EXHIBIT 10.14

                                                            Prototype Cash or
                                                            Deferred Profit-
                                                            Sharing Plan #004



                                 NONSTANDARDIZED
                               ADOPTION AGREEMENT
                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                        PLAN AND TRUST/CUSTODIAL ACCOUNT
                                  Sponsored by
                             THE FROST NATIONAL BANK

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

1.  EMPLOYER INFORMATION

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

    (a)   NAME AND ADDRESS:

          Billing Concepts Corp.
          7411 John Smith Drive, Suite 200
          San Antonio, TX  78229

    (b)   TELEPHONE NUMBER: 210/949-4045

    (c)   TAX ID NUMBER:          74-2788477

    (d)   FORM OF BUSINESS:

          []    (i)   Sole Proprietor

          []    (ii)  Partnership

          [X]   (iii) Corporation

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

          []    (v)   Other:

                                       1
<PAGE>
    (e)   NAME(S) OF INDIVIDUAL(S) AUTHORIZED TO ISSUE
          INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:

          David Tusa, CFO and Parris H. Holmes Jr., CEO

    (f)   NAME OF PLAN:     Billing Concepts Corp. 401(k) Plan

    (g)   THREE DIGIT PLAN NUMBER
            FOR ANNUAL RETURN/REPORT:   001


2.  EFFECTIVE DATE

    (a)   This is a new Plan having an effective date of OCTOBER 23, 2000.

    (b)   This is an amended Plan.

          The effective date of the original Plan was ________________________.

          The effective date of the amended Plan is __________________________.


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


3.  DEFINITIONS

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


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

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

          [X]   (i)   Plan Year.

          []    (ii)  Employer's Taxable Year.

          []    (iii) Calendar Year.

          Compensation shall be determined on the basis of the following
          safe-harbor definition of Compensation in IRS Regulation Section
          1.414(s)-1(c):

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

                                       2
<PAGE>
          [X]   (v)   Code Section 3401(a) Compensation, or

          []    (vi)  Code Section 415 Compensation.

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

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

          (iii) Exclusions From Compensation:

                (1)   overtime.

                (2)   bonuses.

                (3)   commissions.

                (4)   extraordinary Compensation


            TYPE OF CONTRIBUTION(S)                                 EXCLUSION(S)


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

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

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

    (c)   "Entry Date"

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

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

          []   (iii)  The first day of the Plan Year following the date on
                      which the Employee meets the eligibility requirements. If
                      this election is made, the Service

                                       3
<PAGE>
                      requirement at 4(a)(ii) may not exceed 1/2 year and the
                      age requirement at 4(b)(ii) may not exceed 20-1/2.

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

          [X]    (v)  The first day of the Plan Year, or the first day of
                      the fourth month, or the first day of the seventh month or
                      the first day of the tenth month, of the Plan Year
                      coinciding with or following the date on which an Employee
                      meets the eligibility requirements.

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

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

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

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

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

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

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


          If applicable, the Limitation Year will be a short Limitation Year
          commencing on OCTOBER 23 and ending on N/A

                                       4
<PAGE>
    (f)   "Net Profit"

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

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

          []    (iii) Shall be defined as:



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

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

          If applicable, the Plan Year will be a short Plan Year commencing on
          OCTOBER 23 and ending on DECEMBER 31 . Thereafter, the Plan Year shall
          end on the date last specified above.

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

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

    (j)   "Taxable Wage Base" [paragraph 1.79]

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

          []          (ii) The maximum earnings considered wages for such Plan
                           Year under Code Section 3121(a).

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

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

                                       5
<PAGE>
          []          (v) For the 1989 Plan Year $10,000. For all subsequent
                          Plan Years, 20% of the maximum earnings considered
                          wages for such Plan Year under Code Section 3121(a).

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

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

           (i)  Daily             (v)   Quarterly

          (ii)  Weekly            (vi)  Semi-Annually

          (iii) Monthly           (vii) Annually

          (iv)  Bi-Monthly

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

            TYPE OF CONTRIBUTION(S)                         VALUATