          and Employer matching contributions.

              (iv) shall be adjusted for Income; and

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

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

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

              (ii) for Plan Years ending on or before August 8, 1988, may be
          postponed but not later than October 24, 1988;

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

                                      28
<PAGE>

          (iv) shall be treated as voluntary Employee contributions for
       purposes of Code Section 40 1(a)(4) and Regulation 1.401(k)-1(b).
       However, for purposes of Sections 2.2 and 4.4(f), recharacterized Excess
       Contributions continue to be treated as Employer contributions that are
       Deferred Compensation. For Plan Years beginning after December 31, 1988,
       Excess Contributions recharacterized as voluntary Employee contributions
       shall continue to be nonforfeitable and subject to the same distribution
       rules provided for in Section 4.9(f);

           (v)  which relate to Plan Years ending on or before October 24, 1988,
       may be treated as either Employer contributions or voluntary Employee
       contributions and therefore shall not be subject to the restrictions of
       Section 4.2(c);

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

          (vii) shall be adjusted for Income.

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

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

           (i) If the actual deferral ratio for the Highly Compensated
       Participant is determined in accordance with Section 4.5(c)(1)(ii), then
       the actual deferral ratio shall be reduced as required herein and the
       Excess Contributions for the family unit shall be allocated among the
       Family Members in proportion to the Elective Contributions of each Family
       Member that were combined to determine the group actual deferral ratio.

          (ii) If the actual deferral ratio for the Highly Compensated
       Participant is determined under Section 4.5(c)(1)(i), then the actual
       deferral ratio shall first be reduced as required herein, but not below
       the actual deferral ratio of the group of Family Members who are not
       Highly Compensated Participants without regard to family aggregation. The
       Excess Contributions resulting from this initial reduction shall be
       allocated (in proportion to Elective Contributions) among the Highly
       Compensated Participants whose Elective Contributions were combined to
       determine the actual deferral ratio. If further reduction is still
       required, then Excess Contributions resulting from this further reduction
       shall be determined by taking into account the contributions of all
       Family Members and shall be allocated among them in proportion to their
       respective Elective Contributions.

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

   (c)  For purposes of this Section, "Income" means the income or loss
allocable to Excess Contributions which shall equal the sum of the allocable
gain or loss for the Plan Year and the allocable gain or loss for the period
between the end of the Plan Year and the date of distribution ("gap period").
The income or loss allocable to Excess Contributions for the Plan Year and the
"gap period" is calculated separately and is determined by multiplying the
income or loss for the Plan Year or the "gap period" by a fraction. The

                                      29
<PAGE>

    numerator of the fraction is the Excess Contributions for the Plan Year. The
    denominator of the fraction is the total of the Participant's Elective
    Account attributable to Elective Contributions and the Participant's
    Qualified Non-Elective Account as of the end of the Plan Year or the "gap
    period", reduced by the gain allocable to such total amount for the Plan
    Year or the "gap period" and increased by the loss allocable to such total
    amount for the Plan Year or the "gap period".

    In lieu of the "fractional method" described above, a "safe harbor method"
    may be used to calculate the allocable Income for the "gap period". Under
    such "safe harbor method", allocable Income for the "gap period" shall be
    deemed to equal ten percent (10%) of the Income allocable to Excess
    Contributions for the Plan Year of the Participant multiplied by the number
    of calendar months in the "gap period". For purposes of determining the
    number of calendar months in the "gap period", a distribution occurring on
    or before the fifteenth day of the month shall be treated as having been
    made on the last day of the preceding month and a distribution occurring
    after such fifteenth day shall be treated as having been made on the first
    day of the next subsequent month.

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

       (d) Any amounts not distributed or recharacterized within 2 1/2 months
    after the end of the Plan Year shall be subject to the 10% Employer excise
    tax imposed by Code Section 4979.

4.7  ACTUAL CONTRIBUTION PERCENTAGE TESTS

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

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

          (2) the lesser of 200 percent of such percentage for the Non-Highly
       Compensated Participant Group, or such percentage for the Non-Highly
       Compensated Participant group plus 2 percentage points. However, for Plan
       Years beginning after December 31, 1988, to prevent the multiple use of
       the alternative method described in this paragraph and Code Section
       401(m)(9)(A), any Highly Compensated Participant eligible to make
       elective deferrals pursuant to Section 4.2 or any other cash or deferred
       arrangement maintained by the Employer or an Affiliated Employer and to
       make Employee contributions or to receive matching contributions under
       any plan maintained by the Employer or an Affiliated Employer shall have
       his actual contribution ratio reduced pursuant to Regulation 1.401(m)-
       2. The provisions of Code Section 401(m) and Regulations 1.401(m)-1(b)
       and 1.401(m)-2 are incorporated herein by reference.

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

          (1) the sum of Employer matching contributions pursuant to Section
       4.1(b) (to the extent such matching contributions are not used to satisfy
       the tests set forth in Section 4.5), voluntary Employee contributions
       made pursuant to Section 4.12 and Excess Contributions recharacterized as
       voluntary Employee contributions pursuant to Section 4.6(a) contributed
       under the Plan on behalf of each such Participant for such Plan Year; to

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

       (c) For purposes of determining the "Actual Contribution Percentage" and
    the amount of Excess Aggregate Contributions pursuant to Section 4.8(e),
    only Employer matching contributions contributed to the



                                      30
<PAGE>

Plan prior to the end of the succeeding Plan Year shall be considered. In
addition, the Administrator may elect to take into account, with respect to
Employees eligible to have Employer matching contributions made pursuant to
Section 4.1(b) or voluntary Employee contributions made pursuant to Section 4.12
allocated to their accounts, elective deferrals (as defined in Regulation
1.402(g)-1(b)) and qualified non-elective contributions (as defined in Code
Section 401(m)(4)(C)) contributed to any plan maintained by the employer. Such
elective deferrals and qualified non-elective contributions shall be treated as
Employer matching contributions subject to Regulation 1.401(m)-I(b)(2) which is
incorporated herein by reference. However, for Plan Years beginning after
December 31, 1988, the Plan Year must be the same as the plan year of the plan
to which the elective deferrals and the qualified non-elective contributions are
made.

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

       (1) The combined actual contribution ratio for the family group (which
   shall be treated as one Highly Compensated Participant) shall be the greater
   of: (i) the ratio determined by aggregating Employer matching contributions
   made pursuant to Section 4.1(b) (to the extent such matching contributions
   are not used to satisfy the tests set forth in Section 4.5), voluntary
   Employee contributions made pursuant to Section 4.12, Excess Contributions
   recharacterized as voluntary Employee contributions pursuant to Section
   4.6(a) and "414(s) Compensation" of all eligible Family Members who are
   Highly Compensated Participants without regard to family aggregation; and
   (ii) the ratio determined by aggregating Employer matching contributions made
   pursuant to Section 4.1(b) (to the extent such matching contributions are not
   used to satisfy the tests set forth in Section 4.5), voluntary Employee
   contributions made pursuant to Section 4.12, Excess Contributions
   recharacterized as voluntary Employee contributions pursuant to Section
   4.6(a) and "414(s) Compensation" of all eligible Family Members (including
   Highly Compensated Participants). However, in applying the $200,000 limit to
   "414(s) Compensation" for Plan Years beginning after December 31, 1988,
   Family Members shall include only the affected Employee's spouse and any
   lineal descendants who have not attained age 19 before the close of the Plan
   Year.

       (2) The Employer matching contributions made pursuant to Section 4.1(b)
   (to the extent such matching contributions are not used to satisfy the tests
   set forth in Section 4.5), voluntary Employee contributions made pursuant to
   Section 4.12, Excess Contributions recharacterized as voluntary Employee
   contributions pursuant to Section 4.6(a) and "414(s) Compensation" of all
   Family Members shall be disregarded for purposes of determining the "Actual
   Contribution Percentage" of the Non-Highly Compensated Participant group
   except to the extent taken into account in paragraph (1) above.

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

   (e)  For purposes of this Section and Code Sections 401(a)(4), 410(b) and
401(m), if two or more plans of the Employer to which matching contributions,
Employee contributions, or both, are made are treated as one plan for purchases
of Code Sections 401(a)(4) or 410(b) (other than the average benefits test
under Code Section 410(b)(2)(A)(ii) as in effect for Plan Years beginning after
December 31, 1988), such plans shall be treated as one plan. In addition, two or
more plans of the Employer to which matching contributions, Employee
contributions, or both, are made may be considered as a single plan for purposes
of determining whether or not such plans satisfy Code Sections 401(a)(4), 410(b)
and 401(m). In such a case, the aggregated plans must satisfy this Section and
Code Sections 401(a)(4), 410(b) and 401(m) as though such aggregated plans were
a single plan. For plan years beginning after December 31, 1989, plans may be
aggregated under this paragraph only if they have the same plan year.

   Notwithstanding the above, for Plan Years beginning after December 31, 1988,
an employee stock ownership plan described in Code Section 4975(e)(7) may not be
aggregated with this Plan for purposes of


                                      31
<PAGE>

    determining whether the employee stock ownership plan or this Plan satisfies
    this Section and Code Sections 401(a)(4), 410(b) and 401(m).

       (f) If a Highly Compensated Participant is a Participant under two or
    more plans (other than an employee stock ownership plan as defined in Code
    Section 4975(e)(7) for Plan Years beginning after December 31, 1988) which
    are maintained by the Employer or an Affiliated Employer to which matching
    contributions, Employee contributions, or both, are made, all such
    contributions on behalf of such Highly Compensated Participant shall be
    aggregated for purposes of determining such Highly Compensated Participant's
    actual contribution ratio. However, for Plan Years beginning after December
    31, 1988, if the plans have different plan years, this paragraph shall be
    applied by treating all plans ending with or within the same calendar year
    as a single plan.

       (g) For purposes of Section 4.7(a) and 4.8, a Highly Compensated
    Participant and a Non-Highly Compensated Participant shall include any
    Employee eligible to have matching contributions made pursuant to Section
    4.1(b) (whether or not a deferred election was made or suspended pursuant to
    Section 4.2(e)) allocated to his account for the Plan Year or to make salary
    deferrals pursuant to Section 4.2 (if the Employer uses salary deferrals to
    satisfy the provisions of this Section) or voluntary Employee contributions
    pursuant to Section 4.12 (whether not voluntary Employee contributions are
    made) allocated to his account for the Plan Year.

       (h)  For purposes of this Section, "Matching Contribution" shall mean an
    Employee contribution made to the Plan, or to a contract described in Code
    Section 403(b), on behalf of a Participant on account of an Employee
    contribution made by such Participant, or on account of a participant's
    deferred compensation, under a plan maintained by the Employer.

4.8  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

       (a) In the event that for Plan Years beginning after December 31, 1986,
    the "Actual Contribution Percentage" for the Highly Compensated Participant
    group exceeds the "Actual Contribution Percentage" for the Non-Highly
    Compensated Participant group pursuant to Section 4.7(a), the Administrator
    (on or before the fifteenth day of the third month following the end of the
    Plan Year, but in no event later than the close of the following Plan Year)
    shall direct the Trustee to distribute to the Highly Compensated Participant
    having the highest actual contribution ratio, his portion of Excess
    Aggregate Contributions (and Income allocable to such contributions) or, if
    forfeitable, forfeit such non-Vested Excess Aggregate Contributions
    attributable to Employer matching contributions (and Income allocable to
    such Forfeitures) until either one of the tests set forth in Section 4.7(a)
    is satisfied, or until his actual contribution ratio equals the actual
    contribution ratio of the Highly Compensated Participant having the second
    highest actual contribution ratio. This process shall continue until one of
    the tests set forth in Section 4.7(a) is satisfied. The distribution and/or
    Forfeiture of Excess Aggregate Contributions shall be made in the following
    order:

          (1) Employer matching contributions distributed and/or forfeited
       pursuant to Section 4.6(a)(1);

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

          (3) Remaining Employer matching contributions.

       (b) Any distribution or Forfeiture of less than the entire amount of
    Excess Aggregate Contributions (and Income) shall be treated as a pro rata
    distribution of Excess Aggregate Contributions and Income. Distribution of
    Excess Aggregate Contributions shall be designated by the Employer as a
    distribution of Excess Aggregate Contributions (and Income). Forfeitures of
    Excess Aggregate Contributions shall be treated in accordance with Section
    4.4 However, no such Forfeiture may be allocated to a Highly Compensated
    Participant whose contributions are reduced pursuant to this Section.


                                      32
<PAGE>

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

   (d) For the purposes of this Section and Section 4.7, "Excess Aggregate
Contributions" means, with respect to any Plan Year, the excess of:

       (1) the aggregate amount of Employer matching contributions made pursuant
   to Section 4.1(b) (to the extent such contributions are taken into account
   pursuant to Section 4.7(b)), voluntary Employee contributions made pursuant
   to Section 4.12, Excess Contributions recharacterized as voluntary Employee
   contributions pursuant to Section 4.6(a) and any Qualified Non-Elective
   Contributions or elective deferrals taken into account pursuant to Section
   4.7(c) actually made on behalf of the Highly Compensated Participant group
   for such Plan Year, over

       (2) the maximum amount of such contributions permitted under the
   limitations of Section 4.7(a).

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

   (f)  The determination of the amount of Excess Aggregate Contributions with
respect to any Plan Year shall be made after first determining the Excess
Contributions, if any, to be treated as voluntary Employee contributions due to
recharacterization for the plan year of any other qualified cash or deferred
arrangement (as defined in Code Section 401(k)) maintained by the Employer that
ends with or within the Plan Year or which are treated as voluntary Employee
contributions due to recharacterization pursuant to Section 4.6(a).

   (g) The determination and correction of Excess Aggregate Contributions of a
Highly Compensated Participant whose actual contribution ratio is determined
under the family aggregation rules shall be accomplished as follows:

       (1) If the actual contribution ratio for the Highly Compensated
   Participant is determined in accordance with Section 4.7(d)(1)(ii), then the
   actual contribution ratio shall be reduced and the Excess Aggregate
   Contributions for the family unit shall be allocated among the Family Members
   in proportion to the sum of Employer matching contributions made pursuant to
   Section 4.1(b) (to the extent taken into account pursuant to Section 4.7(b)),
   voluntary Employee contributions made pursuant to Section 4.12, Excess
   Contributions recharacterized as voluntary Employee contributions pursuant to
   Section 4.6(a) and any Qualified Non-Elective Contributions or elective
   deferrals taken into account pursuant to Section 4.7(c) of each Family Member
   that were combined to determine the group actual contribution ratio.

       (2) If the actual contribution ratio for the Highly Compensated
   Participant is determined under Section 4.7(d)(1)(i), then the actual
   contribution ratio shall first be reduced, as required herein, but not below
   the actual contribution ratio of the group of Family Members who are not
   Highly Compensated Participants without regard to family aggregation. The
   Excess Aggregate Contributions resulting from


                                      33
<PAGE>

      this initial reduction shall be allocated among the Highly Compensated
      Participants whose Employer matching contributions made pursuant to
      Section 4.1(b) (to the extent taken into account pursuant to Section
      4.7(b)), voluntary Employee contributions made pursuant to Section 4.12,
      Excess Contributions recharacterized as voluntary Employee contributions
      pursuant to Section 4.6(a) and any Qualified Non-Elective Contributions or
      elective deferrals taken into account pursuant to Section 4.7(c) were
      combined to determine the actual contribution ratio. If further reduction
      is still required, then Excess Aggregate Contributions resulting from this
      further reduction shall be determined by taking into account the
      contributions of all Family Members and shall be allocated among them in
      proportion to their respective Employer matching contributions made
      pursuant to Section 4.1(b) (to the extent taken into account pursuant to
      Section 4.7(b)), voluntary Employee contributions made pursuant to Section
      4.12, Excess Contributions recharacterized as voluntary Employee
      contributions pursuant to Section 4.6(a) and any Qualified Non-Elective
      Contributions or elective deferrals taken into account pursuant to Section
      4.7(c).

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

       (i) For purposes of this Section, "Income" means the income or loss
    allocable to Excess Aggregate Contributions which shall equal the sum of the
    allocable gain or loss for the Plan Year and the allocable gain or loss for
    the period between the end of the Plan Year and the date of distribution
    ("gap period"). The income or loss allocable to Excess Aggregate
    Contributions for the Plan Year and the "gap period" is calculated
    separately and is determined by multiplying the income or loss for the Plan
    Year or the "gap period" by a fraction. The numerator of the fraction is the
    Excess Aggregate Contributions for the Plan Year. The denominator of the
    fraction is the total Participant's Account and Voluntary Contribution
    Account attributable to Employer matching contributions subject to Section
    4.7, voluntary Employee contributions made pursuant to Section 4.12, and any
    Qualified Non-Elective Contributions and elective deferrals taken into
    account pursuant to Section 4.7(c) as of the end of the Plan Year or the
    "gap period", reduced by the gain allocable to such total amount for the
    Plan Year or the "gap period" and increased by the loss allocable to such
    total amount for the Plan Year or the "gap period".

       In lieu of the "fractional method" described above, a "safe harbor
   method" may be used to calculate the allocable Income for the "gap period".
   Under such "safe harbor method", allocable Income for the "gap period" shall
   be deemed to equal ten percent (10%) of the Income allocable to Excess
   Aggregate Contributions for the Plan Year of the Participant multiplied by
   the number of calendar months in the "gap period". For purposes of
   determining the number of calendar months in the "gap period", a distribution
   occurring on or before the fifteenth day of the month shall be treated as
   having been made on the last day of the preceding month and a distribution
   occurring after such fifteenth day shall be treated as having been made on
   the first day of the next subsequent month.

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

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

4.9  MAXIMUM ANNUAL ADDITIONS


                                      34
<PAGE>

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

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

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

   (4) If pursuant to Section 4.9(a)(2) or as a result of the allocation of
Forfeitures, there is an Excess Amount, the excess will be disposed of as
follows:

       (i) Any nondeductible Voluntary Employee Contributions, to the extent
   they would reduce the Excess Amount, will be returned to the Participant;

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

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

      (iv) If a suspense account is in existence at any time during a
   Limitation Year pursuant to this Section, it will not participate in the
   allocation of investment gains and losses. If a suspense account is in
   existence at any time during a particular limitation year, all amounts in the
   suspense account must be allocated and reallocated to participants' accounts
   before any employer contributions or any employee contributions may be made
   to the plan for that limitation year. Excess amounts may not be distributed
   to participants or former participants.

(b)  (1)  This subsection applies if; in addition to this Plan, the Participant
is covered under another qualified Prototype defined contribution plan
maintained by the Employer, or a welfare benefit fund (as defined in Code
Section 419(e)) maintained by the Employer, or an individual medical account (as
defined in Code Section 415(l)(2)) maintained by the Employer, which provides
Annual Additions, during any Limitation Year. The Annual Additions which may be
credited to a Participant's accounts under this Plan for any such Limitation
Year shall not exceed the Maximum Permissible Amount reduced by the Annual
Additions credited to a Participant's accounts under the other plans and welfare
benefit funds for the same Limitation Year. If the Annual Additions with respect
to the Participant under other defined contribution plans and welfare benefit
funds maintained by the Employer are less than the Maximum Permissible Amount
and the Employer contribution that would otherwise be contributed or

                                      35
<PAGE>

   allocated to the Participant's accounts under this Plan would cause the
   Annual Additions for the Limitation Year to exceed this limitation, the
   amount contributed or allocated will be reduced so that the Annual Additions
   under all such plans and welfare benefit funds for the Limitation Year will
   equal the Maximum Permissible Amount. If the Annual Additions with respect to
   the Participant under such other defined contribution plans and welfare
   benefit funds in the aggregate are equal to or greater than the Maximum
   Permissible Amount, no amount will be contributed or allocated to the
   Participant's account under this Plan for the Limitation Year.

       (2) Prior to determining the Participant's actual Compensation for the
   Limitation Year, the Employer may determine the Maximum Permissible Amount
   for a Participant in the manner described in Section 4.9(a)(2).

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

       (4)  If, pursuant to Section 4.9(b)(2) or as a result of the allocation
   of Forfeitures, a Participant's Annual Additions under this Plan and such
   other plans would result in an Excess Amount for a Limitation Year, the
   Excess Amount will be deemed to consist of the Annual Additions last
   allocated, except that Annual Additions attributable to a welfare benefit
   fund or individual medical account will be deemed to have been allocated
   first regardless of the actual allocation date.

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

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

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

       (6) Any Excess Amount attributed to this Plan will be disposed in the
   manner described in Section 4.9(a)(4).

   (c) If the Participant is covered under another qualified defined
contribution plan maintained by the Employer which is not a Prototype Plan,
Annual Additions which may be credited to the Participant's account under this
Plan for any Limitation Year will be limited in accordance with Section 4.9(b),
unless the Employer provides other limitations in the Adoption Agreement.

   (d) If the Employer maintains, or at any time maintained, a qualified defined
benefit plan covering any Participant in this Plan the sum of the Participant's
Defined Benefit Plan Fraction and Defined Contribution Plan Fraction will not
exceed 1.0 in any Limitation Year. 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 Limitation on Allocations Section of the Adoption
Agreement.

   (e) For purposes of applying the limitations of Code Section 415, the
transfer of funds from one qualified plan to another is not an "annual
addition".  In addition, the following are not Employee contributions for the
purposes of Section 4.9(f)(1)(2): (1) rollover contributions (as defined in Code
Sections 402(a)(5), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of loans
made to a Participant from the Plan; (3) repayments of distributions received by
an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments
of distributions received by an Employee pursuant to Code Section 411(a)(3)(D)
(mandatory contributions); and (5) Employee contributions to a simplified
employee pension excludable from gross income under Code Section 408(k)(6).


                                      36
<PAGE>

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

   (1) Annual Additions means the sum credited to a Participant's accounts for
any Limitation Year of(1) Employer contributions, (2) effective with respect to
"limitation years" beginning after December 31, 1986, Employee contributions,
(3) forfeitures, (4) amounts allocated, after March 31, 1984, to an individual
medical account, as defined in Code Section 41 5(l)(2), which is part of a
pension or annuity plan maintained by the Employer and (5) amounts derived from
contributions paid or accrued after December 31, 1985, in taxable years ending
after such date, which are attributable to post-retirement medical benefits
allocated to the separate account of a key employee (as defined in Code Section
419A(d)(3)) under a welfare benefit fund (as defined in Code Section 419(e))
maintained by the Employer. Except, however, the "415 Compensation" percentage
limitation referred to in paragraph (a)(2) above shall not apply to: (1) any
contribution for medical benefits (within the meaning of Code Section 419A
(f)(2)) after separation from service which is otherwise treated as an "annual
addition", or (2) any amount otherwise treated as an "annual addition" under
Code Section 415(l)(l). Notwithstanding the foregoing, for "limitation years"
beginning prior to January 1, 1987, only that portion of Employee contributions
equal to the lesser of Employee contributions in excess of six percent (6%) of
"415 Compensation" or one-half of Employee contributions shall be considered an
"annual addition". For this purpose, any Excess Amount applied under Sections
4.9(a)(4) and 4.9(b)(6) in the Limitation Year to reduce Employer contributions
shall be considered Annual Additions for such Limitation Year.

   (2) Compensation means a Participant's earned income, wages, salaries, fees
for professional services and other amounts received for personal services
actually rendered in the course of employment with the Employer maintaining the
Plan (including, but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips, and bonuses) and excluding the following:

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

       (ii) contributions made by the Employer to a plan of deferred
   compensation to the extent that all or a portion of such contributions are
   recharacterized as a voluntary Employee contribution;

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

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

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

For purposes of applying the limitations of this Section 4.9, Compensation for
any Limitation Year is the Compensation actually paid or includible in gross
income during such year. Notwithstanding the preceding sentence, Compensation
for a Participant in a profit-sharing plan who is permanently and totally
disabled (as defined in Code Section 22(e)(3)) is the Compensation such
Participant would have received for the Limitation Year if the Participant had
been paid at the rate of Compensation paid immediately before becoming
permanently and totally disabled; such imputed Compensation for the disabled
Participant may be taken into account only if the Participant is not a Highly
Compensated Employee and contributions made on behalf of such Participant are
nonforfeitable when made.


                                      37
<PAGE>

   (3) Defined Benefit Fraction means a fraction, the numerator of which is the
sum of the Participant's Projected Annual Benefits under all the defined benefit
plans (whether or not terminated) maintained by the Employer, and the
denominator of which is the lesser of 125 percent of the dollar limitation
determined for the Limitation Year under Code Sections 415(b) and (d) or 140
percent of his Highest Average Compensation including any adjustments under Code
Section 415(b).

Notwithstanding the above, if the Participant was a Participant as of the first
day of the first Limitation Year beginning after December 31, 1986, in one or
more defined benefit plans maintained by the Employer which were in existence on
May 6, 1986, the denominator of this fraction will not be less than 125 percent
of the sum of the annual benefits under such plans which the Participant had
accrued as of the end of the close of the last Limitation Year beginning before
January 1, 1987, disregarding any changes in the terms and conditions of the
plan after May 5, 1986. The preceding sentence applies only if the defined
benefit plans individually and in the aggregate satisfied the requirements of
Code Section 415 for all Limitation Years beginning before January 1, 1987.

Notwithstanding the foregoing, for any Top Heavy Plan Year, 100 shall be
substituted for 125 unless the extra minimum allocation is being made pursuant
to the Employer's election in Fl of the Adoption Agreement. However, for any
Plan Year in which this Plan is a Super Top Heavy Plan, 100 shall be substituted
for 125 in any event.

   (4) Defined Contribution Dollar Limitation means $30,000, or, if greater,
one-fourth of the defined benefit dollar limitation set forth in Code Section
415(b)(l) as in effect for the Limitation Year.

   (5) Defined Contribution Fraction means a fraction, the numerator of which is
the sum of the Annual Additions to the Participant's account under all the
defined contribution plans (whether or not terminated) maintained by the
Employer for the current and all prior Limitation Years, (including the Annual
Additions attributable to the Participant's nondeductible voluntary employee
contributions to any defined benefit plans, whether or not terminated,
maintained by the Employer and the annual additions attributable to all welfare
benefit funds, as defined in Code Section 419(e), and individual medical
accounts, as defined in Code Section 415(l)(2), maintained by the Employer),
and the denominator of which is the sum of the maximum aggregate amounts for the
current and all prior Limitation Years of Service with the Employer (regardless
of whether a defined contribution plan was maintained by the Employer). The
maximum aggregate amount in any Limitation Year is the lesser of 125 percent of
the Defined Contribution Dollar Limitation or 35 percent of the Participant's
Compensation for such year. For Limitation Years beginning prior to January 1,
1987, the "annual addition" shall not be recomputed to treat all Employee
contributions as an Annual Addition.

   If the Employee was a Participant as of the end of the first day of the first
Limitation Year beginning after December 31, 1986, in one or more defined
contribution plans maintained by the Employer which were in existence on May 5,
1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the Defined Benefit Fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to the product of (1)
the excess of the sum of the fractions over 1.0 times (2) the denominator of
this fraction, will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as they would be
computed as of the end of the last Limitation Year beginning before January 1,
1987, and disregarding any changes in the terms and conditions of the plan made
after May 5, 1986, but using the Code Section 415 limitation applicable to the
first Limitation Year beginning on or after January 1, 1987.

   Notwithstanding the foregoing, for any Top Heavy Plan Year, 100 shall be
substituted for 125 unless the extra minimum allocation is being made pursuant
to the Employer's election in Fl of the Adoption Agreement. However, for any
Plan Year in which this Plan is a Super Top Heavy Plan, 100 shall be substituted
for 125 in any event.


                                      38
<PAGE>

       (6) Employer means the Employer that adopts this Plan and all Affiliated
   Employers, except that for purposes of this Section, Affiliated Employers
   shall be determined pursuant to the modification made by Code Section 415(b).

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

       (8) Highest Average Compensation means the average Compensation for the
   three consecutive Years of Service with the Employer that produces the
   highest average. A Year of Service with the Employer is the 12 consecutive
   month period defined in Section El of the Adoption Agreement which is used to
   determine Compensation under the Plan.

       (9) Limitation Year means the Compensation Year (a 12 consecutive month
   period) as elected by the Employer in the Adoption Agreement. All qualified
   plans maintained by the Employer must use the same Limitation Year. If the
   Limitation Year is amended to a different 12 consecutive month period, the
   new Limitation Year must begin on a date within the Limitation Year in which
   the amendment is made.

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

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

          (i) the Defined Contribution Dollar Limitation, or

          (ii) 25 percent of the Participant's 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 Sections 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
   Contribution multiplied by the following fraction:

                 number of months in the short Limitation Year

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

                                       12

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

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

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

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

                                      39
<PAGE>

4.10  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

       (a) If as a result of the allocation of Forfeitures, a reasonable error
   in estimating a Participant's annual Compensation, or other facts and
   circumstances to which Regulation 1.415-6(b)(6) shall be applicable, the
   "annual additions" under this Plan would cause the maximum provided in
   Section 4.9 to be exceeded, the Administrator shall treat the excess in
   accordance with Section 4.9(a)(4).

4.11  TRANSFERS FROM QUALIFIED PLANS

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

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

       (c) Amounts attributable to elective contributions (as defined in
   Regulation 1.401(k)-1(g)(4)), including amounts treated as elective
   contributions, which are transferred from another qualified plan in a plan-
   to-plan transfer shall be subject to the distribution limitations provided
   for in Regulation 1.401(k)-1(d).

       (d) At Normal Retirement Date, or such other date when the Participant or
   his Beneficiary shall be entitled to receive benefits, the fair market value
   of the Participant's Rollover Account shall be used to provide additional
   benefits to the Participant or his Beneficiary. Any distributions of amounts
   held in a Participant's Rollover Account shall be made in a manner which is
   consistent with and satisfies the provisions of Section 6.5, including, but
   not limited to, all notice and consent requirements of Code Sections 41
   1(a)(11) and 417 and the Regulations thereunder. Furthermore, such amounts
   shall be considered as part of a Participant's benefit in determining whether
   an involuntary cash-out of benefits without Participant consent may be made.

       (e) The Administrator may direct that employee transfers made after a
   valuation date be segregated into a separate account for each Participant
   until such time as the allocations pursuant to this Plan have been made, at
   which time they may remain segregated or be invested as part of the general
   Trust Fund, to be determined by the Administrator.

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

       (g) Prior to accepting any transfers to which this Section
   applies, the Administrator may require the Employee to establish that the
   amounts to be transferred to this Plan meet the requirements of this Section

                                      40
<PAGE>

    and may also require the Employee to provide an opinion of counsel
    satisfactory to the Employer that the amounts to be transferred meet the
    requirements of this Section.

       (b)  Notwithstanding anything herein to the contrary, a transfer directly
    to this Plan from another qualified plan (or a transaction having the effect
    of such a transfer) shall only be permitted if it will not result in the
    elimination or reduction of any "Section 411(d)(6) protected benefit" as
    described in Section 8.1.

4.12  VOLUNTARY CONTRIBUTIONS

       (a) If elected in the Adoption Agreement, each Participant may, at the
    discretion of the Administrator in a nondiscriminatory manner, elect to
    voluntarily contribute a portion of his compensation earned while a
    Participant under this Plan. Such contributions shall be paid to the Trustee
    within a reasonable period of time but in no event later than 90 days after
    the receipt of the contribution.

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

       (c) A Participant may elect to withdraw his voluntary contributions from
    his Voluntary Contribution Account and the actual earnings thereon in a
    manner which is consistent with and satisfies the provisions of Section 6.5,
    including, but not limited to, all notice and consent requirements of Code
    Sections 411(a)(11) and 417 and the Regulations thereunder. If the
    Administrator maintains sub-accounts with respect to voluntary contributions
    (and earnings thereon) which were made on or before a specified date, a
    Participant shall be permitted to designate which sub-account shall be the
    source for his withdrawal. No Forfeitures shall occur solely as a result of
    an Employee's withdrawal of Employee contributions.

       In the event such a withdrawal is made, or in the event a Participant has
    received a hardship distribution pursuant to Regulation 1.401(k)-l(d)(2)
    (iii)(B) from any other plan maintained by the Employer or from his
    Participant's Elective Account pursuant to Section 6.11, then such
    Participant shall be barred from making any voluntary contributions to the
    Trust Fund for a period of twelve (12) months after receipt of the
    withdrawal or distribution.

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

       (e) The Administrator may direct that voluntary contributions made after
    a valuation date be segregated into a separate account until such time as
    the allocations pursuant to this Plan have been made, at which time they may
    remain segregated or be invested as part of the general Trust Fund, to be
    determined by the Administrator.

4.13  DIRECTED INVESTMENT ACCOUNT

       (a) If elected in the Adoption Agreement, all Participants may direct the
    Trustee as to the investment of all or a portion of any one or more of their
    individual account balances. Participants may direct the Trustee in writing
    to invest their account in specific assets as permitted by the Administrator
    provided such investments are in accordance with the Department of Labor
    regulations and are permitted by the Plan. That portion of the account of
    any Participant so directing will thereupon be considered a Directed
    Investment Account.

       (b) A separate Directed Investment Account shall be established for each
    Participant who has directed an investment. Transfers between the
    Participant's regular account and their Directed Investment Account shall be
    charged and credited as the case may be to each account. The Directed
    Investment Account shall not share in Trust Fund Earnings, but it shall be
    charged or credited as appropriate with the net earnings, gains, losses

                                      41
<PAGE>

     and expenses as well as any appreciation or depreciation in market value
     during each Plan Year attributable to such account.

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

4.14  QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS

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

          (b)  A Participant may, upon written request delivered to the
     Administrator, make withdrawals from his Qualified Voluntary Employee
     Contribution Account.  Any distribution shall be made in a manner which is
     consistent with and satisfies the provisions of Section 6.5, including, but
     not limited to, all notice and consent requirements of Code Sections 41l(a)
     (11) and 417 and the Regulations thereunder.

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

          (d)  Unless the Administrator directs Qualified Voluntary Employee
     Contributions made pursuant to this Section be segregated into a separate
     account for each Participant, they shall be invested as part of the general
     Trust Fund and share in earnings and losses.

4.15  INTEGRATION IN MORE THAN ONE PLAN

    If the Employer and/or an Affiliated Employer maintain qualified retirement
plans integrated with Social Security such that any Participant in this Plan is
covered under more than one of such plans, then such plans will be considered to
be one plan and will be considered to be integrated if the extent of the
integration of all such plans does not exceed 100%. For purposes of the
preceding sentence, the extent of integration of a plan is the ratio, expressed
as a percentage, which the actual benefits, benefit rate, offset rate, or
employer contribution rate, whatever is applicable, under the Plan bears to the
limitation applicable to such Plan. If the Employer maintains two or more
standardized paired plans, only one plan may be integrated with Social Security.


                                      42
<PAGE>

                                   ARTICLE V
                                   VALUATIONS

5.1  VALUATION OF THE TRUST FUND

    The Administrator shall direct the Trustee, as of each Anniversary Date, and
at such other date or dates deemed necessary by the Administrator, herein called
"valuation date", to determine the net worth of the assets comprising the Trust
Fund as it exists on the "valuation date". In determining such net worth, the
Trustee shall value the assets comprising the Trust Fund at their fair market
value as of the "valuation date" and shall deduct all expenses for which the
Trustee has not yet obtained reimbursement frqm the Employer or the Trust Fund.

5.2  METHOD OF VALUATION

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

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1  DETERMINATION OF BENEFITS UPON RETIREMENT

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

6.2  DETERMINATION OF BENEFITS UPON DEATH

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

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

       (c) The Administrator may require such proper proof of death and such
    evidence of the right of any person to receive payment of the value of the
    account of a deceased Participant or Former Participant as the

                                      43
<PAGE>

     Administrator may deem desirable.  The Administrator's determination of
     death and of the right of any person to receive payment shall be
     conclusive.

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

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

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

          (3) the Participant has no spouse, or

          (4) the spouse cannot be located.

       In such event, the designation of a Beneficiary shall be made on a form
    satisfactory to the Administrator. A Participant may at any time revoke his
    designation of a Beneficiary or change his Beneficiary by filing written
    notice of such revocation or change with the Administrator. However, the
    Participant's spouse must again consent in writing to any change in
    Beneficiary unless the original consent acknowledged that the spouse had the
    right to limit consent only to a specific Beneficiary and that the spouse
    voluntarily elected to relinquish such right. The Participant may, at any
    time, designate a Beneficiary for death benefits payable under the Plan that
    are in excess of the Pre-Retirement Survivor Annuity. In the event no valid
    designation of Beneficiary exists at the time of the Participant's death,
    the death benefit shall be payable to his estate.

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

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

6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

    In the event of a Participant's Total and Permanent Disability prior to his
Retirement Date or other termination of his employment, all amounts credited to
such Participant's Combined Account shall become fully Vested. In the event of a
Participant's Total and Permanent Disability, the Administrator, in accordance
with the provisions of Sections 6.5 and 6.7, shall direct the distribution to
such Participant of all amounts credited to such Participant's Combined Account
as though he had retired.

6.4  DETERMINATION OF BENEFITS UPON TERMINATION

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

                                      44
<PAGE>

gains and losses of the Trust) and at such time as the amount becomes a
Forfeiture shall be treated in accordance with the provisions of the Plan
regarding Forfeitures.

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

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

   Notwithstanding the above, if the value of a Terminated Participant's Vested
benefit derived from Employer and Employee contributions does not exceed, and at
the time of any prior distribution, has never exceeded $3,500, the Administrator
shall direct that the entire Vested benefit be paid to such Participant in a
single lump-sum without regard to the consent of the Participant or the
Participant's spouse. A Participant's Vested benefit shall not include Qualified
Voluntary Employee Contributions within the meaning of Code Section 72(o)(5)(B)
for Plan Years beginning prior to January 1, 1989.

   (b)  The Vested portion of any Participant's Account shall be a percentage of
such Participant's Account determined on the basis of the Participant's number
of Years of Service according to the vesting schedule specified in the Adoption
Agreement.

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

   If in any subsequent Plan Year, the Plan ceases to be a Top Heavy Plan, the
Administrator shall continue to use the vesting schedule in effect while the
Plan was a Top Heavy Plan for each Employee who had an Hour of Service during a
Plan Year when the Plan was Top Heavy.

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

   (e) If this is an amended or restated Plan, then notwithstanding the vesting
schedule specified in the Adoption Agreement, the Vested percentage of a
Participant's Account shall not be less than the Vested


                                      45
<PAGE>

percentage attained as of the later of the effective date or adoption date of
this amendment and restatement. The computation of a Participant's
nonforfeitable percentage of his interest in the Plan shall not be reduced as
the result of any direct or indirect amendment to this Article, or due to
changes in the Plan's status as a Top Heavy Plan.

   (f) If the Plan's vesting schedule is amended, or if the Plan is amended in
any way that directly or indirectly affects the computation of the Participant's
nonforfeitable percentage or if the Plan is deemed amended by an automatic
change to a top heavy vesting schedule, then each Participant with at least 3
Years of Service as of the expiration date of the election period may elect to
have his nonforfeitable percentage computed under the Plan without regard to
such amendment or change. Notwithstanding the foregoing, for Plan Years
beginning before January 1, 1989, or with respect to Employees who fail to
complete at least one (1) Hour of Service in a Plan Year beginning after
December 31, 1988, five (5) shall be substituted for three (3) in the preceding
sentence. If a Participant fails to make such election, then such Participant
shall be subject to the new vesting schedule. The Participant's election period
shall commence on the adoption date of the amendment and shall end 60 days after
the latest of:

        (1) the adoption date of the amendment,

        (2) the effective date of the amendment, or

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

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

       (2) If any Former Participant shall be reemployed by the Employer before
   five (5) consecutive 1-Year Breaks in Service, and such Former Participant
   had received a distribution of his entire Vested interest prior to his
   reemployment, his forfeited account shall be reinstated only if he repays the
   full amount distributed to him before the earlier of five (5) years after the
   first date on which the Participant is subsequently reemployed by the
   Employer or the close of the first period of 5 consecutive 1-Year Breaks in
   Service commencing after the distribution. If a distribution occurs for any
   reason other than a separation from service, the time for repayment may not
   end earlier than five (5) years after the date of separation. In the event
   the Former Participant does repay the full amount distributed to him, the
   undistributed portion of the Participant's Account must be restored in full,
   unadjusted by any gains or losses occurring subsequent to the Anniversary
   Date or other valuation date preceding his termination. If an employee
   receives a distribution pursuant to this section and the employee resumes
   employment covered under this plan, the employee's employer-derived account
   balance will be restored to the amount on the date of distribution if the
   employee repays to the plan the full amount of the distribution attributable
   to employer contributions before the earlier of 5 years after the first date
   on which the participant is subsequently re-employed by the employer, or the
   date the participant incurs 5 consecutive 1-year breaks in service following
   the date of the distribution. If a non-Vested Former Participant was deemed
   to have received a distribution and such Former Participant is reemployed by
   the Employer before five (5) consecutive 1-Year Breaks in Service, then such
   Participant will be deemed to have repaid the deemed distribution as of the
   date of reemployment.

       (3) If any Former Participant is reemployed after a 1-Year Break in
   Service has occurred, Years of Service shall include Years of Service prior
   to his 1-Year Break in Service subject to the following rules:

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

                                      46
<PAGE>

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

             (iii) A Former Participant who is reemployed and who has not had
          his Years of Service before a 1-Year Break in Service disregarded
          pursuant to (i) above, shall participate in the Plan as of his date of
          reemployment;

             (iv) If a Former Participant completes a Year of Service (a 1-Year
          Break in Service previously occurred, but employment had not
          terminated), he shall participate in the Plan retroactively from the
          first day of the Plan Year during which he completes one (1) Year of
          Service.

       (h)  In determining Years of Service for purposes of vesting under the
    Plan, Years of Service shall be excluded as specified in the Adoption
    Agreement.

6.5  DISTRIBUTION OF BENEFITS

      (a) (1)  Unless otherwise elected as provided below, a Participant who is
      married on the "annuity starting date" and who does not die before the
      "annuity starting date" shall receive the value of all of his benefits in
      the form of a Joint and Survivor Annuity. The Joint and Survivor Annuity
      is an annuity that commences immediately and shall be equal in value to a
      single life annuity. Such joint and survivor benefits following the
      Participant's death shall continue to the spouse during the spouse's
      lifetime at a rate equal to 50% of the rate at which such benefits were
      payable to the Participant. This Joint and Survivor Annuity shall be
      considered the designated qualified Joint and Survivor Annuity and
      automatic form of payment for the purposes of this Plan. However, the
      Participant may elect to receive a smaller annuity benefit with
      continuation of payments to the spouse at a rate of seventy-five percent
      (75%) or one hundred percent (100%) of the rate payable to a Participant
      during his lifetime which alternative Joint and Survivor Annuity shall be
      equal in value to the automatic Joint and 50% Survivor Annuity. An
      unmarried Participant shall receive the value of his benefit in the form
      of a life annuity. Such unmarried Participant, however, may elect in
      writing to waive the life annuity. The election must comply with the
      provisions of this Section as if it were an election to waive the Joint
      and Survivor Annuity by a married Participant, but without the spousal
      consent requirement. The Participant may elect to have any annuity
      provided for in this Section distributed upon the attainment of the
      "earliest retirement age" under the Plan. The "earliest retirement age" is
      the earliest date on which, under the Plan, the Participant could elect to
      receive retirement benefits.

          (2) Any election to waive the Joint and Survivor Annuity must be made
       by the Participant in writing during the election period and be consented
       to by the Participant's spouse. If the spouse is legally incompetent to
       give consent, the spouse's legal guardian, even if such guardian is the
       Participant, may give consent. Such election shall designate a
       Beneficiary (or a form of benefits) that may not be changed without
       spousal consent (unless the consent of the spouse expressly permits
       designations by the Participant without the requirement of further
       consent by the spouse). Such spouse's consent shall be irrevocable and
       must acknowledge the effect of such election and be witnessed by a Plan
       representative or a notary public. Such consent shall not be required if
       it is established to the satisfaction of the Administrator that the
       required consent cannot be obtained because there is no spouse, the
       spouse cannot be located, or other circumstances that may be prescribed
       by Regulations. The election made by the Participant and consented to by
       his spouse may be revoked by the Participant in writing without the
       consent of the spouse at any time during the election period. The number
       of revocations shall not be limited. Any new election must comply with
       the requirements of this paragraph. A former spouse's waiver shall not be
       binding on a new spouse.

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


                                      47
<PAGE>

       (4) For purposes of this Section and Section 6.6, the "annuity starting
   date" means the first day of the first period for which an amount is paid as
   an annuity, or, in the case of a benefit not payable in the form of an
   annuity, the first day on which all events have occurred which entitles the
   Participant to such benefit.

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

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

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

          (iii) the right of the Participant's spouse to consent to any election
       to waive the Joint and Survivor Annuity, and

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

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

       (1) One lump-sum payment in cash or in property;

       (2) Payments over a period certain in monthly, quarterly, semiannual, or
   annual cash installments. In order to provide such installment payments, the
   Administrator may direct that the Participant's interest in the Plan be
   segregated and invested separately, and that the funds in the segregated
   account be used for the payment of the installments. The period over which
   such payment is to be made shall not extend beyond the Participant's life
   expectancy (or the life expectancy of the Participant and his designated
   Beneficiary);

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

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

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


                                      48
<PAGE>

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

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

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

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

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

   (e) Notwithstanding any provision in the Plan to the contrary, the
distribution of a Participant's benefits, made on or after January 1, 1985,
whether under the Plan or through the purchase of an annuity Contract, shall be
made in accordance with the following requirements and shall otherwise comply
with Code Section 401(a)(9) and the Regulations thereunder (including
Regulation Section 1.40l(a)(9)-2), the provisions of which are incorporated
herein by reference:

       (1) A Participant's benefits shall be distributed to him not later than
   April 1st of the calendar year following the later of (i) the calendar year
   in which the Participant attains age 70 1/2 or (ii) the calendar year in
   which the Participant retires, provided, however, that this clause (ii) shall
   not apply in the case of a Participant who is a "five (5) percent owner" at
   any time during the five (5) Plan Year period ending in the calendar year in
   which he attains age 70 1/2 or, in the case of a Participant who becomes a
   "five (5) percent owner" during any subsequent Plan Year, clause (ii) shall
   no longer apply and the required beginning date shall be the April 1st of the
   calendar year following the calendar year in which such subsequent Plan Year
   ends. Alternatively, distributions to a Participant must begin no later than
   the applicable April 1st as determined under the preceding sentence and must
   be made over the life of the Participant (or the lives of the Participant and
   the Participant's designated Beneficiary) or, if benefits are paid in the
   form of a Joint and Survivor Annuity, the life expectancy of the Participant
   (or the life expectancies of the Participant and his designated Beneficiary)
   in accordance with Regulations. For Plan Years beginning after December 31,
   1988, clause (ii) above shall not apply to any Participant unless the
   Participant had attained age 70 1/2 before January 1, 1988 and was not a
   "five (5) percent owner" at any time during the Plan Year ending with or
   within the calendar year in which the Participant attained age 66 1/2 or any
   subsequent Plan Year.

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

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

   (f) For purposes of this Section, the life expectancy of a Participant and a
Participant's spouse (other than in the case of a life annuity) shall be
redetermined annually in accordance with Regulations if permitted pursuant to
the Adoption Agreement. If the Participant or the Participant's spouse may elect
whether recalculations will be made, then the election, once made, shall be
irrevocable. If no election is made by the time distributions must commence,
then the life expectancy of the Participant and the Participant's spouse


                                      49
<PAGE>

    shall not be subject to recalculation. Life expectancy and joint and last
    survivor expectancy shall be computed using the return multiples in Tables V
    and VI of Regulation 1.72-9.

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

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

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

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

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

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

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

6.6  DISTRIBUTION OF BENEFITS UPON DEATH

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

       (b)  Any election to waive the Pre-Retirement Survivor Annuity before the
    Participant's death must be made by the Participant in writing during the
    election period and shall require the spouse's irrevocable consent in the
    same manner provided for in Section 6.5(a)(2). Further, the spouse's consent
    must acknowledge the specific nonspouse Beneficiary. Notwithstanding the
    foregoing, the nonspouse Beneficiary need not be acknowledged, provided the
    consent of the spouse acknowledges that the spouse has the right to limit
    consent only to a specific Beneficiary and that the spouse voluntarily
    elects to relinquish such right.

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

       (d) With regard to the election, the Administrator shall provide each
    Participant within the applicable period, with respect to such Participant
    (and consistent with Regulations), a written explanation of the

                                      50
<PAGE>

Pre-Retirement Survivor Annuity containing comparable information to that
required pursuant to Section 6.5(a)(5). For the purposes of this paragraph, the
term "applicable period" means, with respect to a Participant, whichever of the
following periods ends last:

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

       (2) A reasonable period after the individual becomes a Participant. For
   this purpose, in the case of an individual who becomes a Participant after
   age 32, the explanation must be provided by the end of the three-year period
   beginning with the first day of the first Plan Year for which the individual
   is a Participant;

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

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

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

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

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

   (g) (1) In the event there is an election to waive the Pre-Retirement
Survivor Annuity, and for death benefits in excess of the Pre-Retirement
Survivor Annuity, such death benefits shall be paid to the Participant's
Beneficiary by either of the following methods, as elected by the Participant
(or if no election has been made prior to the Participant's death, by his
Beneficiary) subject to the rules specified in Section 6.6(h) and the selections
made in the Adoption Agreement:

          (i)   One lump-sum payment in cash or in property;

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

          (iii) If death benefits in excess of the Pre-Retirement Survivor
       Annuity are to be paid to the surviving spouse, such benefits may be paid
       pursuant to (i) or (ii) above, or used to purchase an annuity so as to
       increase the payments made pursuant to the Pre-Retirement Survivor
       Annuity;

                                      51
<PAGE>

       (2) In the event the death benefit payable pursuant to Section 6.2 is
   payable in installments, then, upon the death of the Participant, the
   Administrator may direct that the death benefit be segregated and invested
   separately, and that the funds accumulated in the segregated account be used
   for the payment of the installments.

   (h) Notwithstanding any provision in the Plan to the contrary, distributions
upon the death of a Participant made on or after January 1, 1985, shall be made
in accordance with the following requirements and shall otherwise comply with
Code Section 401(a)(9) and the Regulations thereunder.

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

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

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

          (ii) The 5-year distribution requirement of (i) above shall not apply
       to any portion of the deceased Participant's interest which is payable to
       or for the benefit of a designated Beneficiary. In such event, such
       portion shall be distributed over the life of such designated Beneficiary
       (or over a period not extending beyond the life expectancy of such
       designated Beneficiary) provided such distribution begins not later than
       December 31st of the calendar year immediately following the calendar
       year in which the Participant died;

          (iii) However, in the event the Participant's spouse (determined as of
       the date of the Participant's death) is his designated Beneficiary, the
       provisions of (ii) above shall apply except that the requirement that
       distributions commence within one year of the Participant's death shall
       not apply. In lieu thereof, distributions must commence on or before the
       later of: (1) December 31st of the calendar year immediately following
       the calendar year in which the Participant died; or (2) December 31st of
       the calendar year in which the Participant would have attained age 70
       1/2. If the surviving spouse dies before distributions to such spouse
       begin, then the 5-year distribution requirement of this Section shall
       apply as if the spouse was the Participant.

       (3) Notwithstanding subparagraph (2) above, or any selections made in the
   Adoption Agreement, if a Participant's death benefits are to be paid in the
   form of a Pre-Retirement Survivor Annuity, then distributions to the
   Participant's surviving spouse must commence on or before the later of: (1)
   December 31st of the calendar year immediately following the calendar year in
   which the Participant died; or (2) December 31st of the calendar year in
   which the Participant would have attained age 70 1/2.

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

                                      52
<PAGE>

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

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

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

6.7  TIME OF SEGREGATION OR DISTRIBUTION

    Except as limited by Sections 6.5 and 6.6, whenever a distribution is to be
made, or a series of payments are to commence, on or as of an Anniversary Date,
the distribution or series of payments may be made or begun on such date or as
soon thereafter as is practicable, but in no event later than 180 days after the
Anniversary Date. However, unless a Former Participant elects in writing to
defer the receipt of benefits (such election may not result in a death benefit
that is more than incidental), the payment of benefits shall begin not later
than the 60th day after the close of the Plan Year in which the latest of the
following events occurs: (a) the date on which the Participant attains the
earlier of age 65 or the Normal Retirement Age specified herein; (b) the 10th
anniversary of the year in which the Participant commenced participation in the
Plan; or (c) the date the Participant terminates his service with the Employer.

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

6.8  DISTRIBUTION FOR MINOR BENEFICIARY

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

6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

    In the event that all, or any portion, of the distribution payable to a
Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored,
first from Forfeitures, if any, and then from an additional Employer
contribution if necessary.

                                      53
<PAGE>

6.10  PRE-RETIREMENT DISTRIBUTION

    If elected in the Adoption Agreement, at such time as a Participant shall
have attained the age specified in the Adoption Agreement, the Administrator, at
the election of the Participant, shall direct the Trustee to distribute up to
the entire amount then credited to the accounts maintained on behalf of the
Participant. However, no such distribution may be made to any Participant unless
his Participant's Account has become fully Vested. In the event that the
Administrator makes such a distribution, the Participant shall continue to be
eligible to participate in the Plan on the same basis as any other Employee. Any
distribution made pursuant to this Section shall be made in a manner consistent
with Section 6.5, including but not limited to, all notice and consent
requirements required by Code Sections 411(a)(l1) and 417 and the Regulations
thereunder.

    Notwithstanding the above, pre-retirement distributions from a Participant's
Elective Account and Qualified Non-Elective Account shall not be permitted prior
to the Participants attaining 59 1/2 except as otherwise permitted under the
terms of the Plan.

6.11  ADVANCE DISTRIBUTION FOR HARDSHIP

       (a) The Administrator, at the election of the Participant, shall direct
    the Trustee to distribute to any Participant in any one Plan Year up to the
    lesser of (1) 100% of his accounts as specified in the Adoption Agreement
    valued as of the last Anniversary Date or other valuation date or (2) the
    amount necessary to satisfy the immediate and heavy financial need of the
    Participant. Any distribution made pursuant to this Section shall be deemed
    to be made as of the first day of the Plan Year or, if later, the valuation
    date immediately preceding the date of distribution, and the account from
    which the distribution is made shall be reduced accordingly. Withdrawal
    under this Section shall be authorized only if the distribution is on
    account of one of the following or any other items permitted by the Internal
    Revenue Service:

          (1) Medical expenses described in Code Section 213(d) incurred by the
       Participant, his spouse, or any of his dependents (as defined in Code
       Section 152);

          (2) The purchase (excluding mortgage payments) of a principal
       residence for the Participant;

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

          (4) Payment of tuition for the next semester or quarter of post-
       secondary education for the Participant, his spouse, children, or
       dependents; or

          (5) The need to prevent the eviction of the Participant from his
       principal residence or foreclosure on the mortgage of the Participant's
       principal residence.

       (b) No such distribution shall be made from the Participant's Account
    until such Account has become fully Vested.

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

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

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

                                      54
<PAGE>

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

          (4) The Plan, and all other plans maintained by the Employer, provide
       that the Participant may not make elective deferrals for the
       Participant's taxable year immediately following the taxable year of the
       hardship distribution in excess of the applicable limit under Code
       Section 402(g) for such next taxable year less the amount of such
       Participant's elective deferrals for the taxable year of the hardship
       distribution.

       (d) Notwithstanding the above, distributions from the Participant's
    Elective Account and Qualified Non-Elective Account pursuant to this Section
    shall be limited solely to the Participant's Deferred Compensation and any
    income attributable thereto credited to the Participant's Elective Account
    as of December 31, 1988.

       (e) Any distribution made pursuant to this Section shall be made in a
    manner which is consistent with and satisfies the provisions of Section 6.5,
    including, but not limited to, all notice and consent requirements of Code
    Sections 41l(a)(11) and 417 and the Regulations thereunder.

6.12  LIMITATIONS ON BENEFITS AND DISTRIBUTIONS

    All rights and benefits, including elections, provided to a Participant in
this Plan shall be subject to the rights afforded to any "alternate payee" under
a "qualified domestic relations order." Furthermore, a distribution to an
"alternate payee" shall be permitted if such distribution is authorized by a
"qualified domestic relations order," even if the affected Participant has not
reached the "earliest retirement age" under the Plan. For the purposes of this
Section, "alternate payee," "qualified domestic relations order" and "earliest
retirement age" shall have the meaning set forth under Code Section 4l4(p).

6.13  SPECIAL RULE FOR NON-ANNUITY PLANS

    If elected in the Adoption Agreement, the following shall apply to a
Participant in a Profit Sharing Plan and to any distribution, made on or after
the first day of the first plan year beginning after December 31, 1988, from or
under a separate account attributable solely to accumulated deductible employee
contributions, as defined in Code Section 72(o)(5)(B), and maintained on behalf
of a participant in a money purchase pension plan, (including a target benefit
plan):

       (a)  The Participant shall be prohibited from electing benefits in the
    form of a life annuity;

       (b)  Upon the death of the Participant, the Participant's entire Vested
    account balances will be paid to his or her surviving spouse, or, if there
    is no surviving spouse or the surviving spouse has already consented to
    waive his or her benefit, in accordance with Section 6.6, to his designated
    Beneficiary; and

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

    This Section shall not apply to any Participant if it is determined that
this Plan is a direct or indirect transferee of a defined benefit plan or money
purchase plan, or a target benefit plan, stock bonus or profit sharing plan
which would otherwise provide for a life annuity form of payment to the
Participant.

                                      55
<PAGE>

                                  ARTICLE VII
                                    TRUSTEE

7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE

    The Trustee shall have the following categories of responsibilities:

       (a) Consistent with the "funding policy and method" determined by the
    Employer to invest, manage, and control the Plan assets subject, however, to
    the direction of an Investment Manager if the Employer should appoint such
    manager as to all or a portion of the assets of the Plan;

       (b) At the direction of the Administrator, to pay benefits required under
    the Plan to be paid to Participants, or, in the event of their death, to
    their Beneficiaries;

       (c) To maintain records of receipts and disbursements and furnish to the
    Employer and/or Administrator for each Plan Year a written annual report per
    Section 7.7; and

       (d) If there shall be more than one Trustee, they shall act by a majority
    of their number, but may authorize one or more of them to sign papers on
    their behalf.

7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

       (a) The Trustee shall, except as provided in the Adoption Agreement,
    invest and reinvest the Trust Fund to keep the Trust Fund invested without
    distinction between principal and income and in such securities or property,
    real or personal, wherever situated, as the Trustee shall deem advisable,
    including, but not limited to, stocks, common or preferred, bonds and other
    evidences of indebtedness or ownership, and real estate or any interest
    therein. The Trustee shall at all times in making investments of the Trust
    Fund consider, among other factors, the short and long-term financial needs
    of the Plan on the basis of information furnished by the Employer. In making
    such investments, the Trustee shall not be restricted to securities or other
    property of the character expressly authorized by the applicable law for
    trust investments; however, the Trustee shall give due regard to any
    limitations imposed by the Code or the Act so that at all times this Plan
    may qualify as a qualified Plan and Trust.

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

       (c) Notwithstanding Section 7.2(a), the Employer, in writing to the
    Trustee, may delegate investment responsibility to the Administrator. If the
    Administrator has been delegated such authority, the Trustee shall invest
    trust assets in accordance with the Administrator's direction, unless the
    Trustee determines, in the exercise of its responsibility under ERISA as a
    co-fiduciary of the Plan, that such investments are not permitted under the
    terms of the Plan, Trust, or the Act. The Trustee shall not be liable or
    responsible for losses or unfavorable results arising from the Trustee's
    compliance with directions received from the Administrator.

       (d) The Trustee may from time to time transfer to a common, collective,
    or pooled trust fund maintained by any corporate Trustee hereunder pursuant
    to Revenue Ruling 81-100, all or such part of the Trust Fund as the Trustee
    may deem advisable, and such part or all of the Trust Fund so transferred
    shall be subject to all the terms and provisions of the common, collective,
    or pooled trust fund which contemplate the commingling for investment
    purposes of such trust assets with trust assets of other trusts. The Trustee
    may withdraw from such common, collective, or pooled trust fund all or such
    part of the Trust Fund as the Trustee may deem advisable.

                                      56
<PAGE>

       (e) The Trustee, at the direction of the Administrator and pursuant to
    instructions from the individual designated in the Adoption Agreement for
    such purpose and subject to the conditions set forth in the Adoption
    Agreement, shall ratably apply for, own, and pay all premiums on Contracts
    on the lives of the Participants. Any initial or additional Contract
    purchased on behalf of a Participant shall have a face amount of not less
    than $1,000, the amount set forth in the Adoption Agreement, or the
    limitation of the Insurer, whichever is greater. If a life insurance
    Contract is to be purchased for a Participant, the aggregate premium for
    ordinary life insurance for each Participant must be less than 50% of the
    aggregate contributions and Forfeitures allocated to a Participant's
    Combined Account. For purposes of this limitation, ordinary life insurance
    Contracts are Contracts with both non-decreasing death benefits and non-
    increasing premiums. If term insurance or universal life insurance is
    purchased with such contributions, the aggregate premium must be 25% or less
    of the aggregate contributions and Forfeitures allocated to a Participant's
    Combined Account. If both term insurance and ordinary life insurance are
    purchased with such contributions, the amount expended for term insurance
    plus one-half of the premium for ordinary life insurance may not in the
    aggregate exceed 25% of the aggregate Employer contributions and Forfeitures
    allocated to a Participant's Combined Account. The Trustee must distribute
    the Contracts to the Participant or convert the entire value of the
    Contracts at or before retirement into cash or provide for a periodic income
    so that no portion of such value may be used to continue life insurance
    protection beyond retirement. Notwithstanding the above, the limitations
    imposed herein with respect to the purchase of life insurance shall not
    apply, in the case of a Profit Sharing Plan, to the portion of a
    Participant's Account that has accumulated for at least two (2) Plan Years.

       Notwithstanding anything hereinabove to the contrary, amounts credited to
    a Participant's Qualified Voluntary Employee Contribution Account pursuant
    to Section 4.14, shall not be applied to the purchase of life insurance
    contracts.

       (f) The Trustee will be the owner of any life insurance Contract
    purchased under the terms of this Plan. The Contract must provide that the
    proceeds will be payable to the Trustee; however, the Trustee shall be
    required to pay over all proceeds of the Contract to the Participant's
    designated Beneficiary in accordance with the distribution provisions of
    Article VI. A Participant's spouse will be the designated Beneficiary
    pursuant to Section 6.2, unless a qualified election has been made in
    accordance with Sections 6.5 and 6.6 of the Plan, if applicable. Under no
    circumstances shall the Trust retain any part of the proceeds. However, the
    Trustee shall not pay the proceeds in a method that would violate the
    requirements of the Retirement Equity Act, as stated in Article VI of the
    Plan, or Code Section 401(a)(9) and the Regulations thereunder.

7.3  OTHER POWERS OF THE TRUSTEE

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

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

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

       (c) To vote upon any stocks, bonds, or other securities; to give general
    or special proxies or powers of attorney with or without power of
    substitution; to exercise any conversion privileges, subscription rights or
    other options, and to make any payments incidental thereto; to oppose, or to
    consent to, or otherwise participate in, corporate reorganizations or other
    changes affecting corporate securities, and to delegate discretionary
    powers, and to pay any assessments or charges in connection therewith; and
    generally to exercise any of the powers of an owner with respect to stocks,
    bonds, securities, or other property. However, the Trustee shall not vote
    proxies relating to securities for which it has not been assigned full
    investment

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management responsibilities. In those cases where another party has such
investment authority or discretion, be it the Administrator or an outside
Investment Manager, the Trustee will deliver all proxies to said party who will
then have full responsibility for voting those proxies;

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

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

   (f) To keep such portion of the Trust Fund in cash or cash balances as the
Trustee may, from time to time, deem to be in the best interests of the Plan,
without liability for interest thereon;

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

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

   (i) To settle, compromise, or submit to arbitration any claims, debts, or
damages due or owing to or from the Plan, to commence or defend suits or legal
or administrative proceedings, and to represent the Plan in all suits and legal
and administrative proceedings;

   (j) To employ suitable agents and counsel and to pay their reasonable
expenses and compensation, and such agent or counsel may or may not be agent or
counsel for the Employer;

   (k) To apply for and procure from the Insurer as an investment of the Trust
Fund such annuity, or other Contracts (on the life of any Participant) as the
Administrator shall deem proper; to exercise, at any time or from time to time,
whatever rights and privileges may be granted under such annuity, or other
Contracts; to collect, receive, and settle for the proceeds of all such annuity,
or other Contracts as and when entitled to do so under the provisions thereof;

   (l) To invest funds of the Trust in time deposits or savings accounts bearing
a reasonable rate of interest in the Trustee's bank;

   (m) To invest in Treasury Bills and other forms of United States government
obligations;

   (n) To sell, purchase and acquire put or call options if the options are
traded on and purchased through a national securities exchange registered under
the Securities Exchange Act of 1934, as amended, or, if the options are not
traded on a national securities exchange, are guaranteed by a member firm of the
New York Stock Exchange;

   (o) To deposit monies in federally insured savings accounts or certificates
of deposit in banks or savings and loan associations;

   (p) To pool all or any of the Trust Fund, from time to time, with assets
belonging to any other qualified employee pension benefit trust created by the
Employer or any Affiliated Employer, and to commingle such assets and make joint
or common investments and carry joint accounts on behalf of this Plan and such
other trust or trusts, allocating undivided shares or interests in such
investments or accounts or any pooled assets of the two or more trusts in
accordance with their respective interests;

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<PAGE>

       (q) To do all such acts and exercise all such rights and privileges,
    although not specifically mentioned herein, as the Trustee may deem
    necessary to carry out the purposes of the Plan.

       (r) Directed Investment Account. The powers granted to the Trustee shall
    be exercised in the sole fiduciary discretion of the Trustee. However, if
    elected in the Adoption Agreement, each Participant may direct the Trustee
    to separate and keep separate all or a portion of his interest in the Plan;
    and further each Participant is authorized and empowered, in his sole and
    absolute discretion, to give directions to the Trustee in such form as the
    Trustee may require concerning the investment of the Participant's Directed
    Investment Account, which directions must be followed by the Trustee
    subject, however, to restrictions on payment of life insurance premiums.
    Neither the Trustee nor any other persons including the Administrator or
    otherwise shall be under any duty to question any such direction of the
    Participant or to review any securities or other property, real or personal,
    or to make any suggestions to the Participant in connection therewith, and
    the Trustee shall comply as promptly as practicable with directions given by
    the Participant hereunder. Any such direction may be of a continuing nature
    or otherwise and may be revoked by the Participant at any time in such form
    as the Trustee may require. The Trustee may refuse to comply with any
    direction from the Participant in the event the Trustee, in its sole and
    absolute discretion, deems such directions improper by virtue of applicable
    law, and in such event, the Trustee shall not be responsible or liable for
    any loss or expense which may result. Any costs and expenses related to
    compliance with the Participant's directions shall be borne by the
    Participant's Directed Investment Account.

       Notwithstanding anything hereinabove to the contrary, the Trustee shall
    not, at any time after December 31, 1981, invest any portion of a Directed
    Investment Account in "collectibles" within the meaning of that term as
    employed in Code Section 408(m).

7.4  LOANS TO PARTICIPANTS

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

       (b) Loans shall not be made to any Shareholder-Employee or Owner-Employee
    unless an exemption for such loan is obtained pursuant to Act Section 408
    and further provided that such loan would not be subject to tax pursuant to
    Code Section 4975.

       (c) Loans shall not be granted to any Participant that provide for a
    repayment period extending beyond such Participant's Normal Retirement Date.

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

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

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

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

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<PAGE>

       (e) No Participant loan shall take into account the present value of such
    Participant's Qualified Voluntary Employee Contribution Account.

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

       (g) An assignment or pledge of any portion of a Participant's interest in
    the Plan and a loan, pledge, or assignment with respect to any insurance
    Contract purchased under the Plan, shall be treated as a loan under this
    Section.

       (h) Any loan made pursuant to this Section after August 18, 1985 where
    the Vested interest of the Participant is used to secure such loan shall
    require the written consent of the Participant's spouse in a manner
    consistent with Section 6.5(a) provided the spousal consent requirements of
    such Section apply to the Plan. Such written consent must be obtained within
    the 90-day period prior to the date the loan is made. Any security interest
    held by the Plan by reason of an outstanding loan to the Participant shall
    be taken into account in determining the amount of the death benefit or Pre-
    Retirement Survivor Annuity. However, no spousal consent shall be required
    under this paragraph if the total accrued benefit subject to the security is
    not in excess of $3,500.

       (i) With regard to any loans granted or renewed on or after the last day
    of the first Plan Year beginning after December 31, 1988, a Participant loan
    program shall be established which must include, but need not be limited to,
    the following:

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

          (2) a procedure for applying for loans;

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

          (4) limitations, if any, on the types and amounts of loans offered,
       including what constitutes a hardship or financial need if selected in
       the Adoption Agreement;

          (5) the procedure under the program for determining a reasonable rate
       of interest;

          (6) the types of collateral which may secure a Participant loan; and

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

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

7.5  DUTIES OF THE TRUSTEE REGARDING PAYMENTS

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<PAGE>

    At the direction of the Administrator, the Trustee shall, from time to time,
in accordance with the terms of the Plan, make payments out of the Trust Fund.
The Trustee shall not be responsible in any way for the application of such
payments.

7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

    The Trustee shall be paid such reasonable compensation as set forth in the
Trustee's fee schedule (if the Trustee has such a schedule) or as agreed upon in
writing by the Employer and the Trustee. An individual serving as Trustee who
already receives full-time pay from the Employer shall not receive compensation
from this Plan. In addition, the Trustee shall be reimbursed for any reasonable
expenses, including reasonable counsel fees incurred by it as Trustee. Such
compensation and expenses shall be paid from the Trust Fund unless paid or
advanced by the Employer. All taxes of any kind and all kinds whatsoever that
may be levied or assessed under existing or future laws upon, or in respect of,
the Trust Fund or the income thereof, shall be paid from the Trust Fund.

7.7  ANNUAL REPORT OF THE TRUSTEE

    Within a reasonable period of time after the later of the Anniversary Date
or receipt of the Employer's contribution for each Plan Year, the Trustee, or
its agent, shall furnish to the Employer and Administrator a written statement
of account with respect to the Plan Year for which such contribution was made
setting forth:

       (a) the net income, or loss, of the Trust Fund;

       (b) the gains, or losses, realized by the Trust Fund upon sales or other
    disposition of the assets;

       (c) the increase, or decrease, in the value of the Trust Fund;

       (d) all payments and distributions made from the Trust Fund; and

       (e) such further information as the Trustee and/or Administrator deems
    appropriate. The Employer, forthwith upon its receipt of each such statement
    of account, shall acknowledge receipt thereof in writing and advise the
    Trustee and/or Administrator of its approval or disapproval thereof. Failure
    by the Employer to disapprove any such statement of account within thirty
    (30) days after its receipt thereof shall be deemed an approval thereof. The
    approval by the Employer of any statement of account shall be binding as to
    all matters embraced therein as between the Employer and the Trustee to the
    same extent as if the account of the Trustee had been settled by judgment or
    decree in an action for a judicial settlement of its account in a court of
    competent jurisdiction in which the Trustee, the Employer and all persons
    having or claiming an interest in the Plan were parties; provided, however,
    that nothing herein contained shall deprive the Trustee of its right to have
    its accounts judicially settled if the Trustee so desires.

7.8  AUDIT

       (a) If an audit of the Plan's records shall be required by the Act and
    the regulations thereunder for any Plan Year, the Administrator shall direct
    the Trustee to engage on behalf of all Participants an independent qualified
    public accountant for that purpose. Such accountant shall, after an audit of
    the books and records of the Plan in accordance with generally accepted
    auditing standards, within a reasonable period after the close of the Plan
    Year, furnish to the Administrator and the Trustee a report of his audit
    setting forth his opinion as to whether any statements, schedules or lists,
    that are required by Act Section 103 or the Secretary of Labor to be filed
    with the Plan's annual report, are presented fairly in conformity with
    generally accepted accounting principles applied consistently.

       (b) All auditing and accounting fees shall be an expense of and may, at
    the election of the Administrator, be paid from the Trust Fund.

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<PAGE>

       (c) If some or all of the information necessary to enable the
    Administrator to comply with Act Section 103 is maintained by a bank,
    insurance company, or similar institution, regulated and supervised and
    subject to periodic examination by a state or federal agency, it shall
    transmit and certify the accuracy of that information to the Administrator
    as provided in Act Section 103(b) within one hundred twenty (120) days after
    the end of the Plan Year or such other date as may be prescribed under
    regulations of the Secretary of Labor.

7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

       (a) The Trustee may resign at any time by delivering to the Employer, at
    least thirty (30) days before its effective date, a written notice of his
    resignation.

       (b) The Employer may remove the Trustee by mailing by registered or
    certified mail, addressed to such Trustee at his last known address, at
    least thirty (30) days before its effective date, a written notice of his
    removal.

       (c) Upon the death, resignation, incapacity, or removal of any Trustee, a
    successor may be appointed by the Employer; and such successor, upon
    accepting such appointment in writing and delivering same to the Employer,
    shall, without further act, become vested with all the estate, rights,
    powers, discretions, and duties of his predecessor with like respect as if
    he were originally named as a Trustee herein. Until such a successor is
    appointed, the remaining Trustee or Trustees shall have full authority to
    act under the terms of the Plan.

       (d) The Employer may designate one or more successors prior to the death,
    resignation, incapacity, or removal of a Trustee. In the event a successor
    is so designated by the Employer and accepts such designation, the successor
    shall, without further act, become vested with all the estate, rights,
    powers, discretions, and duties of his predecessor with the like effect as
    if he were originally named as Trustee herein immediately upon the death,
    resignation, incapacity, or removal of his predecessor.

       (e) Whenever any Trustee hereunder ceases to serve as such, he shall
    furnish to the Employer and Administrator a written statement of account
    with respect to the portion of the Plan Year during which he served as
    Trustee. This statement shall be either (i) included as part of the annual
    statement of account for the Plan Year required under Section 7.7 or (ii)
    set forth in a special statement. Any such special statement of account
    should be rendered to the Employer no later than the due date of the annual
    statement of account for the Plan Year. The procedures set forth in Section
    7.7 for the approval by the Employer of annual statements of account shall
    apply to any special statement of account rendered hereunder and approval by
    the Employer of any such special statement in the manner provided in Section
    7.7 shall have the same effect upon the statement as the Employer's approval
    of an annual statement of account. No successor to the Trustee shall have
    any duty or responsibility to investigate the acts or transactions of any
    predecessor who has rendered all statements of account required by Section
    7.7 and this subparagraph.

7.10  TRANSFER OF INTEREST

    Notwithstanding any other provision contained in this Plan, the Trustee at
the direction of the Administrator shall transfer the Vested interest, if any,
of such Participant in his account to another trust forming part of a pension,
profit sharing, or stock bonus plan maintained by such Participant's new
employer and represented by said employer in writing as meeting the requirements
of Code Section 401(a), provided that the trust to which such transfers are made
permits the transfer to be made.

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<PAGE>

7.11 TRUSTEE INDEMNIFICATION

    The Employer agrees to indemnify and save harmless the Trustee against any
and all claims, losses, damages, expenses and liabilities the Trustee may incur
in the exercise and performance of the Trustee's powers and duties hereunder,
unless the same are determined to be due to gross negligence or willful
misconduct.

7.12  EMPLOYER SECURITIES AND REAL PROPERTY

    The Trustee shall be empowered to acquire and hold "qualifying Employer
securities" and "qualifying Employer real property," as those terms are defined
in the Act. However, no more than 100% of the fair market value of all the
assets in the Trust Fund may be invested in "qualifying Employer securities" and
"qualifying Employer real property".

                                  ARTICLE VIII
                      AMENDMENT, TERMINATION, AND MERGERS

8.1  AMENDMENT

       (a) The Employer shall have the right at any time to amend this Plan
    subject to the limitations of this Section. However, any amendment which
    affects the rights, duties or responsibilities of the Trustee and
    Administrator may only be made with the Trustee's and Administrator's
    written consent. Any such amendment shall become effective as provided
    therein upon its execution. The Trustee shall not be required to execute any
    such amendment unless the amendment affects the duties of the Trustee
    hereunder.

       (b) The Employer may (1) change the choice of options in the Adoption
    Agreement, (2) add overriding language in the Adoption Agreement when such
    language is necessary to satisfy Code Sections 415 or 416 because of the
    required aggregation of multiple plans, and (3) add certain model amendments
    published by the Internal Revenue Service which specifically provide that
    their adoption will not cause the Plan to be treated as an individually
    designed plan. An Employer that amends the Plan for any other reason,
    including a waiver of the minimum funding requirement under Code Section
    412(d), will no longer participate in this Prototype Plan and will be
    considered to have an individually designed plan.

       Furthermore, an Employer may not use this Plan and will be deemed to have
    an individually designed plan if the Employer does not maintain a product of
    the sponsor of the Plan or any of its affiliates or subsidiaries.

       (c) The Employer expressly delegates authority to the sponsoring
    organization of this Plan, the right to amend this Plan by submitting a copy
    of the amendment to each Employer who has adopted this Plan after first
    having received a ruling or favorable determination from the Internal
    Revenue Service that the Plan as amended qualifies under Code Section 401(a)
    and the Act. For purposes of this Section, the mass submitter shall be
    recognized as the agent of the sponsoring organization. If the sponsoring
    organization does not adopt the amendments made by the mass submitter, it
    will no longer be identical to or a minor modifier of the mass submitter
    plan.

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

       (e) Except as permitted by Regulations (including Regulation 1.4l1(d)-
    4), no Plan amendment or transaction having the effect of a Plan amendment
    (such as a merger, plan transfer or similar transaction) shall be effective
    if it eliminates or reduces any "Section 411(d)(6) protected benefit" or
    adds or modifies

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<PAGE>

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

8.2  TERMINATION

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

       (b) Upon the full termination of the Plan, the Employer shall direct the
    distribution of the assets to Participants in a manner which is consistent
    with and satisfies the provisions of Section 6.5. Distributions to a
    Participant shall be made in cash (or in property if permitted in the
    Adoption Agreement) or through the purchase of irrevocable nontransferable
    deferred commitments from the Insurer. Except as permitted by Regulations,
    the termination of the Plan shall not result in the reduction of "Section
    411(d)(6) protected benefits" as described in Section 8.1.

8.3  MERGER OR CONSOLIDATION

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

                                   ARTICLE IX
                                 MISCELLANEOUS

9.1  EMPLOYER ADOPTIONS

       (a) Any organization may become the Employer hereunder by executing the
    Adoption Agreement in form satisfactory to the Trustee, and it shall provide
    such additional information as the Trustee may require. The consent of the
    Trustee to act as such shall be signified by its execution of the Adoption
    Agreement.

       (b) Except as otherwise provided in this Plan, the affiliation of the
    Employer and the participation of its Participants shall be separate and
    apart from that of any other employer and its participants hereunder.

9.2  PARTICIPANT'S RIGHTS

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

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<PAGE>

9.3  ALIENATION

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

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

       (c) This provision shall not apply to a "qualified domestic relations
    order" defined in Code Section 414(p), and those other domestic relations
    orders permitted to be so treated by the Administrator under the provisions
    of the Retirement Equity Act of 1984. The Administrator shall establish a
    written procedure to determine the qualified status of domestic relations
    orders and to administer distributions under such qualified orders. Further,
    to the extent provided under a "qualified domestic relations order", a
    former spouse of a Participant shall be treated as the spouse or surviving
    spouse for all purposes under the Plan.

9.4  CONSTRUCTION OF PLAN

    This Plan and Trust shall be construed and enforced according to the Act and
the laws of the State or Commonwealth in which the Employer's principal office
is located, other than its laws respecting choice of law, to the extent not pre-
empted by the Act.

9.5  GENDER AND NUMBER

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

9.6  LEGAL ACTION

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

9.7  PROHIBITION AGAINST DIVERSION OF FUNDS

       (a) Except as provided below and otherwise specifically permitted by law,
    it shall be impossible by operation of the Plan or of the Trust, by
    termination of either, by power of revocation or amendment, by the happening
    of any contingency, by collateral arrangement or by any other means, for any
    part of the corpus or income of any Trust Fund maintained pursuant to the
    Plan or any funds contributed thereto to be used for,

                                      65
<PAGE>

    or diverted to, purposes other than the exclusive benefit of Participants,
    Retired Participants, or their Beneficiaries.

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

9.8  BONDING

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

9.9  INSURER'S PROTECTIVE CLAUSE

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

9.10  RECEIPT AND RELEASE FOR PAYMENTS

    Any payment to any Participant, his legal representative, Beneficiary, or to
any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of this Plan, shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer.

9.11  ACTION BY THE EMPLOYER

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

9.12  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

    The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator, (3) the Trustee, and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under the Plan.
In general, the Employer shall have the sole responsibility for making the
contributions provided for under Section 4.1; and shall have the sole authority
to appoint and remove the Trustee and the Administrator; to formulate the Plan's
"funding policy and method"; and to amend the elective provisions of the
Adoption Agreement or terminate, in whole or in part, the Plan. The
Administrator shall have the sole responsibility for the administration of the
Plan, which responsibility is specifically described in the Plan. The Trustee
shall have the sole responsibility of management of the assets held under the

                                      66
<PAGE>

Trust, except those assets, the management of which has been assigned to an
Investment Manager or Administrator, who shall be solely responsible for the
management of the assets assigned to it, all as specifically provided in the
Plan. Each named Fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with the provisions of
the Plan, authorizing or providing for such direction, information or action.
Furthermore, each named Fiduciary may rely upon any such direction, information
or action of another named Fiduciary as being proper under the Plan, and is not
required under the Plan to inquire into the propriety of any such direction,
information or action. It is intended under the Plan that each named Fiduciary
shall be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under the Plan. No named Fiduciary shall
guarantee the Trust Fund in any manner against investment loss or depreciation
in asset value. Any person or group may serve in more than one Fiduciary
capacity.

9.13  HEADINGS

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

9.14  APPROVAL BY INTERNAL REVENUE SERVICE

       (a) Notwithstanding anything herein to the contrary, if, pursuant to a
    timely application filed by or in behalf of the Plan, the Commissioner of
    Internal Revenue Service or his delegate should determine that the Plan does
    not initially qualify as a tax-exempt plan under Code Sections 401 and 501,
    and such determination is not contested, or if contested, is finally upheld,
    then if the Plan is a new plan, it shall be void ab initio and all amounts
    contributed to the Plan, by the Employer, less expenses paid, shall be
    returned within one year and the Plan shall terminate, and the Trustee shall
    be discharged from all further obligations. If the disqualification relates
    to an amended plan, then the Plan shall operate as if it had not been
    amended and restated. In the event that a contribution is made to the Plan
    conditioned upon qualification of the Plan as amended, such contribution
    must be returned to Employer upon the determination that the amended Plan
    fails to qualify under the Code.

       (b) Notwithstanding any provisions to the contrary, except Sections 3.5,
    3.6, and 4.1(f), any contribution by the Employer to the Trust Fund is
    conditioned upon the deductibility of the contribution by the Employer under
    the Code and, to the extent any such deduction is disallowed, the Employer
    may within one (1) year following the disallowance of the deduction, demand
    repayment of such disallowed contribution and the Trustee shall return such
    contribution within one (1) year following the disallowance. Earnings of the
    Plan attributable to the excess contribution may not be returned to the
    Employer, but any losses attributable thereto must reduce the amount so
    returned.

       (c) If an Employer's Plan fails to attain or retain qualification, then
    such Plan will no longer participate in this Prototype Plan and will be
    considered an individually designed plan.

9.15  UNIFORMITY

    All provisions of this Plan shall be interpreted and applied in a uniform,
nondiscriminatory manner.

9.16  PAYMENT OF BENEFITS

    Benefits under this Plan shall be paid, subject to Section 6.10 and Section
6.11 only upon death, Total and Permanent Disability, normal or early
retirement, termination of employment, or upon Plan Termination.

                                      67
<PAGE>

                                   ARTICLE X
                            PARTICIPATING EMPLOYERS

10.1  ELECTION TO BECOME A PARTICIPATING EMPLOYER

    Notwithstanding anything herein to the contrary, with the consent of the
Employer and Trustee, any Affiliated Employer may adopt this Plan and all of the
provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.

10.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS

       (a) Each Participating Employer shall be required to select the same
    Adoption Agreement provisions as those selected by the Employer other than
    the Plan Year, the Fiscal Year, and such other items that must, by
    necessity, vary among employers.

       (b) Each such Participating Employer shall be required to use the same
    Trustee as provided in this Plan.

       (c) The Trustee may, but shall not be required to, commingle, hold and
    invest as one Trust Fund all contributions made by Participating Employers,
    as well as all increments thereof.

       (d) The transfer of any Participant from or to an Employer participating
    in this Plan, whether he be an Employee of the Employer or a Participating
    Employer, shall not affect such Participant's rights under the Plan, and all
    amounts credited to such Participant's Combined Account as well as his
    accumulated service time with the transferor or predecessor, and his length
    of participation in the Plan, shall continue to his credit.

       (e) Any expenses of the Plan which are to be paid by the Employer or
    borne by the Trust Fund shall be paid by each Participating Employer in the
    same proportion that the total amount standing to the credit of all
    Participants employed by such Employer bears to the total standing to the
    credit of all Participants.

10.3  DESIGNATION OF AGENT

    Each Participating Employer shall be deemed to be a part of this Plan;
provided, however, that with respect to all of its relations with the Trustee
and Administrator for the purpose of this Plan, each Participating Employer
shall be deemed to have designated irrevocably the Employer as its agent. Unless
the context of the Plan clearly indicates the contrary, the word "Employer"
shall be deemed to include each Participating Employer as related to its
adoption of the Plan.

10.4  EMPLOYEE TRANSFERS

    It is anticipated that an Employee may be transferred between Participating
Employers, and in the event of any such transfer, the Employee involved shall
carry with him his accumulated service and eligibility. No such transfer shall
effect a termination of employment hereunder, and the Participating Employer to
which the Employee is transferred shall thereupon become obligated hereunder
with respect to such Employee in the same manner as was the Participating
Employer from whom the Employee was transferred.

10.5  PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES

    Any contribution or Forfeiture subject to allocation during each Plan Year
shall be allocated among all Participants of all Participating Employers in
accordance with the provisions of this Plan. On the basis of the information
furnished by the Administrator, the Trustee shall keep separate books and
records concerning the affairs of each Participating Employer hereunder and as
to the accounts and credits of the Employees of each Participating Employer. The
Trustee may, but need not, register Contracts so as to evidence that a
particular Participating

                                      68
<PAGE>

Employer is the interested Employer hereunder, but in the event of an Employee
transfer from one Participating Employer to another, the employing Employer
shall immediately notify the Trustee thereof.

10.6  AMENDMENT

    Amendment of this Plan by the Employer at any time when there shall be a
Participating Employer hereunder shall only be by the written action of each and
every Participating Employer and with the consent of the Trustee where such
consent is necessary in accordance with the terms of this Plan.

10.7  DISCONTINUANCE OF PARTICIPATION

    Except in the case of a Standardized Plan, any Participating Employer shall
be permitted to discontinue or revoke its participation in the Plan at any time.
At the time of any such discontinuance or revocation, satisfactory evidence
thereof and of any applicable conditions imposed shall be delivered to the
Trustee. The Trustee shall thereafter transfer, deliver and assign Contracts and
other Trust Fund assets allocable to the Participants of such Participating
Employer to such new Trustee as shall have been designated by such Participating
Employer, in the event that it has established a separate pension plan for its
Employees provided, however, that no such transfer shall be made if the result
is the elimination or reduction of any "Section 411(d)(6) protected benefits"
in accordance with Section 8.1(e). If no successor is designated, the Trustee
shall retain such assets for the Employees of said Participating Employer
pursuant to the provisions of Article VII hereof. In no such event shall any
part of the corpus or income of the Trust Fund as it relates to such
Participating Employer be used for or diverted for purposes other than for the
exclusive benefit of the Employees of such Participating Employer.

10.8  ADMINISTRATOR'S AUTHORITY

    The Administrator shall have authority to make any and all necessary rules
or regulations, binding upon all Participating Employers and all Participants,
to effectuate the purpose of this Article.

10.9  PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE

    If any Participating Employer is prevented in whole or in part from making a
contribution which it would otherwise have made under the Plan by reason of
having no current or accumulated earnings or profits, or because such earnings
or profits are less than the contribution which it would otherwise have made,
then, pursuant to Code Section 404(a)(3)(B), so much of the contribution which
such Participating Employer was so prevented from making may be made, for the
benefit of the participating employees of such Participating Employer, by other
Participating Employers who are members of the same affiliated group within the
meaning of Code Section 1504 to the extent of their current or accumulated
earnings or profits, except that such contribution by each such other
Participating Employer shall be limited to the proportion of its total current
and accumulated earnings or profits remaining after adjustment for its
contribution to the Plan made without regard to this paragraph which the total
prevented contribution bears to the total current and accumulated earnings or
profits of all the Participating Employers remaining after adjustment for all
contributions made to the Plan without regard to this paragraph.

    A Participating Employer on behalf of whose employees a contribution is made
under this paragraph shall not be required to reimburse the contributing
Participating Employers.

                                      69
<PAGE>

                              AMENDMENT ONE TO THE
                  CHANNELL COMMERCIAL CORPORATION 4O1(K) PLAN
                              AND MERGER WITH THE
              CHANNELL COMMERCIAL CORPORATION 4O1(K) SAVINGS PLAN



     This AGREEMENT made and entered into this 22nd day of September, 1997, by
and between Channell Commercial Corp. a California corporation (referred to as
the "Company"); and Van Kampen American Capital Trust Company (referred to as
the "Trustee" of the Company Plan),


                                  WITNESSETH:

     WHEREAS, the Company established the Channell Commercial Corporation Profit
Sharing Plan effective February 1, 1986, and later restated the Company Profit
Sharing Plan by adoption of an Adoption Agreement to the American Capital
Marketing, Inc. Prototype 4O1(k) Profit Sharing Plan & Trust effective October
1, 1997 (referred to as the "Company Profit Sharing Plan") for the benefit of
its eligible employees; and

     WHEREAS, the Company established the Channell Commercial Corporation 4O1(k)
Savings Plan (referred to as the "Company 4O1(k) Savings Plan") effective
January 1, 1993 for the benefit of its eligible employees; and

     WHEREAS, the Company desires to merge the Company 4O1(k) Savings Plan with
the Company Profit Sharing Plan, effective October 1, 1997, with the latter
being the survivor as of the effective date of merger and thereafter known as
the Channell Commercial Corporation 4O1(k) Plan.

     NOW, THEREFORE, IT IS AGREED that the Company hereby merges the Company
Profit Sharing Plan and the Company 4O1(k) Savings Plan, effective October 1,
1997, with the surviving plan to be known as the Channell Commercial Corporation
4O1(k) Plan (the "Plan") and all assets and liabilities of the trust for the
Company 4O1(k) Savings Plan shall be transferred to the trust for the Company
Profit Sharing Plan as soon as administratively feasible thereafter, where they
shall be considered assets and liabilities of the trust for the Plan, and

     FURTHER AGREED that the Company shall take whatever steps are necessary to
ensure that the sum of all account balances in each plan immediately before the
effective date of merger shall equal the fair market value of the assets in each
respective plan immediately before the merger; and

     FURTHER AGREED that each participant in the Company Profit Sharing Plan and
each participant in the Company 4O1(k) Savings Plan shall have an account
balance immediately after the merger which is at least as great as all account
balances such participant had in the Company Profit Sharing Plan and/or the
Company 4O1(k) Savings Plan immediately before the merger; and
<PAGE>

The undersigned Company, being the plan sponsor of the Plan, hereby amends the
Plan, effective the date hereof, to include the following provision:


     Except as otherwise provided in the Plan, the Trustee shall have the power
     to take any action with respect to the Trust Fund which it deems necessary
     or advisable to discharge its responsibilities under the Plan including but
     not limited to the power to cause any part or all of the Trust Fund,
     without limitation as to amount, to be commingled with the funds from other
     trusts (including trusts for qualified employee benefit plans) by causing
     such money to be invested as a part of any pooled, common, collective or
     commingled trust fund heretofore or hereafter created by any Trustee (if
     the Trustee is a bank); the instrument or instruments establishing such
     trust fund or funds, as amended, being made part of this Plan and Trust so
     long as any portion of the Trust Fund shall be invested through the medium
     thereof.

     IN WITNESS THEREOF, the undersigned have caused this amendment to be
executed by each party's duly authorized officer or representative on the date
set forth below.



Channell Commercial Corporation
         (Employer Name)



By: /s/ Gary W. Baker                  Date:  9-22-97
   ------------------------------           ---------------
Title: Chief Financial Officer
      ---------------------------

Van Kampen American Capital Trust Company
            (Trustee)


By: /s/ Perri Williams                 Date:_______________
   ------------------------------
Title: Assistant Vice President
      ---------------------------


                                       2
<PAGE>

                       MORGAN STANLEY STABLE VALUE FUND

                            PARTICIPATION AGREEMENT
                            -----------------------

Name of Retirement Plan:  Channell Commercial Corporation 401(k) Plan
                        --------------------------------------------------------
Tax Identification No.: 95-2453261
                       ---------------------------------------------------------
Retirement Plan Trustee(s):
     Name(s): Van Kampen American Capital Trust Company
             -------------------------------------------------------------------
     Address: 2800 Post Oak Blvd.  Houston, TX 77056
             -------------------------------------------------------------------
     Telephone: (713) 993-0500
               -----------------------------------------------------------------
Employer/Plan Sponsor:
     Employer Name: Channell Commercial Corporation
                   -------------------------------------------------------------
     Address: 26040 Ynez Road, P.O. Box 9022, Temecula, CA 92589-9022
             -------------------------------------------------------------------
     Telephone: (909) 694-9160
               -----------------------------------------------------------------

Type of Plan:      [X] 401(k)/Profit Sharing   [ ] Money Purchase

Broker:
     Firm Name: Smith Barney, Inc.
               -----------------------------------------------------------------
     Investment Representative Name and Number: Carry Palmer 204-110
                                                --------------------------------
     Van Kampen American Capital Dealer Number: 5050
                                               ---------------------------------
     Branch Number: 204
                   -------------------------------------------------------------
     Branch Office Address: Wells Fargo Center 52nd Floor 333 S. Grand Avenue
                           -----------------------------------------------------
                            Los Angeles, CA 90071
                           -----------------------------------------------------
     Telephone: (303) 294-7775
               -----------------------------------------------------------------

1.   The undersigned is the trustee of the above-named plan (the "Plan") or the
     fiduciary of the Plan with the authority to direct the trustee to establish
     an account in the Morgan Stanley Stable Value Fund (the "FUND") pursuant to
     this Participation Agreement (this "Agreement"). The FUND is not a mutual
     fund, but is a collective trust fund, established and maintained by Van
     Kampen American Capital Trust Company, a trust company organized and
     operating under the laws of the state of Texas (the "Trustee"), within the
     Van Kampen American Capital Trust Company Group Trust for Employee Benefit
     Plans as amended and restated effective May 30, 1995 (the "Group Trust").
     The Trustee is trustee and investment manager to the FUND, and upon
     acceptance will be a fiduciary, within the meaning of the Employee
     Retirement Income Security Act of 1974, as amended ("ERISA"), with respect
     to those assets of the Plan that are invested in and commingled with the
     other assets of the FUND. The undersigned are fiduciaries of the Plan
     independent of the Trustee.

2.   The Declaration of Trust for the Group Trust, as amended and restated
     May 30, 1995, and the Fund Description and Disclosure Memorandum of the
     Morgan Stanley Stable Value Fund, dated April 1, 1997, as each may be
     amended from time to time (hereinafter referred to collectively as the
     "Declaration of Trust"), are hereby adopted as part of the Plan and made a
     part of this Agreement. The Plan agrees that, upon acceptance of this
     Agreement by the Trustee, the Plan will abide by the requirements of the
     Declaration of Trust and other requirements prescribed by the Trustee. The
     Plan hereby acknowledges receipt of a copy of the Declaration of Trust.

3.   The Plan hereby appoints the Trustee to serve as a subtrustee of the Plan
     with respect to all money, securities and other assets deposited with it or
     which it may acquire on behalf of the Plan in the future in connection with
     the Plan's investment in the FUND (the "Account"). The Trustee may appoint
     one or more Investment Advisers to assist it and to perform such duties as
     set forth by the Trust Committee. The Trustee may accept, reject or modify
     any recommendations of any Investment Adviser and shall retain and exercise
     full, final and complete management authority over the FUND at all times.
     The Plan may add funds to the Account or make withdrawals from the Account
     subject to the terms and conditions of the Declaration of Trust. The Plan
     acknowledges that the FUND is intended to be a vehicle for long-term
     investment and that significant limitations on investment withdrawals are
     applicable, as stated in the Declaration of Trust.

4.   The Plan authorizes and directs the Trustee to cause assets of the Plan to
     be commingled with assets of other qualified employee benefit plans by
     causing such assets of the Account to be invested as a part of the assets
     held in the FUND. Assets of the Account so added to such funds shall be
     subject to all of the provisions of the Declaration of Trust.

     The Plan authorizes and directs the Trustee to invest the assets of the
     FUND in mutual funds that receive investment advice from affiliates of the
     Trustee, specifically including Miller, Anderson & Sherrerd, LLP ("MAS").
     The undersigned has received prospectuses for MAS Funds - Fixed Income
     Portfolio, Intermediate Duration Portfolio and Cash Reserves Portfolio, as
     well as the Fund Description and Disclosure Memorandum of the FUND and
     understands the fees and expenses disclosed therein, including investment
     management fees payable to MAS, administrative, recordkeeping and
     distribution fees payable to the Trustee and its affiliates, and investment
     advisory fees payable to any Investment Advisers. The undersigned fiduciary
     of the Plan represents that it is independent of the Trustee and MAS and
     that it has reviewed the foregoing document and approves of the investment
     of Fund assets in the MAS Funds.

                                       1
<PAGE>

     The Plan authorizes and directs the Trustee to pay all fees and expenses of
     the FUND as described in the Declaration of Trust and to enter into
     Liquidity Agreements as described in the Declaration of Trust.

5.   The Plan hereby represents and warrants that:

     (a)  the Plan has been authorized to exercise trust powers in the state in
          which the Plan is located by the appropriate regulatory authority and
          the Plan has or will obtain the proper authority to fulfill all of its
          obligations under this Agreement;

     (b)  the Plan is a trust which is qualified under Section 401(a) and exempt
          under Section 501(a) of the Internal Revenue Code of 1986, as amended
          (the "Code");

     (c)  the governing document of the Plan includes or will be amended to
          include a provision which authorizes investment in the FUND (or,
          generally, in commingled, collective or common investment funds
          established and maintained by banks) and if any amendment is necessary
          to authorize investment in the FUND, such amendment will have been
          duly adopted and will be in effect no later than the date Plan assets
          are first transferred to the Trustee for investment in the FUND; and

     (d)  the Plan and its trustees or other fiduciaries have met all of the
          requirements for eligibility to become a Participating Plan in the
          FUND, as provided in the Declaration of Trust.

6.   The Plan agrees to notify the Trustee in writing immediately of any action
     or inaction by, or communication from, the Internal Revenue Service, or any
     other party which in any way affects the continuing accuracy of any
     representation or warranty set forth in this Agreement.

7.   The Plan agrees to furnish to the Trustee upon written request: (i) a copy
     of the most recent determination letter issued by the Internal Revenue
     Service with regard to the Plan's tax qualified status, and (ii) either an
     amendment, certified by its sponsor to have been validly adopted, or a
     certified copy of the provision in the governing document which authorizes
     investment in the FUND (or any commingled, collective or common investment
     funds established and maintained by banks) and which adopts the FUND's
     Declaration of Trust (or, generally, the governing document) as part of the
     Plan's governing document.

8.   The Plan undertakes to notify the Trustee promptly of any event that may
     give rise to a withdrawal or series of withdrawals that would be considered
     employer-initiated and non-benefit responsive. Such events would include,
     without limitation, establishment of a new investment option for
     participants, merger, consolidation, divestiture of a subsidiary, division
     or other business unit, group termination or layoff, termination or partial
     termination of the plan, or delivery of a participant communication
     resulting in a reduction in Plan investments in the FUND.


9.   The person(s) signing on behalf of the Plan certify that: (i) the terms of
     the Plan or Plan Trust authorize the signer(s) to delegate the trustee's
     fiduciary duties to the Trustee on behalf of the Plan; (ii) the terms
     of this Agreement do not violate any obligation by which the Plan is bound,
     whether arising by contract, operation of law or otherwise; (iii) this
     Agreement has been duly authorized by appropriate action and is binding
     upon the Plan and its trustee or other fiduciary in accordance with its
     terms; and (iv) the Plan will deliver to the Trustee such evidence of such
     authority as the Trustee may reasonably require.

10.  The Trustee's responsibility for the safekeeping of Assets of the Account
     shall not extend to matters beyond its control, including without
     limitation acts of God, war, insurrection, riot, governmental actions or
     acts of any corporate or other depository.

11.  The Plan shall notify the Trustee in writing of the names of the persons
     authorized to give directions to the Trustee and the Trustee shall be fully
     protected in relying on directions from such persons; the Plan shall have
     full responsibility for actions taken by the Trustee pursuant to such
     directions.

12.  All directions to the Trustee shall be in writing, but the Trustee in its
     sole discretion may accept directions which it believes to be genuine from
     the Plan or an authorized agent of the Plan, whether given orally in person
     or by telephone, facsimile, electronically, or otherwise. Any such
     instructions shall be at the sole risk of the Plan and the Trustee shall be
     fully protected in relying on the correctness of the directions and their
     authenticity. The Trustee may require written confirmation from the Plan
     after the fact.

13.  The sponsor of the Plan shall be liable for all losses, expenses, costs and
     attorneys' fees which either of the Trustee (or any Investment Adviser
     appointed by the Trust Committee) incurs by reason of claims against either
     of them arising out of actions taken or omitted by them pursuant to
     directions from such sponsor of the Plan.

14.  Any notice or other communication required or which may be given hereunder
     shall be in writing and either delivered personally to the addressee,
     transmitted by facsimile transmission to the addressee, or telexed to the
     addressee or mailed, certified, registered or express mail to the
     addressee, postage pre-paid and shall be deemed given (i) immediately when
     so delivered personally, transmitted, or telexed, (ii) five(5) days after
     the date of certified or registered mailing, or (iii) if express mailed,
     two (2) days after the date of mailing, as follows:

                                       2
<PAGE>

     (i)  If to the Plan:

          ___________________________

          ___________________________

          ___________________________

          ___________________________


     (ii) If to Van Kampen American Capital Trust Company:

               Van Kampen American Capital Trust Company
               2800 Post Oak Boulevard, 42nd Floor
               Houston, TX 77056
               Attention: Peter Harvey
               Fax:  (713)966-7455

15.  This Agreement may be amended at any time by written agreement between the
     parties. This Agreement is not assignable (within the meaning of the
     Investment Advisers Act of 1940) by either party without the prior written
     consent of the other. Subject to the provisions of this Agreement and the
     Declaration of Trust, including the limitation on withdrawals set forth
     therein, either party may terminate this Agreement by giving thirty (30)
     days' notice to the other party in writing.

16.  This Agreement (including the Declaration of Trust) contains the entire
     understanding of the parties on the subject hereof and terminates and
     supersedes all previous verbal and written agreements on such subject.

     This Agreement does not and shall not be deemed to constitute a partnership
     or joint venture between the parties and neither party nor any of its
     directors, officers, employees or agents shall, by virtue of the
     performance of their obligations under this Agreement, be deemed to be an
     employee of the other.

17.  In the event that any court having competent jurisdiction shall determine
     that one or more of the provisions contained in this Agreement shall be
     unenforceable in any respect, then such provision shall be deemed limited
     and restricted to the extent that such court shall deem it to be
     enforceable, and as so limited or restricted shall remain in full force and
     effect. In the event that any such provision or provisions shall be deemed
     wholly enforceable, the remaining provisions shall remain in full force and
     effect.

18.  The validity of this Agreement and the rights and liabilities of the
     parties hereunder shall be determined in accordance with the laws of the
     State of Texas, without regard to the choice of law principles thereof.


     IN WITNESS WHEREOF, the Plan has caused this Participation Agreement to be
executed on its behalf by an authorized representative of the Plan as of the
date first set forth below.



Date: 9-22-97                            Channell Commercial Corporation 401(k)
     --------------------                ---------------------------------------
                                         Type or Print Name of the Plan

                                         By: /s/ Gary W. Baker
                                            ------------------------------------
                                         Name: Gary W. Baker
                                              ----------------------------------
                                         Title: Chief Financial Officer
                                               ---------------------------------

Accepted:

Van Kampen American Capital Trust Company
By: /s/ Perri Williams
   --------------------------------------
Name: Perri Williams
     ------------------------------------
Title: Assistant Vice President
      -----------------------------------


                                       3
<PAGE>

                        MORGAN STANLEY STABLE VALUE FUND
                   FUND DESCRIPTION AND DISCLOSURE MEMORANDUM
                                   APPENDIX B
                   FEE DISCLOSURE AND INVESTMENT INSTRUCTION

   The Trustee will charge to the Fund an administration fee for recordkeeping
and for administrative and distribution services provided to the Fund. The
administration fee will be calculated at the annual rate of 0.40% of the Fund's
average daily net assets. The Trustee will provide, directly or through its
affiliates, accounting and valuation services for the Assets and Liquidity
Agreements held by the Fund, transfer agency and recordkeeping services
identifying the interests of Participating Plans in the Fund, distribution
services and other administrative services necessary or appropriate for the
operation of the Fund. In addition, the Trustee will pay, without additional
charge to the Fund, the fees of independent public accountants in connection
with the annual audit of the Fund's financial statements and other fees and
expenses incurred in connection with the Fund.

   In addition to the administration fee, the Fund will pay investment advisory
fees to Dwight at the rate of 0.05% of the first $500 million of average daily
book value of the Stable Value Funds, 0.04% of the next $500 million and 0.03%
of assets in excess of $1 billion. Dwight's fees will be allocated ratably to
this Fund and Morgan Stanley Stable Value Fund II (together, the "Stable Value
Funds").

   Distribution of units is implemented under an agreement with the Distributor
and sub-agreements between the Distributor and agents ("Selling Agreements")
that may provide for their customers or clients certain services or assistance.
The Trustee will transfer to the Distributor from the administration fee, and
the Distributor will pay agents, 0.15% per year of the average daily book value
for services rendered in the ongoing servicing and retention of investments in
the Fund introduced by that agent.

   The table below shows estimated expenses to be incurred in providing these
services at various hypothetical asset levels.

<TABLE>
<S>                                           <C>           <C>           <C>          <C>         <C>          <C>
=======================================================================================================================
Fund Asset Level (millions)                   $ 12.5          $25         $62.5         $125       $187.5        $250
=======================================================================================================================
Affiliate expenses

   Distribution fee                            0.150%       0.150%        0.150%       0.150%       0.150%      0.150%

   Fund accounting                             0.100%        .050%        0.020%       0.010%       0.007%      0.005%

   Transfer agency                             0.223%       0.223%        0.223%       0.223%       0.223%      0.223%
-----------------------------------------------------------------------------------------------------------------------
Non-affiliate and out-of-pocket expenses

   Investment advisor                          0.050%       0.050%        0.050%       0.050%       0.047%      0.045%

   Audit and miscellaneous                     0.040%       0.020%        0.008%       0.004%       0.003%      0.002%
-----------------------------------------------------------------------------------------------------------------------
Gross Expense                                  0.563%       0.493%        0.451%       0.437%       0.429%      0.425%
-----------------------------------------------------------------------------------------------------------------------
Expense absorbed by Trustee                    0.113%       0.043%        0.001%           -            -           -
-----------------------------------------------------------------------------------------------------------------------
Total Expense Paid by Fund                     0.450%       0.450%        0.450%        0.437%      0.429%      0.425%
=======================================================================================================================
</TABLE>


   The undersigned, a fiduciary of the Plan has reviewed the fees and
compensation payable to the Trustee and its affiliates and has determined such
fees to be reasonable and prudent and agrees that the Fund will pay to the
Trustee and investment adviser the fees described herein. The fees will be
accrued daily and paid from the Fund monthly by the Trustee. The Plan
acknowledges and agrees that affiliates of the Trustee may perform the services
described above. Any fees paid to an investment adviser appointed by the Trust
Committee will be at the stated rate, and the investment advisory fee may be
paid to an investment adviser other than Dwight.

                                       4
<PAGE>

                            SIGNATURE AUTHORIZATION


The undersigned fiduciary of the Plan named below represents that the persons
identified below are all of the representatives or agents of the Plan and
related trust who are authorized to take action with respect to the Plan's
investment in the Morgan Stanley Stable Value Fund. Van Kampen American Capital
Trust Company, as trustee of the Fund, shall be entitled to rely upon any
document, information or instruction it reasonably believes to be executed
individually or jointly by any one or more of the listed persons:


<TABLE>
<CAPTION>
      Name                             Title                           Signature
<S>                              <C>                             <C>
William H. Channell, Sr.         Chief Executive Officer         /s/ William H. Channell, Sr.
--------------------------      ---------------------------      -------------------------------
William H. Channell, Jr.         President                       /s/ William H. Channell, Jr.
--------------------------      ---------------------------      -------------------------------
Gary W. Baker                    Chief Financial Officer         /s/ Gary W. Baker
--------------------------      ---------------------------      -------------------------------

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

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

--------------------------      ---------------------------      -------------------------------
</TABLE>


Plan Name: Channell Commercial Corporation 401(k) Plan
          -----------------------------------------------------

       By: Gary W. Baker              Date: 9-22-97
          ------------------               --------------------
            (fiduciary)

    Title: Chief Financial Officer
          ------------------------
<PAGE>

                            AMENDMENT NUMBER ONE TO
                     VAN KAMPEN AMERICAN CAPITAL TRUST CO.
                              4O1(k) PLAN & TRUST

Van Kampen American Capital Trust Co. 401(k) Plan & Trust is hereby amended as
follows:


1.   Section 1.9 is amended by replacing the first paragraph with the following
     paragraphs:

     "Compensation" with respect to any Participant means one of the following
as elected in the Adoption Agreement. However, compensation for any Self-
Employed Individual shall be equal to his Earned Income.


     i.   Information required to be reported under sections 6041, 6051 and 6052
          (Wages, Tips and Other Compensation Box on Form W-2). Compensation is
          defined as wages as defined in 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 sections 6041(d) and
          605l(a)(3) of the Code. Compensation must be determined without
          regard to any rules under 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 section 3401(a)(2)).


     ii.  Section 3401(a) wages. Compensation is defined as wages within the
          meaning of 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 section 3401(a)(2)).


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


          a.   Employer contributions to a plan of deferred compensation which
               are not includible in the employee's gross income for the taxable
               year in which contributed, or employer contributions under a
               simplified employee pension plan to the extent such contributions
               are deductible by the employee, or any distributions from a plan
               of deferred compensation;


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

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

          d.   Other amounts which received special tax benefits, or
               contributions made by the employer (whether or not under a salary
               reduction agreement) towards the purchase of an annuity contract
               described in section 403(b) of the Code (whether or not the
               contributions are actually excludable from the gross income of
               the employee).

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

                                       1
<PAGE>

2.   Section 1.14 is amended in its entirety to read as follows:

     "Elective Contribution" means the Employer's contributions to the Plan that
are made pursuant to the Participant's deferral election pursuant to Section
4.2, excluding any such amounts distributed as "excess annual additions"
pursuant to Section 4.4. In addition, if selected in E3 of the Adoption
Agreement, the Employer's matching contribution shall or shall not be considered
an Elective Contribution for purposes of the Plan, as provided in Section
4.1(b). Elective Contributions shall be subject to the requirements of Sections
4.2(b) and 4.2(c) and shall further be required to satisfy the discrimination
requirements of Regulation 1.401(k)-l(b)(3), the provisions of which are
specifically incorporated herein by reference.

3.   Section 1.20 is amended in its entirety to read as follows:

     "Excess Deferred Compensation" means, with respect to any taxable year of a
Participant, the excess of the aggregate amount of such Participant's Deferred
Compensation and the elective deferrals pursuant to Section 4.2(f) actually made
on behalf of such Participant for such taxable year, over the dollar limitation
provided for in Code Section 402(g), which is incorporated herein by reference.
Excess Deferred Compensation shall be treated as an "annual addition" pursuant
to Section 4.9 when contributed to the Plan unless distributed to the affected
Participant not later than the first April 15th following the close of the
Participant's taxable year.

4.   Section 1.26 is amended in its entirety to read as follows:

     "414(s) Compensation" with respect to any Employee means his Compensation
as defined in Section 1.9. However, for purposes of this Section, Compensation
shall be Compensation paid and, if selected in the Adoption Agreement, shall
only be recognized as of an Employee's effective date of participation. If, in
connection with the adoption of this or any other amendment, the definition of
"414(s) Compensation" has been modified, then, for Plan Years prior to the Plan
Year which includes the adoption date of such amendment, "414(s) Compensation"
means compensation determined pursuant to the Plan then in effect.

5.   Section 1.27 ("415 Compensation") is amended by the addition of the
     following paragraph:

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


6.   Section 4.9(a)(4) and 4.9(a)(4)(i) are amended to read as follows:

     (4)  If there is an excess amount pursuant to Section 4.9(a)(2) or Section
          4.10, the excess will be disposed of in one of the following manners,
          as uniformly determined by the Plan Administrator for all Participants
          similarly situated:

          (i)  Any Deferred Compensation or nondeductible Voluntary Employee
               Contributions, to the extent they would reduce the Excess Amount
               will be distributed to the Participant;

7.   Section 4.9(f)(2) is amended in its entirety to read as follows:

     Compensation means a Participant's Compensation as elected in the Adoption
Agreement. However, regardless of any selection made in the Adoption Agreement,
"415 Compensation" shall exclude compensation which is not currently includible
in the Participant's gross income by reason of the application of Code Sections
125, 402(a)(8), 402(h)(1)(B), or 403(b).

     For limitation years beginning after December 31, 1991, for purposes of
applying the limitations of this article, compensation for a limitation year is
the compensation actually paid or made available during such limitation year.

     Notwithstanding the preceding sentence, compensation for a participant in a
defined contribution plan who is permanently and totally disabled (as defined in
section 22(e)(3) of the Internal Revenue Code) is the compensation such
participant would have received for the limitation year if the participant had
been paid at the rate of compensation paid

                                       2
<PAGE>

immediately before becoming permanently and totally disabled; such imputed
compensation for the disabled participant may be taken into account only if the
participant is not a Highly Compensated Employee and contributions made on
behalf of such participant are nonforfeitable when made.

8.   Section 4.10 is amended in its entirety to read as follows:

     (a) If as a result of the allocation of Forfeitures, a reasonable error in
estimating a Participant's annual Compensation, a reasonable error in
determining the amount of elective deferrals (within the meaning of Code Section
402(g)(3)) that may be made with respect to any Participant under the limits of
Section 4.9, or other facts and circumstances to which Regulation 1.415-6(b)(6)
shall be applicable, the "annual additions" under this Plan would cause the
maximum provided in Section 4.9 to be exceeded, the Administrator shall treat
the excess in accordance with Section 4.9(a)(4).

9.   Sections 6.11(a)(1) and (a)(4) are amended in their entirety to read as
     follows:

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

     (4) Payment of tuition and related educational fees for the next 12 months
of post-secondary education for the Participant, his spouse, children, or
dependents;

10.  Section 7.10 is amended by the addition of the following paragraphs:

     (a) Notwithstanding any provision of the plan to the contrary, with respect
to distributions made after December 31, 1992, a Participant shall be permitted
to elect to have any "eligible rollover distribution" transferred directly to an
"eligible retirement plan" specified by the Participant. The Plan provisions
otherwise applicable to distributions continue to apply to the direct transfer
option. The Participant shall, in the time and manner prescribed by the
Administrator, specify the amount to be directly transferred and the "eligible
retirement plan" to receive the transfer. Any portion of a distribution which is
not transferred shall be distributed to the Participant.

     (b) For purposes of this Section, the term "eligible rollover distribution"
means any distribution other than a distribution of substantially equal periodic
payments over the life or life expectancy of the Participant (or joint life or
joint life expectancies of the Participant and the designated beneficiary) or a
distribution over a period certain of ten years or more. Amounts required to be
distributed under Code Section 401(a)(9) are not eligible rollover
distributions. The direct transfer option described in subsection (a) applies
only to eligible rollover distributions which would otherwise be includible in
gross income if not transferred.

     (c) For purposes of this Section, the term "eligible retirement plan" means
an individual retirement account as described in Code Section 408(a), an
individual retirement annuity as described in Code Section 408(b), an annuity
plan as described in Code Section 403(a), or a defined contribution plan as
described in Code Section 401(a) which is exempt from tax under Code Section
501(a) and which accepts rollover distributions.

     (d) The election described in subsection (a) also applies to the surviving
spouse after the Participant's death; however, distributions to the surviving
spouse may only be transferred to an individual retirement account or individual
retirement annuity. For purposes of subsection (a), a spouse or former spouse
who is the alternate payee under a qualified domestic relations order as defined
in Code Section 414(p) will be treated as the Participant.

11.  Section 4.2(d) is amended in its entirety to read as follows:

     (d) In any Plan Year beginning after December 31, 1986, a Participant's
Deferred Compensation made under this Plan and all other plans, contracts or
arrangements of the Employer maintaining this Plan shall not exceed the
limitation imposed by Code Section 402(g), as in effect for the calendar year in
which such Plan Year began. If such dollar limitation is exceeded solely from
elective deferrals made under this Plan or any other Plan maintained by the
Employer, a Participant will be deemed to have notified the Administrator of
such excess amount which shall be distributed in a manner consistent with
Section 4.2(f). This dollar limitation shall be adjusted annually pursuant to
the method provided in Code Section 415(d) in accordance with Regulations.

                                       3
<PAGE>

12.  Section 4.2(f) is amended by the addition of the following paragraph after
paragraph (f)(3) to read as follows:

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

13.  Section 4.2(f) is amended by the addition of the following paragraph as the
second to the last paragraph of such subsection:

     Notwithstanding the above, for any distribution under this Section which is
made after August 15, 1991, such distribution shall not include any income for
the "gap period". Further provided, for any distribution under this Section
which is made after August 15, 1991, the amount of Income may be computed using
a reasonable method that is consistent with Section 4.3(c), provided such method
is used consistently for all Participants and for all such distributions for the
Plan Year.

14.  Section 4.6(c) is amended by the addition of the following paragraph as the
second to the last paragraph of such subsection:

     Notwithstanding the above, for any distribution under this Section which is
made after August 15, 1991, such distribution shall not include any income for
the "gap period". Further provided, for any distribution under this Section
which is made after August 15, 1991, the amount of Income may be computed using
a reasonable method that is consistent with Section 4.3(c), provided such method
is used consistently for all Participants and for all such distributions for the
Plan Year.

15.  Section 4.7(c) is amended in its entirety to read as follows:

     (c) For purposes of determining the "Actual Contribution Percentage" and
the amount of Excess Aggregate Contributions pursuant to Section 4.8(d), only
Employer matching contributions (excluding matching contributions forfeited or
distributed pursuant to Section 4.2(f), 4.6(a), or 4.8(a)) contributed to the
Plan prior to the end of the succeeding Plan Year shall be considered. In
addition, the Administrator may elect to take into account, with respect to
Employees eligible to have Employer matching contributions made pursuant to
Section 4.1(b) or voluntary Employee contributions made pursuant to Section 4.12
allocated to their accounts, elective deferrals (as defined in Regulation
1.402(g)-i(b)) and qualified non-elective contributions (as defined in Code
Section 401(m)(4)(C)) contributed to any plan maintained by the Employer. Such
elective deferrals and qualified non-elective contributions shall be treated as
Employer matching contributions subject to Regulation 1.401(m)-1(b)(2) which
is incorporated herein by reference. However, for Plan Years beginning after
December 31, 1988, the Plan Year must be the same as the plan year of the plan
to which the elective deferrals and the qualified non-elective contributions are
made.

16.  Section 4.8(i) is amended by the addition of the following paragraph as the
second to the last paragraph of such subsection:

     Notwithstanding the above, for any distribution under this Section which is
made after August 15, 1991, such distribution shall not include any Income for
the "gap period". Further provided, for any distribution under this Section
which is made after August 15, 1991, the amount of Income may be computed using
a reasonable method that is consistent with Section 4.3(c), provided such method
is used consistently for all Participants and for all such distributions for the
Plan Year.

17.  Section 6.11(c)(1) is amended in its entirety to read as follows:

     (1) The distribution is not in excess of the amount of the immediate and
heavy financial need of the Participant. The amount of the immediate and heavy
financial need may include any amounts necessary to pay any federal, state or
local income taxes or penalties reasonably anticipated to result from the
distribution.

                                       4
<PAGE>

18.  Article IV is amended by the addition of the following:

     Notwithstanding anything in this Article to the contrary, effective as of
the Plan Year in which this amendment becomes effective, the Actual Deferral
Percentage Test and the Actual Contribution Percentage Test shall be applied
(and adjusted) by applying the Family Member aggregation rules of Code Section
414(q)(6).

19.  Section Ela. of the Adoption Agreement is amended in its entirety to read
     as follows:

     Compensation with respect to any Participant means:

     1.   ( )      Wages, Tips and other Compensation (Box 10 on Form W-2).

     2.   (X)      Section 3401(a) wages (wages for withholding purposes).

     3.   ( )      415 Safe-harbor compensation.

     AND Compensation

     (X) shall

     ( ) shall not

     exclude (even if includible in gross income) reimbursements or other
     expense allowances, fringe benefits (cash or noncash), moving expenses,
     deferred compensation, and welfare benefits.

20.  Section E3 of the 401(k) Adoption Agreement(s) is amended by the addition
     of the following:

     (X)  Notwithstanding anything in the Plan to the contrary, all matching
          contributions which relate to distributions of Excess Deferred
          Compensation, Excess Contributions and Excess Aggregate Contributions
          shall be Forfeited. (Select this option only if it is applicable.)

NOTE:  THIS AMENDMENT ONLY NEEDS TO BE EXECUTED BELOW BY THE EMPLOYER IF THE
PLAN IS BEING AMENDED TO UTILIZE THE MODIFICATIONS MADE TO SECTION El OR E3 OF
THE ADOPTION AGREEMENT.


     IN WITNESS WHEREOF, the Employer hereby causes this amendment to be
executed on this day of 22 day of September, 1997.


EMPLOYER:                           PARTICIPATING EMPLOYER:


Channell Commercial Corporation           None
----------------------------------        ---------------------------
       (enter name)                         (enter name)



By: /s/ Gary W. Baker                     By:
   -------------------------------           ------------------------


                                       5
<PAGE>

        INTERNAL REVENUE SERVICE               DEPARTMENT OF THE TREASURY
PLAN DESCRIPTION: PROTOTYPE NON-STANDARDIZED PROFIT SHARING PLAN WITH CODA
FFN: 50302820702-001 CASE: 9300080 EIN: 74-1832781
BPD: 02 PLAN: 001 LETTER SERIAL NO: D343205B   WASHINGTON, DC 20224


                                               PERSON TO CONTACT: MS. ARRINGTON
      AMERICAN CAPITAL MARKETING INC

                                               TELEPHONE NUMBER: (202) 622-8173
      2800 POST OAK ROAD
      P 0 BOX 944                              Refer Reply to: E:EP:Q:ICU
      HOUSTON TX 77251
                                               Date: 01/21/93



   Dear Applicant:

   In our opinion, the amendment to the form of the plan identified above does
   not in and of itself adversely affect the plan's acceptability under section
   401 of the Internal Revenue Code.  This opinion relates only to the amendment
   to the form of the plan.  It is not an opinion as to the acceptability of
   any other amendment or of the form of the plan as a whole, or as to the
   effect of other federal or local statutes.

   You must furnish a copy of this letter to each employer who adopts this plan.
   You are also required to send a copy of the approved form of the plan, any
   approved amendments and related documents to each Key District Director of
   Internal Revenue Service in whose jurisdiction there are adopting employers.

   An employer who adopts the amended form of the plan after the date of the
   amendment should apply for a determination letter by filing an application
   with the Key District Director of Internal Revenue on form 5307, Short Form
   Application for Determination for Employee Benefit Plan.

   This letter with respect to the amendment to the form of the plan does not
   affect the applicability to the plan of the continued, interim and extended
   reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-9. 1989-1 C.B.
   780.  The applicability of such provisions may be determined by reference to
   the initial opinion letter issued with respect to the plan.

   If you, the sponsoring organization, have any questions concerning the IRS
   processing of this case, please call the above telephone number. This number
   is only for use of the sponsoring organization. Individual participants
   and/or adopting employers with questions concerning the plan should contact
   the sponsoring organization. The plan's adoption agreement must include the
   sponsoring organization's address and telephone number for inquiries by
   adopting employers.

   If you write to the IRS regarding this plan, please provide your telephone
   number and the most convenient time for us to call in case we need more
   information. Whether you call or write, please refer to the Letter Serial
   Number and File Folder Number shown in the heading of this letter.

   You should keep this letter as a permanent record. Please notify us if you
   modify or discontinue sponsorship of this plan.


                                      Sincerely yours,
                                      Signature Illegible
                                      Chief, Employee Plans Qualification Branch
<PAGE>

                            AMENDMENT NUMBER TWO TO
                     VAN KAMPEN AMERICAN CAPITAL TRUST CO.
                              4O1(k) PLAN & TRUST

1. Section 1.9 is amended by the addition of the following:

     In addition to other applicable limitations set forth in the plan, and
notwithstanding any other provision of the plan to the contrary, for plan years
beginning on or after January 1, 1994, the annual compensation of each employee
taken into account under the plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which compensation is determined (determination period) beginning
in such calendar year. If a determination period consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied by a fraction,
the numerator of which is the number of months in the determination period, and
the denominator of which is 12.

     For plan years beginning on or after January 1, 1994, any reference in this
plan to the limitation under Section 401(a)(17) of the Code shall mean the OBRA
'93 annual compensation limit set forth in this provision.

     If compensation for any prior determination period is taken into account in
determining an employee's benefits accruing in the current plan year, the
compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
plan year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.

2. Section 6.13 is amended by the addition of the following:

     If a distribution is one to which Section 40l(a)(11) and 417 of the
Internal Revenue Code do not apply, such distribution may commence less than 30
days after the notice required under Section 1.411(a) - 11(c) of the Income Tax
Regulations is given, provided that:

     (1) 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

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

3. Section 7.10 is amended by the addition of the following:

     (a) Notwithstanding any provision of the plan to the contrary, with respect
to distributions made after December 31, 1992, a Participant shall be permitted
to elect to have any "eligible rollover distribution" transferred directly to an
"eligible retirement plan" specified by the Participant. The Plan provisions
otherwise applicable to distributions continue to apply to the direct transfer
option. The Participant shall, in the time and manner prescribed the
Administrator, specify the amount to be directly transferred and the "eligible
retirement plan" to receive the transfer. Any portion of a distribution which is
not transferred shall be distributed to the Participant.

     (b) For purposes of this Section, the term "eligible rollover distribution"
means any distribution other than a distribution of substantially equal periodic
payments over the life or life expectancy of the Participant (or joint life or
joint life expectancies of the Participant and the designated beneficiary) or a
distribution over a period certain of ten years or more. Amounts required to be
distributed under Code Section 401(a)(9) are not eligible rollover
distributions. The direct transfer option described in subsection (a) applies
only to eligible rollover distributions which would otherwise be includible in
gross income if not transferred.
<PAGE>

     (c) For purposes of this Section, the term "eligible retirement plan" means
an individual retirement account as described in Code Section 408(a), an
individual retirement annuity as described in Code Section 408(b), an annuity
plan as described in Code Section 403(a), or a defined contribution plan as
described in Code Section 401(a) which is exempt from tax under Code Section
501(a) and which accepts rollover distributions.

     (d) The election described in subsection (a) also applies to the surviving
spouse after the Participant's death; however, distributions to the surviving
spouse may only be transferred to an individual retirement account or individual
retirement annuity. For purposes of subsection (a), a spouse or former spouse
who is the alternate payee under a qualified domestic relations order as defined
in Code Section 414(p) will be treated as the Participant.

                                       2
<PAGE>

                              TRUSTEE SERVICES KIT






                               TABLE OF CONTENTS

I.     Trust Acceptance Policy

II.    Trustee Services and Fees

III.   Recordkeeping & Services Agreement (Trusteed Plans)

IV.    Trustee Services Agreement (including directed investment policy)

V.     Schedule of Investments

VI.    Plan Sponsor Representation

VII.   Signatures of Authority
<PAGE>

TRUST ACCEPTANCE POLICY
--------------------------------------------------------------------------------


Upon acceptance of the trust by the trustee, the trustee is under a duty to the
beneficiary to administer the trust. A trustee is also a "fiduciary" under the
terms of ERISA. Hence, due diligence concerning the trust existing,
qualification, good standing, assets, etc., must be performed prior to
acceptance of the trust by Van Kampen American Capital Trust Company (VKACTC).

The decision to accept trusteeship of any plan can only be made by the VKACTC
Board of Directors (the "Board") except that, in some cases where the plan meets
certain specifically defined criteria, the Board has delegated to the VKACTC
Trust Acceptance Committee authority to accept trusteeship on its behalf.
Therefore, VKACTC will not become trustee of any plan until the Board (or
Acceptance Committee) has authorized the acceptance of trusteeship and an
officer has signed the Trustee Services Agreement and Adoption Agreement (or
Amendment) on behalf of VKACTC.

Procedures for acceptance of a new trust account include a review/examination of
the existing plan and trust to determine that it meets VKACTC criteria for
trusteeship, a written report to the Board recommending authorization to enter
into the trusteeship relationship, and specific documentation requirements. A
follow-up review and report of all trust assets marshalled will be presented to
the Trust Administrative Committee approximately 60 days after trusteeship is
accepted. No officer or EMPLOYEE has the authority to modify these procedures
without approval by the Board.

This policy shall be communicated in writing to any broker, plan sponsor, or
trustee requesting information about VKACTC trusteeship.




-as adopted by the Board of Directors of Van Kampen American Capital Trust
Company
<PAGE>

TRUSTEE SERVICES AND FEES
--------------------------------------------------------------------------------


Van Kampen American Capital Trust Company offers sponsors of qualified
retirement plans comprehensive and timely trust accounting and reporting. Upon
review and approval by the Van Kampen American Capital Trust Company Board of
Directors, nondiscretionary trustee services are provided to plans that meet
certain requirements. These services are in addition to and separate from the
participant recordkeeping services offered by the Company. Trustee services and
fees are:


Trustee Services:
----------------

     .  Serve as a fiduciary of the Plan
     .  Maintain custody of the plan assets
     .  Implement proper instructions of participants and confiduciaries
        concerning plan assets.


Trustees Fees:
-------------

     Annual Fee:                         $600



                 Factors Considered in Trust Acceptance Review
                 ---------------------------------------------

In reviewing a plan presented for trusteeship by Van Kampen American Capital
Trust Company, factors considered by the Board of Directors may include:

     .  The plan is a participant directed 401(k) plan, profit-sharing plan or
        other like plan, generally having assets in excess of $500,000 and/or
        generally having 500 employees

     .  The plan's investments are entirely participant directed, and the
        trustee has no discretion regarding investment voting or tender of plan
        assets

     .  The plan does not include assets other than VKAC mutual funds

     .  The employer does not currently maintain any other defined contribution
        plans

     .  The employer does not maintain, and has not previously maintained, a
        defined benefit plan

     .  The employer is not a member of a controlled group or the plan is
                                                           --
        adopted by all employers that are members of the controlled group

     .  English is the primary language of substantially all employees of the
        employer

     .  The plan is governed by a prototype document sponsored by VKACTC and is
        not required to provide any benefits, rights or features not expressly
        provided for in the prototype

     .  For existing plans, the plan has a current IRS determination letter
        and/or opinion letter as applicable

<PAGE>

401(k) RECORDKEEPING AND SERVICES AGREEMENT
--------------------------------------------------------------------------------

The plan named on the signature page hereof (the "Plan") and adopted by the
Employer named on the signature page hereof (the "Employer") uses a prototype
401(k) Profit Sharing Plan sponsored by Van Kampen American Capital Trust
Company (the "Recordkeeper"). The Employer serves as Plan Administrator for the
Plan. As Plan Administrator, the Employer hereby hires and retains the
Recordkeeper to perform recordkeeping and administrative services required by
the Plan as provided herein. This contract describes the obligations of the
Recordkeeper and the Employer in connection with these recordkeeping and
administrative services. It is understood and agreed that the services performed
by the Recordkeeper shall be performed at the direction of the Employer and that
the Recordkeeper shall not have discretion over Plan assets or Plan
administration.

--------------------------------------------------------------------------------
I.  OBLIGATIONS OF RECORDKEEPER AND EMPLOYER

    A.  PLAN DESIGN AND INSTALLATION

        1.  Duties of the Recordkeeper:

            Based upon information provided and elections made by the Employer,
            the Recordkeeper will:
            a. Provide sample resolution for adoption by the Employer's board of
               directors.
            b. Provide Adoption Agreement and prototype 401(k) Profit Sharing
               Plan & Trust Document ("VKACTC Prototype Plan") based upon design
               checklist submitted by the Employer.
            c. Draft Summary Plan Description ("SPD") based upon VKACTC
               Prototype Plan.
            d. Review predecessor plan documents provided by Employer to
               coordinate benefits, rights and features in design of VKACTC
               Prototype Plan.
            e. Provide Forms and Procedures Manual to Employer.
            f. For plans requiring submission for IRS determination letter
               (e.g., non-standardized plans),
               .  draft IRS forms required by IRS Rev. Proc. 93-39 (or any
                  amending or superseding procedure) for determination letter
                  submission, and
               .  after review and approval by the Employer, submit
                  determination letter request and all required forms to IRS.
               .  provide sample Notice to Interested Parties.
            g. Draft, print, assemble and provide to Employer one employee
               communication enrollment package for each eligible employee.

        2.  Duties of Employer:

            To facilitate design and installation of the Plan, the Employer
            will:
            a. Accurately reflect plan design elections on plan design
               checklist.
            b. Identify benefits, rights or features of predecessor plan that
               are not specified in prototype 401(k) Profit Sharing Plan & Trust
               Document.
            c. Provide complete, accurate and timely employee census data to the
               Recordkeeper covering all employees within controlled group or
               affiliated service group.
            d. Provide complete, accurate and timely data on affiliated
               companies comprising controlled group or affiliated service
               group. (The Employer is responsible for determining, with
               appropriate legal advice, the existence of a controlled group or
               an affiliated service group and the identity of its members.)
            e. Obtain legal review of Plan Document, Adoption Agreement, SPD and
               applicable forms.
            f. Cause Board of Directors timely to adopt plan and trust.
            g. Adopt appropriate policies and procedures (e.g. investment
               policy, loan policy) to govern plan operation.
            h. Distribute employee communication enrollment package to each
               eligible employee.
            i. Obtain surety bond required by ERISA.
            j. For plans requiring submission for an IRS determination letter as
               identified above, cause the submission prepared by the
               Recordkeeper to be promptly reviewed, executed and returned to
               Recordkeeper for filing, and perform all actions required by IRS
               to obtain determination letter.
<PAGE>

401(k) RECORDKEEPING AND SERVICES AGREEMENT                               page 2
--------------------------------------------------------------------------------

   B.   OPERATION OF PLAN

        1.  Duties of the Recordkeeper

            Based upon census, payroll and other data provided by the Employer,
            the Recordkeeper will:
            a. Assist the Employer in monitoring eligibility of employees.
            b. Allocate amounts received among participants in accordance with
               the provisions of the Plan and among investments as directed by
               participants, maintaining a separate Directed Investment Account
               for each participant and subaccounts for each investment.
               .  Post contributions and loan repayments.
               .  Allocate dividends and capital gains.
               .  Process exchanges among investment funds.
               .  Calculate and process all distribution requests.
               .  Calculate maximum loan amount available and loan amortization
                  schedule and process loan withdrawal and repayments.
            c. Maintain accurate cash basis share accounting records showing,
               for each participant, investments and disbursements; income,
               gains, and losses; and vesting and forfeitures.
            d. Mail quarterly participant statements to each participant or to
               the Employer, as directed by the Employer.
            e. Prepare periodic reports to Employer showing all account
               activity, reconciliation of asset/participant/employer data and a
               calculation of all plan assets.
            f. Make any required federal income tax withholding from plan
               distributions.

        2.  Duties of Employer:

            To assure the creation and maintenance of accurate and timely
            records of the Plan, Employer will:
            a. Provide complete and accurate employee census to the Recordkeeper
               covering all employees in controlled group, or affiliated service
               group upon request by the Recordkeeper.
            b. Determine employee eligibility according to plan rules.
            c. Notify newly eligible employees of eligibility.
            d. Solicit employee participation and completion of employee
               enrollment forms.
            e. Provide employee enrollment forms to the Recordkeeper.
            f. Timely provide to the Recordkeeper any changes in employee
               elections under the Plan or in employee census data.
            g. Provide accurate payroll data and remittance promptly following
               close of each payroll period.
            h. Distribute participant statement to each employee promptly upon
               receipt from the Recordkeeper.
            i. Advise the Recordkeeper of the occurrence of an event that
               entitles a participant or beneficiary to a distribution.
            j. Approve amount and timing of distributions to be made to
               participants and beneficiaries.
            k. Process benefit claims, loan requests and other participant
               communications in strict conformity with the terms of the Plan;
               accord uniform treatment to persons similarly situated and
               maintain detailed and accurate records of determinations made.
            l. Provide timely notice to Recordkeeper of any event that affects
               the membership of any "controlled group" or "affiliated service
               group" that includes the Employer.
<PAGE>

401(k) RECORDKEEPING AND SERVICES AGREEMENT                               page 3
--------------------------------------------------------------------------------

    C.  Testing and Reporting

        1.  Duties of the Recordkeeper

            Based upon information provided by the Employer, the Recordkeeper
            will:
            a. Perform the following tests on a quarterly basis based upon
               information provided by the Employer:
               .  Actual deferral percentage as required by Section 40l(k).
               .  Actual contribution percentage as required by Section 40l(m).
            b. Perform tests, as appropriate for the Plan, following the close
               of each Plan Year, to assist the Employer in monitoring
               compliance with applicable requirements of the Internal Revenue
               Code:
               .  Minimum coverage as required by Section 410(b)(l).
               .  Minimum participation as required by Section 40l(a)(26).
               .  Top-heavy status under Section 416.
               .  Excess deferrals under Section 402(g).
               .  Excess annual additions under Section 415. (The Recordkeeper
                  does not perform combined testing under Section 415(e) for any
                  defined benefit plan operated at any time by Employer.)
            c. Prepare appropriate IRS 5500 Series Return/Report of Employee
               Benefit Plan annually for review, signature and filing by
               Employer.
            d. Pay and report federal income tax withholding amounts to IRS as
               required by applicable IRS regulations.
            e. Prepare and distribute IRS Forms 1099R to report any
               distributions to participants or beneficiaries.

        2.  Duties of the Employer:

            a. Provide timely information as requested by Recordkeeper to serve
               as a basis for testing.
            b. Secure annual opinion of independent accountant if Plan has at
               least 100 participants.
            c. Review, sign and file with IRS annual series 5500 report.
            d. Effect actions and remit any payments necessary to comply with
               IRS-mandated tests or to correct non-compliance.

        3.  Additional Services Available

            Testing and reporting services to be provided by the Recordkeeper in
            consideration of the Annual recordkeeping and Reporting Fees
            provided for in this agreement DO NOT INCLUDE any testing that
            requires or takes into account contributions to or balances in any
            other plan, qualified or non-qualified.

            If requested by Employer or required by plan design, Recordkeeper in
            its discretion may perform additional tests (e.g., 401(a)(4),
            410(b)(2), 414(s)), or more frequent tests, or tests requiring or
            taking into account contributions to or balances in other plans.
            Recordkeeper may also, in its discretion, provide consulting and
            additional testing when the testing performed under paragraph C.l
            indicates that corrective action is necessary or desirable. Such
            additional testing and consulting will be billed at the rates for
            Additional Services set forth in the Fee Schedule or at such other
            rates or upon such other terms as may be agreed between the Employer
            and the Recordkeeper.
<PAGE>

401(K) RECORDKEEPING AND SERVICES AGREEMENT                               page 4
--------------------------------------------------------------------------------

     D. Plan Amendment

        1.  Duties of the Recordkeeper

            a. Prepare restatement(s)/amendment(s) of Plan Document to comply
               with legal or regulatory changes.
            b. Modify SPD to reflect amendments.
            c. After review and approval by Employer, resubmit amended plan and
               required supporting schedules and demonstrations for
               determination letter when appropriate.

        2.  Duties of the Employer

            a. Notify the Recordkeeper of any plan revisions proposed or adopted
               by the Employer.
            b. Cause board of directors to adopt plan amendments to comply with
               legal or regulatory changes.
            c. Notify participants and beneficiaries of plan amendments.
            d. For plans required submission for an IRS determination letter as
               identified above, cause the submission prepared by the
               Recordkeeper to be promptly reviewed, executed and returned to
               Recordkeeper for filing.
            e. Post Notice to Interested Parties, if applicable.

        3.  Additional Services Available

            If requested by the Employer, Recordkeeper may prepare documentation
            of amendments to change elections on the adoption agreement or make
            other changes in plan provisions. Such additional services will be
            provided at the rates for Additional Services set forth in the Fee
            Schedule.

    E.  PLAN TERMINATION

        1.  Duties of the Recordkeeper

            a. Provide form of resolution for adoption by board of directors.
            b. Calculate benefits for all participants and beneficiaries for
               review and approval by Employer.
            c. If requested by Employer
               .  draft IRS forms required by IRS Rev.Proc 93-39 (or amending or
                  supersending procedure) for determination letter covering
                  plan termination.
               .  Provide form of Notice to Interested Parties.
            d. Provide Final Form 5500 (Annual Return) to Employer for review.
            e. Make required federal income tax withholding from distributions
               and deposit with IRS.
            f. Prepare and distribute IRS Forms 1099R for all distributees.

        2.  Duties of the Employer

            a. Obtain legal review, sign and submit determination letter
               request and all required forms to IRS.
            b. Obtain legal review, sign and file final Form 5500.
<PAGE>

4O1(K) RECORDKEEPING AND SERVICES AGREEMENT                               page 5
--------------------------------------------------------------------------------
    F.  Fees

        Employer and Trustees jointly and severally agree to pay to the
        Recordkeeper the fees set forth in Part III to this contract. All fees
        are due and payable within 30 days after the invoice date, except that,
        in the event of termination of this Agreement, all fees are due and
        payable prior to the date on which plan assets are to be distributed to
        participants or transferred to a successor recordkeeper.  IN THE EVENT
        PAYMENT OF FEES IS NOT RECEIVED BY THE RECORDKEEPER WITHIN 60 DAYS AFTER
        INVOICE DATE, THE TRUSTEE(S) AND THE EMPLOYER HEREBY AUTHORIZE THE
        RECORDKEEPER TO REDEEM OR SELL ANY ASSETS OWNED BY THE TRUST AND HEREBY
        APPOINT THE RECORDKEEPER AS AGENT TO LIQUIDATE SUCH ASSETS AS THE
        RECORDKEEPER DEEMS NECESSARY OR APPROPRIATE TO PAY SUCH FEES. The
        Recordkeeper shall not be liable to the Plan or its participants or
        beneficiaries for any loss occasioned by such action including but not
        limited to, the selection of the date of sale redemption or the asset to
        be sold or redeemed. The Recordkeeper reserves the right to modify the
        fees set forth in Part III on written notice given to the Employer not
        less than 60 days prior to the expiration of any Plan year. The fee
        schedule in Part III will be continued through at least one Plan year
        end valuation (following the Plan year in which this contract is
        effective).

     G. Failure to Perform Obligations/Termination

        If Employer should fail to perform its duties as set forth herein, and
        such failure shall continue for 30 days after notice to the Employer and
        the Trustees from the Recordkeeper, the Recordkeeper shall be entitled
        to terminate this agreement and, after such termination, the
        Recordkeeper shall have no further obligations hereunder.

        If the Recordkeeper should fail to perform its duties as set forth
        herein, and such failure shall continue for 30 days after notice to the
        Recordkeeper from the Employer, the Employer shall be entitled to
        terminate this agreement and, after such termination, the Employer shall
        have no further obligations hereunder except for payment of unpaid fees
        as set forth in Part III.

        IN THE EVENT PAYMENT OF FEES IS NOT RECEIVED BY THE RECORDKEEPER PRIOR
        TO THE DATE OF ANY TERMINATION PURSUANT TO THIS SECTION I.G., THE
        TRUSTEE(S) AND THE EMPLOYER HEREBY AUTHORIZE THE RECORDKEEPER TO REDEEM
        OR SELL ANY ASSETS OWNED BY THE TRUST AND HEREBY APPOINT THE
        RECORDKEEPER AS AGENT TO LIQUIDATE SUCH ASSETS AS THE RECORDKEEPER DEEMS
        NECESSARY OR APPROPRIATE TO PAY SUCH FEES. The Recordkeeper shall not be
        liable to the Plan or its participants or beneficiaries for any loss
        occasioned by such action including, but not limited to, the selection
        of the date of sale redemption or the asset to be sold or redeemed.



II.  Additional Conditions/Terms of This Service Contract

     A. Uniformity

        The Employer agrees that all calculations made under this service
        contract shall be performed under uniform rules and methods applicable
        to all qualified retirement plans serviced by the Recordkeeper, and the
        Employer hereby adopts such rules on behalf of the Plan.

    B.  Appointment of the Recordkeeper as Paying Agent

        The Employer hereby appoints the Recordkeeper as Paying Agent of the
        Plan for purposes of making benefit payments. Such payments are to be
        made at the direction of the Employer.
<PAGE>

4O1(K) RECORDKEEPING AND SERVICES AGREEMENT                               page 6
--------------------------------------------------------------------------------

     C. Acceptance

        The service contract shall be effective only upon acceptance by the
        Recordkeeper, as evidenced by the Recordkeeper's execution of this
        contract.

     D. Notices

        All notices or communications required or permitted by this contract
        shall be in writing and addressed as follows (or to such other address
        as the party to be notified has therefore specified in writing):

        1.  If to the Employer, to the Employer's address as set forth on the
            signature page.
        2.  if to the Recordkeeper, to the Recordkeeper's address as set forth
            on the signature page.

     E. Telephone Exchanges

        The Employer hereby authorizes the Recordkeeper, with respect to the
        Plan account of any participant, to accept and act conclusively upon
        telephone instructions from such participant, anyone other than such
        participant representing himself to be such participant, or any person
        purporting to represent such participant in effecting exchanges of the
        interest of such participant in one or more Funds for which such
        exchange is available. The Recordkeeper and its affiliates (including
        ACCESS) employ procedures considered by them to be reasonable to confirm
        that instructions communicated by telephone are genuine. Such procedures
        include requiring certain personal identification information prior to
        acting upon telephone instructions and tape recording telephone
        communications. If reasonable procedures are employed, neither the
        Recordkeeper nor its affiliates shall be liable for following telephone
        instructions that they reasonably believe to be genuine. The
        Recordkeeper or its affiliates may be liable for any losses due to
        unauthorized instructions if reasonable procedures are not followed. The
        Employer agrees to indemnify and hold harmless the Recordkeeper and its
        affiliates from any liability (including attorney fees) arising directly
        or indirectly from any act or omission to act hereunder not occasioned
        by their gross negligence or willful misconduct.

        The Employer agrees that the telephone exchange privilege is subject to
        the terms and conditions set forth in the prospectuses of the respective
        mutual funds and such other terms and conditions as may, from time to
        time, be published by the Recordkeeper. In addition, the Employer agrees
        and acknowledges that the telephone exchange privilege may be canceled,
        modified or restricted at any time indiscriminately at the sole
        discretion of the Recordkeeper or the Funds.

     F. Definitions

        Except as otherwise defined herein, terms used in this contract shall
        have the same meaning as provided by the Plan.

     G. Period Of agreement

        This contract shall continue in effect for a period ending on the last
        day of the current Plan year and from year to year thereafter unless
        terminated by the Recordkeeper or the Employer by written notice of not
        less than 30 days prior to the expiration of any Plan year or unless
        terminated for cause as provided in Paragraph I.G.  Upon termination of
        this agreement, the Plan will cease to be a prototype plan and the
        Employer will have the obligation to maintain the Plan as an
        individually designed plan.

     H. Prior Agreements

        This instrument contains the entire agreement between the parties and
        may be modified or amended only by the written agreement of the parties
        hereto, and no representation or statement not expressly set forth
        herein shall be binding on any party. This contract supersedes any prior
        recordkeeping or servicing agreement between the parties.
<PAGE>

401(K) RECORDKEEPING AND SERVICES AGREEMENT                               page 7
--------------------------------------------------------------------------------

     I. Subcontracting of Services

        The Recordkeeper reserves the right to contract with another service
        agency for performance of any or all services subject to this contract.

     J. Jurisdiction

        This contract shall be construed according to the laws of the United
        States and the State of Texas where it is made and where it shall be
        enforced.

     K. Consultation with Attorney

        THE EMPLOYER ACKNOWLEDGES THAT IT IS AWARE THAT THE ADOPTION (OR
        AMENDMENT OF THE PLAN AND TRUST HAS IMPORTANT LEGAL CONSEQUENCES TO THE
        EMPLOYER AND HAS CONSULTED WITH AN ATTORNEY CONCERNING THE ADOPTION (OR
        AMENDMENT OF THE PLAN AND TRUST. Except for representations, if any, in
        this Agreement concerning the prototype status of the form of the Plan
        and the issuance by the IRS of an opinion letter thereon, Recordkeeper
        has made NO REPRESENTATION OR WARRANTY OF ANY KIND, express or implied,
        including warranties of MERCHANTABILITY OR FITNESS FOR A PARTICULAR
        PURPOSE, nor is any opinion, express or implied, rendered by
        Recordkeeper, its attorneys, agents or employees as to the legal effect,
        sufficiency or tax qualification of any document provided by
        Recordkeeper or any document provided to Recordkeeper in connection with
        the Plan or any other plan maintained by the Employer.

     L. The Recordkeeper Not a Party to the Plan

        The Recordkeeper shall not, either in its capacity as the sponsor of the
        prototype Plan or in its capacity as recordkeeper be deemed to be a
        party to the Plan and Trust. The Recordkeeper represents and warrants
        that the form of each of the Prototype Non-standardized Profit Sharing
        Plan with CODA covered by IRS opinion letter number D363391a and the
        Prototype Standardized Profit Sharing Plan with CODA covered by IRS
        opinion letter D363391b meets the requirement of section 401 of the
        Internal Revenue Code, and the Recordkeeper undertakes to take such
        action as may be necessary or appropriate to assure that the forms of
        such determination continue to meet the requirement of section 401 for
        the duration of this agreement. However, because the due and timely
        adoption and qualification of the Plan, the deductibility of
        contributions thereto and the tax treatment of deferrals, loans and
        distributions are dependent on facts and actions outside its knowledge
        and control, the Recordkeeper shall not be responsible for the validity
        of the Plan and Trust or any federal or state liability which may be
        imposed upon the Employer, Plan Administrator, participant or
        beneficiary of the Plan and Trust.

    M.  Contributions to the Plan

        The Recordkeeper shall have no duty to determine or collect
        contributions under the Plan, and shall be responsible only for keeping
        and maintaining participant records as to those contributions actually
        made by the Employer and communicated to the Recordkeeper. The Employer
        shall have the sole duty and responsibility for the determination of the
        accuracy or sufficiency of the contribution to be made under any of its
        plans, the transmittal of contributions to the trust created by the
        Plan, and compliance with any statute, regulation or rule applicable to
        contributions.

    N.  Prior Administration

        The Recordkeeper shall have no accountability for actions taken or
        omitted with respect to the Plan or any predecessor plan by the Trustee
        or by the Plan Administrator, its officers, directors, employees or
        agents, prior to the date Recordkeeper was retained hereunder, nor shall
        the Recordkeeper have any duty to inquire into the prior administration
        of the Plan.
<PAGE>

401(K) RECORDKEEPING AND SERVICES AGREEMENT                               page 8
--------------------------------------------------------------------------------

    O.  Indemnification

        The Employer will hold harmless and indemnify the Recordkeeper, its
        affiliated companies and their officers, directors and employees from
        and against any loss, damage, liability, claims, cost and expense,
        including legal fees, which may be incurred by reason of this agreement
        or the failure of the Employer to perform its duties hereunder or by
        reason of any action or inaction with respect to the Plan or any
        predecessor plan prior to the date Recordkeeper was retained to provide
        recordkeeping services with respect to the Plan, unless said claims are
        a result of the gross negligence or wilful misconduct on the part of the
        Recordkeeper.

    P.  Participant Directed Plan

        As an inducement to Recordkeeper to enter into this Agreement, the
        Employer, Plan Administrator and Trustee(s) represent and warrant that
        the Plan shall be a participant directed plan as to all sources of plan
        assets, and that all plan assets owned by the plan and all investment
        selections available under the Plan shall be investment company shares
        issued by an affiliated company of Recordkeeper. The Employer, Plan
        Administrator and Trustee(s) agree that, in the event any asset source
        should become subject to direction other than by participants or they
        should choose to acquire or permit any investment other than as set
        forth herein, this agreement shall be amended and restated in a form
        acceptable to Recordkeeper and that, until such amended and restated
        agreement is adopted by the Employer/Plan Administrator and accepted by
        the Recordkeeper, all services provided with respect to outside assets
        or non-participant directed accounts shall be subject to the hourly fee
        for Additional Services set forth in this Agreement.

<PAGE>

401(K) RECORDKEEPING AND SERVICES AGREEMENT                               page 9
--------------------------------------------------------------------------------

III.  Signatures and Authorization

This Recordkeeping and Service Contract between the Recordkeeper and the
Employer shall be effective for plan year ending December 31, 1997.
                                                 -----------    --

Plan Name: Channell Commercial Corporation 401(k) Plan
          ----------------------------------------------------------------------


IN WITNESS WHEREOF, this contract has been executed by the Recordkeeper, the
Employer/Plan Administrator and the Trustees.



EMPLOYER/PLAN ADMINISTRATOR

Channell Commercial Corporation
-------------------------------------------

By:  /s/ Gary W. Baker          9-11-97
   ----------------------------------------
   Authorized Signature          Date

Title:  Chief Financial Officer
      -------------------------------------


ADDRESS FOR NOTICE

26040 YNEZ Road, PO Box 9022
-------------------------------------------
Employer's address

Temecula, CA 92589-9022
-------------------------------------------
City, State, Zip

Attention: Gary W. Baker
          ---------------------------------


ACCEPTED BY

VAN KAMPEN AMERICAN CAPITAL TRUST COMPANY
2800 Post Oak Blvd., 42nd Floor
Houston, TX 77056


By:  /s/ Perri Williams          9-30-97
   ----------------------------------------
   Authorized Signature            Date

Title:  Assistant Vice President
      -------------------------------------

<PAGE>

                          VAN KAMPEN AMERICAN CAPITAL
                              401(k) FEE SCHEDULE

                             Plan Installation Fees
<TABLE>
<S>                                                                                                          <C>
---------------------------------------------------------------------------------------------------------------------------------
                                                      Plan Installation Fees
---------------------------------------------------------------------------------------------------------------------------------
Plan Design & Installation Fee:                                                                             $750
---------------------------------------------------------------------------------------------------------------------------------
Document Fees:
---------------------------------------------------------------------------------------------------------------------------------
     Basic Document Fee (includes prototype)                                                                $500
     VKAC Individually Designed Document (addition to basic)                                           Written Quote
     IRS Filing Fee (plus User Fee payable to IRS)                                                         $400
---------------------------------------------------------------------------------------------------------------------------------
Takeover Fees:
---------------------------------------------------------------------------------------------------------------------------------
     1-100 Eligible Employees                                                                              $1,000
     101-250 Eligible Employees                                                              $1,000 plus $5 per eligible over 100
     Over 250 Eligible Employees                                                             $1,750 plus $4 per eligible over 250

     Distribution/Loans during takeover conversion period                                       $100 per loan or distribution
---------------------------------------------------------------------------------------------------------------------------------
Setup of Non VKAC Asset Fees:
---------------------------------------------------------------------------------------------------------------------------------
     GIC's                                                                                                  $750
     Employer Stock                                                                                        $1,500
     Other Outside Assets                                                                              Written Quote
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
                                                       Administrative Fees:
---------------------------------------------------------------------------------------------------------------------------------
Annual Recordkeeping Fee:
---------------------------------------------------------------------------------------------------------------------------------
     1-100 Eligible Employees                                                                              $2,000
     101-250 Eligible Employees                                                             $2,000 plus $20 per eligible over 100
     251-500 Eligible Employees                                                             $5,000 plus $16 per eligible over 250
     Over 500 Eligible Employees                                                            $9,000 plus $12 per eligible over 500
---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
     Reduction in Annual Recordkeeping Fees
          (Requires VKAC prototype)

     Average Account Balance per                          Fewer than 100                                 100 or More
               Eligible Employee                         Eligible Employee                            Eligible Employee
<S>                                                       <C>                                          <C>
                  $5,001-10,000                                 0                                            25%
                 $l0,001-15,000                                25%                                           35%
                 $15,001-20,000                                35%                                           70%
                  Over $20,000                                 50%                                          100%
---------------------------------------------------------------------------------------------------------------------------------
Annual 5500 Preparation:
---------------------------------------------------------------------------------------------------------------------------------
     Form 5500 C/R                                                                                          $300
     Form 5500                                                                                              $400
---------------------------------------------------------------------------------------------------------------------------------
Annual Compliance Testing
---------------------------------------------------------------------------------------------------------------------------------
     Basic Testing (includes first 3 ADP/ACP tests, Top Heavy,                                              $500
          Minimum Coverage Ratio Percentage test, Minimum Participation test,
          Excess Deferrals, Excess Annual Additions)
     Additional Testing                                                                                 $250 per test
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                          VAN KAMPEN AMERICAN CAPITAL
                          4O1(K) FEE SCHEDULE (CONT.)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                       Administrative Fees:
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>
Annual Document Fee
---------------------------------------------------------------------------------------------------------------------------------
     VKAC Prototype Plan                                                                           No Charge
     VKAC Individually Designed Plan                                                                 $350
---------------------------------------------------------------------------------------------------------------------------------
Annual Non VKAC Asset Fees:
---------------------------------------------------------------------------------------------------------------------------------
     Frozen GIC's                                                                       $5 per participant (minimum $1,500)
     Employer Stock                                                                 Annual fee of .20% of the value of Employer
                                                                                        Stock (Minimum $4,000 per plan year)
     Other Outside Assets                                                                         Written Quote
---------------------------------------------------------------------------------------------------------------------------------
                                                         Additional Fees:
---------------------------------------------------------------------------------------------------------------------------------
Payroll Data Transmissions:
---------------------------------------------------------------------------------------------------------------------------------
     First 26 transmissions                                                                        No charge
     Each Transmissions over 26 (hardcopy)                                                           $200
     Each Transmission over 26 (electronic file)                                                     $100
---------------------------------------------------------------------------------------------------------------------------------
Plan Document Fees:
---------------------------------------------------------------------------------------------------------------------------------
     Prototype Amendment (No SPD required)                                                            $150
     Prototype Amendment (SPD required)                                                   $150 plus $1 per participant
     Plan Restatement:
          Standardized                                                                                $500
          Nonstandardized                                                                             $750
          Individually Designed Plan                                                              Written Quote
---------------------------------------------------------------------------------------------------------------------------------
Plan Termination
---------------------------------------------------------------------------------------------------------------------------------
     Base Fee (includes preparation of final 5500)                                                   $1,000
     Preparation of IRS filing (plus user fee payable to IRS)                                         $400
---------------------------------------------------------------------------------------------------------------------------------
Plan Merger
---------------------------------------------------------------------------------------------------------------------------------
     411 (d)(6) Analysis                                                                             $1,500
     5310-A Filing                                                                                    $300
---------------------------------------------------------------------------------------------------------------------------------
Additional Services
---------------------------------------------------------------------------------------------------------------------------------
     Interim Valuation                                                                            Written Quote
     Other Additional Services                                                                    Written Quote
---------------------------------------------------------------------------------------------------------------------------------
Trustee Services
---------------------------------------------------------------------------------------------------------------------------------
     - Trustee Services are available subject to plans that meet certain requirements and have received written acceptance
       from the VKACTC.

     Base Fee                                                                                         $600
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

TRUSTEE SERVICES AGREEMENT
--------------------------------------------------------------------------------


THIS AGREEMENT is entered into by and between Channell Commercial Corporation
                                             ----------------------------------
("Employer") and Van Kampen American Capital Trust Company ("Trustee"),
effective as of the 1st day of October, 1997.
                    ---        -------  ----

WHEREAS, the Employer has created the Channell Commercial Corporation 401(k)
                                      ----------------------------------------
Plan ("Plan") by adoption of the Prototype 401(k) Profit Sharing Plan and Trust
----
sponsored by Trustee and has named the Trustee as trustee of the trust created
thereby, and

WHEREAS, the Plan identifies and describes the functions of the named
Fiduciaries under the Plan as follows:

          The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
          Administrator, (3) the Trustee, and (4) any Investment Manager
          appointed hereunder. The named Fiduciaries shall have only those
          specific powers, duties, responsibilities and obligations as are
          specifically given them under the Plan. In general, the Employer shall
          have the sole responsibility for making the contributions provided for
          under Section 4.1; and shall have the sole authority to appoint and
          remove the Trustee and the Administrator; to formulate the Plan's
          "funding policy and method"; and to amend the elective provisions of
          the Adoption Agreement or terminate, in whole or in part, the Plan.
          The Administrator shall have the sole responsibility for the
          administration of the Plan, which responsibility is specifically
          described in the Plan. The Trustee shall have the sole responsibility
          of management of the assets held under the Trust, except those assets,
          the management of which has been assigned to an Investment Manager or
          Administrator, who shall be solely responsible for the management of
          the assets assigned to it, all as specifically provided in the Plan.
          Each named Fiduciary warrants that any directions given, information
          furnished, or action taken by it shall be in accordance with the
          provisions of the Plan, authorizing or providing for such direction,
          information or action. Furthermore, each named Fiduciary may rely upon
          any such direction, information or action of another named Fiduciary
          as being proper under the Plan, and is not required under the Plan to
          inquire into the propriety of any such direction, information or
          action. It is intended under the Plan that each named Fiduciary shall
          be responsible for the proper exercise of its own powers, duties,
          responsibilities and obligations under the Plan. No named Fiduciary
          shall guarantee the Trust Fund in any manner against investment loss
          or depreciation in asset value. Any person or group may serve in more
          than one Fiduciary capacity.


and

WHEREAS, the Employer and Trustee desire further to define and clarify the
duties, responsibilities and liabilities of the named fiduciaries under the
Plan, as permitted by Section 405(c) of the Employee Retirement Income Security
Act of 1974 ("ERISA");

NOW, THEREFORE, IT IS AGREED, BY AND BETWEEN THE PARTIES HERETO

1.    By execution of this agreement, Employer appoints Trustee, and Trustee
      accepts appointment, as trustee of the Plan, as of the effective date of
      this agreement.
<PAGE>

TRUSTEE SERVICES AGREEMENT                                                page 2
--------------------------------------------------------------------------------

2.   The Employer has designed the Plan as a participant directed plan, so that
     all assets of the Plan are held in Directed Investment Accounts pursuant to
     Section 4.13 of the Plan. The Employer has adopted Directed Investment
     Account Procedures under Section 4.13 of the Plan, a copy of which is
     attached hereto as Exhibit I. Section 7.3(r) of the Plan requires that the
     Trustee must follow participant directions regarding the Directed
     Investment Accounts, and that the Trustee has no responsibility for the
     investment results of following those instructions.

3.   In the event there should be in the Plan and Trust at any time any assets
     as to which investment instructions have not been given by a participant,
     the Employer delegates investment responsibility over those assets to the
     Plan Administrator pursuant to Section 7.2(c) of the Plan.

4.   Notwithstanding the foregoing, the Trustee shall decline to implement
     participant or beneficiary instructions which it knows or reasonably
     believes:
     a.   Would not be in accordance with the documents and instruments
          governing the Plan;
     b.   Would cause the indicia of ownership of any assets of the plan to be
          maintained outside the jurisdiction of the district courts of the
          United States;
     c.   Would jeopardize the Plan's tax qualified status under the Internal
          Revenue Code ("Code");
     d.   Could result in a loss in excess of a participant's or beneficiary's
          account balance;
     e.   Would result in a prohibited transaction described in ERISA section
          406 or Code section 4975; or
     f.   Would generate income taxable to the Plan.

5.   The Employer has established the following funding policy for the Plan:

     The Employer shall pay to the Trustee its contribution to the Plan for each
     Plan Year within the time prescribed by law, including extensions of time,
     for the filing of the Employer's federal income tax return for the year.
     Elective contributions made pursuant to participants' deferral elections or
     accumulated through payroll deductions shall be paid to the Trustee as of
     the earliest date on which such contributions can be reasonably segregated
     from the Employer's general assets, but in any event within 90 days after
     the date on which such amounts would otherwise have been payable to
     participants in cash.

6.   The Employer has appointed itself Plan Administrator and will continue to
     serve as Plan Administrator until it appoints a successor and notifies
     Trustee of such appointment.

     The Plan Administrator has the sole responsibility for the administration
     of the Plan. Accordingly, the Trustee shall not be responsible or liable to
     establish or maintain a record or account in the name of any individual
     participant. The Trustee shall not be required to establish the value of
     any participant's individual interest in the trust or any account
     established thereunder. Should the trustee and the Plan Administrator agree
     that the Trustee shall maintain individual account records, such agreement
     shall be separate and apart from the terms of this trustee services
     agreement, and any such agreement shall not be construed to impose or imply
     any duty upon the Trustee hereunder, even though the Trustee shall have the
     right, power and duty to issue instructions or directions as to the
     disposition or distribution of any assets held in the Trust.
<PAGE>

TRUSTEE SERVICES AGREEMENT                                                page 3
================================================================================

7.    The Employer has selected the investment options available to participants
      in the Plan and is responsible for monitoring those investments on an
      ongoing basis to assure that they remain prudent investment choices that
      provide participants an opportunity to choose from a broad range of
      diversified investment alternatives.

      In addition, if the Employer has selected as an investment option any
      security other than investment company securities of Van Kampen American
      Capital Funds, Employer agrees to obtain and provide to the Trustee,
      within 45 days prior to the end of each Plan Year, an analysis of the
      security from a registered investment adviser that substantiates the
      Employer's continuing determination that the security is a prudent
      investment for the Plan. Both the registered investment adviser and the
      form and content of the analysis must be reasonably acceptable to the
      Trustee.

8.    The Employer and the Trustee shall each discharge their duties with
      respect to the Plan solely in the interest of the participants and
      beneficiaries, for the exclusive purpose of providing benefits to
      participants and their beneficiaries and defraying reasonable expenses of
      administering the Plan; with the care, skill, prudence and diligence under
      the circumstances then prevailing that a prudent person acting in a like
      capacity and familiar with such matters would use in the conduct of an
      enterprise of like character and with like aims; by diversifying the
      investments of the Plan so as to minimize the risk of large losses unless
      under the circumstances it is clearly prudent not to do so; and in
      accordance with the documents and instruments governing the Plan insofar
      as such documents and instruments are consistent with governing law.

9.    The Employer, as Plan Administrator, consents irrevocably to the retention
      by Trustee of such counsel or other advisors as the Trustee may deem
      reasonably necessary in connection with its responsibilities under the
      Plan.

10.   The Employer has retained Van Kampen American Capital Trust Company to
      provide recordkeeping and administrative services for the Plan. Such
      services are to be provided by Van Kampen American Capital Trust Company
      as agent for Employer and not as a fiduciary of the Plan.

11.   The Trustee shall have no duty to determine or collect contributions under
      the Plan, and shall be solely accountable for monies or properties
      actually received by it. The Employer shall have the sole duty and
      responsibility for the determination of the accuracy or sufficiency of the
      contribution to be made under any of its plans, the transmittal of
      contributions to the trust created by the Plan, and compliance with any
      statute, regulation or rule applicable to contributions.

12.   The Trustee shall have no accountability for actions taken or omitted with
      respect to the Plan or any predecessor plan by the Trustee or by the
      Employer or Plan Administrator, their officers, directors, employees or
      agents, nor shall the Trustee have any duty to inquire into the prior
      administration of the Plan.

13.   The Trustee's Compensation and Expenses are provided for in Section 7.6 of
      the 401(k) Profit Sharing Plan and Trust. The Trustee's current fee
      schedule is attached as Schedule A; Trustee reserves the right to modify
      its fee schedule at any time upon 90 days' notice to Employer. The
      Employer agrees to pay the Trustee's fees and expenses within 30 days
      after the invoice date. In the event payment of such invoice has not been
      received within 60 days of the date thereof, Trustee may deduct the amount
      thereof from the Trust Fund without further notice.

<PAGE>

TRUSTEE SERVICES AGREEMENT                                                PAGE 4
--------------------------------------------------------------------------------

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals.

EMPLOYER:                             TRUSTEE:


Channell Commercial Corporation       Van Kampen American Capital Trust Company
-------------------------------
    Employer Name


by /s/Gary W. Baker                   by /s/ Perri Williams
   ----------------                      ------------------
    Corporate Officer

Print Name  Gary W. Baker             its Assistant Vice President
            -------------                 ------------------------
                                                Title

Print Title Chief Financial Officer
            -----------------------

Date:  9-11-97                        Date:  9-30-97
      ---------                             ---------

[Corporate Seal]                                                [Corporate Seal]

<PAGE>


TRUSTEE SERVICES AGREEMENT                                               page 5
--------------------------------------------------------------------------------


                                  SCHEDULE A

                   VAN KAMPEN AMERICAN CAPITAL TRUST COMPANY
                                 TRUSTEE FEES




     Annual fee for Qualified Trusts with All
     Assets Invested in Van Kampen American
     Capital Funds (and participant loans)................................ $600.

<PAGE>

TRUSTEE SERVICES AGREEMENT                                                page 6
--------------------------------------------------------------------------------
                                                                       EXHIBIT 1

           Channell Commercial Corporation 401(k) Plan (the "Plan")
           --------------------------------------------------------
                     Directed Investment Account Procedure
                      (pursuant to Section 4.13 of Plan)


The Plan Administrator has adopted the following procedures governing Directed
Investment Accounts as provided in Section 4.13 of the Plan:

1.   All assets contributed to or held in the Plan shall be held in Directed
     Investment Accounts as provided in Section 4.13 of the Plan.

2.   All Participants shall direct the Trustee as to the investment of all
     assets held in or contributed to their participant account or accounts
     within the Plan.

3.   The permissible investment options for Directed Investment Accounts under
     the Plan shall be as on the attached Schedule of Investment Elections.

4.   Participants shall give investment instructions at the time of enrollment
     in the Plan, and thereafter may change those instructions with the
     frequency provided in the attached Schedule of Investment Elections. All
     participant instructions shall be given on forms provided for the purpose
     by the Plan Administrator, delivered to the Plan Administrator, and
     provided to the Trustee within a reasonable time after receipt by the Plan
     Administrator; provided, however, that to the extent the Plan permits a
     telephone exchange privilege to participants, participant instructions
     shall include telephone instructions given in accordance with the terms and
     conditions governing such telephone exchange privilege.

5.   As provided in Section 7.3(r) of the Plan, the Trustee shall follow
     participant instructions given in accordance with these procedures, and the
     Trustee shall have no responsibility for the investment results of
     following these instructions.

6.   As part of the exercise of investment discretion over their Directed
     Investment Accounts, all participants shall have voting rights attributable
     to the shares held in their Directed Investment Accounts, including rights
     exercisable at shareholder meetings and rights exercisable in connection
     with tender offers. The Plan Administrator shall cause proxy, tender, or
     other solicitation materials to be delivered promptly to participants in
     such manner and at such time as to permit participants fully to exercise
     such rights with respect to the shares held in their Directed Investment
     Accounts.

7.   These procedures will not be altered or amended to change the
     responsibilities of the Trustee or the Recordkeeper without the express
     written consent of the Trustee or the Recordkeeper, as the case may be.


PLAN ADMINISTRATOR


By: /s/ Gary W. Baker                    Date:   9-11-97
    ----------------------------               --------------------------
    Gary W. Baker

<PAGE>

PLAN SPONSOR REPRESENTATIONS
===============================================================================
The undersigned Employer is or will be Plan Sponsor and fiduciary of the Plan
and Trust named below, and has asked Van Kampen American Capital Trust Company
("VKACTC") to serve as Trustee.  In connection with this request, the
Employer/Plan Sponsor makes the following representations:

1.  The Plan will cover at least 100 eligible employees OR will have plan assets
    in excess of $500,000 invested in Van Kampen American Capital Mutual Funds.
                           Agree [X]    Disagree [_]

2.  The Employer will adopt VKACTC-approved prototype plan trust documents.  The
    Employer/Plan Sponsor will adopt procedures (including those contained in
    the Trustee Services Agreement and the Directed Investment Procedure)
    providing that:

        . All accounts in the Plan will be participant directed, and that any
          assets as to which participant directions are not received will be
          invested as directed by the Plan Administrator as Named Fiduciary.

        . All proxy or tender voting will be passed through participants.  Any
          proxies or tender offers not subject to participant direction will
          vote as directed by the Plan Administrator as Named Fiduciary.
                           Agree [X]    Disagree [_]

3.  The Plan Sponsor has reviewed and will adopted the Schedule of Investments
    to be offered under the Plan, having determined that the investments listed
    therein are pudent and appropriate in the light of the purposes and policies
    of the Plan.  All plan assets will be invested in mutual funds for which
    ACCESS Investor Services, Inc. serves as transfer agent (i.e. funds in the
    Van Kampen American Capital family of funds).  If this is an existing plan,
    all assets (except non-delinquent participant notes) will be liquidated and
    transferred to VKACTC in cash.
                           Agree [X]    Disagree [_]

4.  The Plan Administrator will retain VKACTC or its affiliate to serve as
    Recordkeeper in accordance with the terms of its standard Recordkeeping
    and Services Agreement (Trusteed Plan).
                           Agree [X]    Disagree [_]

5.  The Employer does not maintain any other defined contribution plans, and
    has never maintained a defined benefit plan.
                           Agree [_]    Disagree [_]

6.  The Plan will cover, on the same basis, employees of all companies that
    are members of the same controlled group or affiliated service group as
    the Employer.  The Employer has disclosed to VKACTC the composition of the
    controlled group or affiliated service group, if any.
                           Agree [X]    Disagree [_]

7.  English is the primary language of substantially all employees of the
    Employer and all members of the controlled group or affiliated service
    group.
                           Agree [X]    Disagree [_]

8.  If this is an existing plan and trust, the Plan Sponsor/Plan Administrator
    has accurately disclosed to VKACTC all assets, liabilities, commitments
    and contingencies, if any, of the Plan and Trust prior to the retention of
    VKACTC.
                           Agree [X]    Disagree [_]

9.  The Employer/Plan Sponsor undertakes to cause the Plan and Trust to be
    operated in full compliance with the requirements of ERISA and the Internal
    Revenue Code and, for existing plans, represents this it has no knowledge of
    any facts or circumstances or transactions that would cause the Plan to fail
    to qualify under Section 401 of the Internal Revenue Code or would cause the
    Plan to be in violation of any provision of the Code or ERISA or any other
    applicable law or regulation.
                           Agree [X]    Disagree [_]

Please explain the reason for any items for which the Employer has indicated
"Disagree" in a separate signed addendum.

The undersigned Employer, by its duly authorized officer, certifies and
represents that the information contained herein, including any separate
addendum, is true, and complete and correct.  The Employer understands that its
representations have important legal consequences for the Plan and Trust, and
agrees to indemnify and hold harmless Van Kampen American Capital Trust Company,
its officer, directors, employees and affiliates from any expense, loss, claim
or liability occasioned as a result of reliance upon the information provided
herein.


Plan Name: CHANNELL COMMERCIAL CORPORATION 401(k) PLAN
           --------------------------------------------------------------------
Employer Name: CHANNELL COMMERCIAL CORPORATION   By: /s/ Gary W. Baker
               -------------------------------      ---------------------------
Date:   9-11-97                                      Gary W. Baker
      ----------------------------------------   ------------------------------
                                                     CHIEF FINANCIAL OFFICER
                                                 ------------------------------


<PAGE>

AUTHORIZED SIGNATURES
--------------------------------------------------------------------------------

The undersigned Employer with respect to the referenced plan hereby authorizes
and directs Van Kampen American Capital Trust Company, as recordkeeper for the
plan, to honor written instructions that it reasonably believes to be provided
by any one of the following persons:

       NAME                      TITLE                    SPECIMEN SIGNATURE

GARY W. BAKER        Chief Financial Officer           /s/ Gary W. Baker
-------------------  -------------------------------  --------------------------
-------------------  -------------------------------  --------------------------
-------------------  -------------------------------  --------------------------
-------------------  -------------------------------  --------------------------
-------------------  -------------------------------  --------------------------
-------------------  -------------------------------  --------------------------
-------------------  -------------------------------  --------------------------
-------------------  -------------------------------  --------------------------

The foregoing authorization is limited to those instructions that are given by
or on behalf of the Employer/Plan Administrator. Those documents that require
signature by the plan trustees or by an individual plan participant will
continue to be signed by the trustees or participants as the document requires.


EMPLOYER CERTIFICATION
----------------------
The Employer below hereby certifies that the information completed in this
document is true and correct to the best of its knowledge.  The Employer
understands that this decision has important legal consequences regarding the
qualification of the Plan and indemnify Van Kampen American Capital from any
liability, cost or expense incurred as a result of relying on this information.


Channell Commercial Corporation 401(k) Plan
--------------------------------------------------
Plan Name

Channell Commercial Corporation
--------------------------------------------------
Employer Name

By: /s/ Gary W. Baker          9-11-97
   -----------------------------------------------
     Authorized Signature       Date

Title: Chief Financial Officer
      --------------------------------------------

<PAGE>

Plan Conversion Agreement
--------------------------------------------------------------------------------


WHEREAS, the Plan Administrator of the Plan (the "Plan") named below has hired
and retained Van Kampen American Capital Trust Recordkeeping Services, Inc.
(VKAC) to provide recordkeeping services for the Plan, and have changed the
investment elections available to participants in the Plan to selected mutual
funds in the Van Kampen American Capital family of funds ("VKAC Mutual Funds")
or other assets as designated by the Plan Administrator;

AND, the Plan Administrator, as Named Fiduciary of the Plan, wishes to liquidate
the existing Plan assets and to cause the proceeds to be invested in the VKAC
Mutual Funds in accordance with participant instructions;

AND, the Plan Administrator understands that VKAC requires the following
information ("Plan Information") before the assets can be accurately reinvested
in accordance with participant directions:

     . The most recent plan valuation showing participant balances as of the
       date the existing plan assets were liquidated; and

     . A reconciliation of the amount of assets transferred to the participant
       balances; and

     . Enrollment and election forms for all participants, including terminated
       participants who have remaining account balances; and

     . All outstanding loan documentation, including current loan balances;
       promissory notes, and amortization schedules; and

     . Such other information as may be reasonably required by VKAC to identify
       and process accurately and completely the assets transferred to the VKAC
       Mutual Funds.

NOW THEREFORE, the Plan Administrator, as Named Fiduciary in the Plan, directs
VKAC as follows:

     . To establish a "blackout period" beginning on the date Plan assets are
       transferred to VKAC and ending on the date that all balances have been
       converted onto the VKAC recordkeeping system and invested in VKAC Mutual
       Funds or such other instruments authorized in the Plan; and

     . To invest all Plan assets during the blackout period in Van Kampen
       American Capital Reserve Fund, Inc. ("Reserve Fund"), a money market
       mutual fund; and

     . To invest employee deferrals and employer matching contributions received
       during the blackout period in accordance with participants' investment
       elections indicated on individual enrollment forms as delivered to VKAC;
       in the event a participant's election has not been received, the Plan
       Administrator instructs VKAC to invest all contributions in the Reserve
       Fund; and

     . At the conclusion of the blackout period, to invest all participant
       balances' plus all earnings earned after the transfer of Plan assets to
       VKAC into the VKAC Mutual Funds or other investments in accordance with
       participants' elections.

<PAGE>

PLAN CONVERSION AGREEMENT                                                 PAGE 2
--------------------------------------------------------------------------------

AND, the Plan Administrator understands that:

     . During the blackout period, VKAC will process NO ACTIVITY such as
       exchanges, distributions to terminated employees, hardship distributions
       or new loans.

     . The length of the blackout period depends on the following three (3)
       critical items:

         1) The time it takes the prior recordkeeper to deliver a valuation of
            participant balances to VKAC; and

         2) The format of the information provided by the prior recordkeeper
            (i.e hard copy, tape or diskette); and

         3) Whether or not the participant balances contained in the valuation
            in total reconcile to the dollar amounts transferred to VKAC; and

         4) The time it takes VKAC to load participant balances on VKAC's
            recordkeeping system. VKAC's standard turnaround time is fifteen
            (15) business days after receipt and reconciliation of the Plan
            Information contained in Exhibit A.

       NOTE:  It is to the benefit of all interested parties including VKAC to
       minimize this blackout period. VKAC will provide as much support as
       possible to ensure this period is minimized but ultimately, this period
       will depend largely on the timeliness and accuracy of data provided by
       the prior recordkeeper.

     . Additional takeover fees over and above those stated in our Recordkeeping
       and Services Agreement may result if:

         1) The balances provided by the prior Recordkeeper do not reconcile
            with the amount of assets transferred thereby necessitating
            additional reconciliation services from VKAC; or

         2) VKAC is asked to perform recordkeeping services prior to the
            transfer of plan assets to VKAC; or

         3) The Plan Administrator requests that VKAC process any activity that
            otherwise would be frozen during the blackout period (i.e.
            distributions, loans, etc).

       The additional fees for services as a result of these conditions are as
       follows:

         1) $75 per hour for additional reconciliation services.  NOTE: VKAC
            will not bill for reasonable reconciliation services that are a part
            of any conversion.

         2) $500 plus $10 per participant for each quarter that VKAC is asked to
            provide recordkeeping services prior to the transfer of assets to
            VKAC. Minimum one quarter fee (i.e. if VKAC is being asked to begin
            recordkeeping services beginning January 1, and assets are
            transferred on January 15th, and additional takeover fee of $500
            plus $10 per participant would result.)

         3) $100 per distribution including loan withdrawals during the blackout
            period.

<PAGE>

PLAN CONVERSION AGREEMENT                                                Page 3
================================================================================


IN WITNESS WHEREOF, the Plan Administrator has executed this instrument this
22 day of September, 1997.


Plan Name: CHANNELL COMMERCIAL CORPORATION 401(k)


PLAN ADMINISTRATOR:                                   TRUSTEES:


                                                                  Company Name
----------------------------------            --------------------
        Trustee Signature                     Date


By: /S/ Gary W. Baker                         --------------------------------
   -------------------------------                    Trustee Signature   Date
Authorized Signature


Title: Chief Financial Officer                --------------------------------
                                              Trustee Signature         Date


ACCEPTED:

Van Kampen American Capital Recordkeeping Services, Inc.



By: /S/ Perri Williams                                   9-30-97
   -----------------------                           ----------------
                                                     Date


Title: Assistant Vice President
       ------------------------
<PAGE>

                 QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE

================================================================================

Employer/Plan Administrator Certification


Channell Commercial Corporation 401(k) Plan
--------------------------------------------------------------------------------
Plan Name

Channell Commercial Corporation
--------------------------------------------------------------------------------
Employer Name


The undersigned Plan Administrator of the aforementioned Plan hereby adopts the
QDRO Procedure, which governs the Plan's processing of domestic relations orders
submitted to the plan.



/s/ Gary W. Baker
----------------------------------
Signature of Plan Administrator

Chief Financial Officer
----------------------------------
Title

1-26-98
----------------------------------
Date
<PAGE>

                 QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE
--------------------------------------------------------------------------------
                                                                          Page 2

If a Participant in the Plan is seeking a divorce, and there is the possibility
that the spouse will seek a Domestic Relations Order (DRO) laying claim to a
portion of the Participant's account balance in the Plan, the Participant may
want to complete the "Participant Authorization" form in this procedure allowing
the Plan Administrator to provide to the Participant's spouse and representative
counsel information regarding the Plan and the Participant's amount of Plan
benefits.

In the case of any Domestic Relations Order (DRO) received by the Plan, its
status under ERISA and the Internal Revenue Code shall be determined under the
following procedure:

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

STEP 1
------

Promptly upon receiving a DRO, the Employer, acting as Plan Administrator, will
refer the DRO, issued by State Court, to the Plan Sponsor's legal counsel to
render an opinion within sixty days (or such earlier period as shall be provided
by Treasury Regulations) whether the DRO is a "qualified domestic relations
order" (QDRO) as defined by ERISA (S)206(d)(3)(B) and Internal Revenue Code
(S)414(p) as amended.

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

STEP 2
------

The Plan Administrator will send the "Domestic Relations Order Notice" to the
following:

                    .  The concerned Participant;
                    .  Any named alternate payee;
                    .  Each representative designated by the Participant and
                       alternate payee; and
                    .  Your VKAC Pension Analyst.

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

<PAGE>

                 QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE

================================================================================
                                                                          Page 3

STEP 3
------

As soon as practicable, the Plan Administrator, in consultation with your VKAC
Pension Analyst, will ascertain the amount to be paid or credited to each
alternate payee pursuant to any QDRO.  While any issue is pending regarding
whether a DRO is a "qualified order", the Plan Administrator will defer payment
of any benefits in dispute.  A participant with plan rights to direct
investments will retain such rights until a determination is made as to the
qualified status of the DRO.  If the order is determined to be qualified, it
will be applied to assets in accounts as of the date such determination is made.

================================================================================

STEP 4
------

Upon receiving legal counsel's opinion regarding whether the DRO is a QDRO, and
reviewing the clarity and sufficiency of the instructions with the VKAC Pension
Analyst, the Plan Administrator will issue its determination whether the DRO is
a QDRO.  Prior to issuing a determination, the Plan Administrator may (but is
not required-to) consult with the Participant and/or the alternate payee to
secure amendments necessary to meet the QDRO requirements.

================================================================================

STEP 5
------

The Trustee(s) of the Plan will review the Plan Administrator's determination
and legal counsel's opinion to assure that the documentation is in good order to
support the determination.

================================================================================


<PAGE>

                 QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE
================================================================================
                                                                          Page 4


STEP 6
------


When the decision is made concerning the qualified status of the DRO, the Plan
Administrator will promptly notify in writing the Participant and any alternate
payees named in the DRO, as well as any representative designated in writing by
such persons.  These parties must be sent one of the following notifications
making them aware that a tentative determination has been made to the qualified
status of the DRO:

              . "QDRO Approval Notice"; or

              . "QDRO Disapproval Notice".

================================================================================


STEP 7
------

If neither the Participant nor putative alternate payee disputes the
determination within 60 days after the mailing of the "QDRO Approval Notice",
then the determination shall be final and the Plan Administrator shall implement
the order as described.

If the Participant or a putative alternate payee disputes the order within 60
days after the mailing of the notice, then the Plan Administrator will refer the
dispute to legal counsel for further advice concerning resolution of the
dispute.

================================================================================
<PAGE>

QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE

================================================================================
                                                                          Page 5


STEP 8
------


If the DRO is determined to be a QDRO within eighteen months after initial
receipt of the order, the Plan Administrator will allocate to a separate account
in the name of each alternate payee the amount awarded to such alternate payee,
and will thereafter make payments from such account as directed by the QDRO or
alternate payee as provided in the QDRO.

Your VKAC Pension Analyst must receive a copy of the "QDRO Approval Notice" in
which the account adjustment instructions are given by the Plan Administrator.

In order for your VKAC Pension Analyst to make a QDRO distribution to an
alternate payee, the alternate payee will need to complete the "Distribution
Information Booklet".  A copy of this booklet is located in the appendix to this
guide.  The Plan Administrator will need to sign this form authorizing the
distribution.

================================================================================
<PAGE>

                 QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE

--------------------------------------------------------------------------------
                                                                          Page 6

STEP 9
------

If the Plan Administrator decides the DRO is not qualified or, after eighteen
months have expired, has not resolved the issue of whether the DRO is qualified,
the Plan Administrator will reallocate the amounts accounted for (including
earnings or losses, if applicable) to the Participant's account from which they
came.

If the Plan or Trust is made a defendant in any kind of domestic relations case
before an order is given, the Plan Administrator will use legal counsel to:

                     .  file a proper pleading;
                     .  send copies of this procedure to legal counsel for the
                        plaintiff; and
                     .  seek to have any order in a domestic relations case
                        which affects the Plan or Trust to be a "qualified"
                        domestic relations order.

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

On the following pages, you will find example letters to be used in this
process.  The form letters are for illustrative use only.  Be sure to contact
your Plan's legal counsel about any QDRO.

<PAGE>

                 QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE

================================================================================
                                                                          Page 7

Participant's Authorization


(This form is for illustrative use only.)
                                   ----


        [Date]


        [Plan Sponsor's Name and Address]

        In connection with my divorce from [Name of Spouse or Former Spouse],
                                           ---------------------------------
        and the resulting division of my benefits in the [Name of Plan], (the
                                                         --------------
        "Plan"), I, [Name of Participant] hereby authorize the Plan
                    ---------------------
        Administrator of the Plan to provide to [Name of Spouse or Former
                                                -------------------------
        Spouse], and/or [his or her], attorneys information regarding the amount
        -------         ------------
        of my Plan benefits and to comment to them on whether any draft Order
        which purports to be a qualified domestic relations order ("QDRO") is
        indeed a QDRO and, if not, why not.




        ------------------------------------
        Signature of Participant



        ------------------------------------
        Date
<PAGE>

                 QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE

================================================================================
                                                                          Page 8

Domestic Relations Order Notice

(THIS FORM IS FOR ILLUSTRATIVE USE ONLY.  BE SURE TO CONTACT THE PLAN'S LEGAL
                                   ----
COUNSEL ABOUT ANY QDRO.  SEND TO PARTICIPANT, ALTERNATE PAYEE, AND THEIR LEGAL
              ---
COUNSEL.)


    [Date]

    [Participant's Name and Address]

    [Alternate Payee's Name and Address]

    As a Participant (or current or potential alternate payee of a Participant's
    benefit) under this plan, you should know the following:

       The Participant has received a Domestic Relations Order from a state
       court that may affect the benefits you are entitled to receive from this
       Plan. The Domestic Relations Order has been referred to the Plan's legal
       counsel for an opinion as to whether it is a "qualified domestic
       relations order" as defined by section 414(p) of the Internal Revenue
       Code of 1986, as amended, and ERISA Sec.206 .

       Upon receipt of counsel's opinion, the Plan Administrator will make a
       determination whether the order is a "qualified domestic relations
       order". You will be notified of the Plan Administrator's decision and the
       effect it will have on your benefits under this plan. Adjustment of
       accounts and benefits as required by a QDRO may be made beginning 60 days
       after the date the Plan Administrator mails the notice of the decision.

       No distribution will be made from the Participant's account in the Plan
       from the time a Domestic Relations Order is received by the Plan until
       the Plan Administrator's determination as to a qualified status has
       become final after notice to the affected parties. Until that time, the
       Participant will retain any right to direct the investment of the account
       that he/she held when the order was entered.

       If the order is not found to be a Qualified Domestic Relations Order
       within 18 months, the amounts being held (and interest or earnings
       thereon, if any) will be treated as if the order was never received by
       this Plan. If the order is found to be a Qualified Domestic Relations
       Order within 18 months, the account will be divided or adjusted as
       required by the order.

    If you have any questions about your rights under the Plan or with respect
    to this notice, please contact the Plan Administrator at this office.

    cc:  [Participant's representative, as named in this order]
         [Alternate Payee's representative, as named in order]
         VKAC, Recordkeeper for plan




<PAGE>

                 QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE

================================================================================
                                                                          Page 9

QDRO Approval Notice

(This form is for illustrative use only.  Be sure to contact the Plan's legal
                                   ----
counsel about any QDRO.  Send to the Participant, Alternate Payee, and their
              ---
Legal Counsel.)

     [Date]


     [Participant's Name and Address]


     [Alternate Payee's Name and Address]


     As a Participant (or alternate payee) in this Plan, your benefits are
     affected by a Domestic Relations Order received by the Plan. You were
     advised, by letter dated _____________, that the Plan Administrator was
     reviewing a court order affecting the benefits of  [Participant's Name] .
                                                       ----------------------

     The Plan Administrator has now determined the order is a Qualified Domestic
     Relations Order, and will have the following effect on you:


              [Describe account adjustment required by QDRO here]


     You have the right to appeal this action by written request to the Plan
     Administrator within 60 days of receiving this notice. Send your written
     appeal to the Plan Administrator at this address:


                 [Address of Plan Administrator/Plan Sponsor]


     cc:  [Participant's representative, as named in this order]
          [Alternate Payee's representative, as named in order]
          VKAC, Recordkeeper for plan

<PAGE>

                 QUALIFIED DOMESTIC RELATIONS ORDER PROCEDURE

================================================================================
                                                                         Page 10

QDRO Disapproval Notice

(This form is for illustrative use only.  Be sure to contact the Plan's legal
                                   ----
counsel about any QDRO.  Send to the Participant, Alternate Payee, and their
              ---
Legal Counsel.)


     [Date]


     [Participant's Name and Address]


     [Alternate Payee's Name and Address]


     As a Participant (or alternate payee) in this Plan, your benefits are
     affected by a Domestic Relations Order received by the Plan. You were
     advised, by letter dated ___________, that the Plan Administrator was
     reviewing a court order affecting the benefits of [Participant's Name] .
                                                      ----------------------

     The Plan Administrator has now determined the order is not a Qualified
     Domestic Relations Order.

     The reasons for this determination are as follows: [usually by legal
     counsel]

     You have the right to appeal this action by written request to the Plan
     Administrator within 60 days of receiving this notice.  Send your written
     appeal to the Plan Administrator at this address:


                 [Address of Plan Administrator/Plan Sponsor]



     cc:  [Participant's representative, as named in this order]
          [Alternate Payee's representative, as named in order]
          VKAC, Recordkeeper for plan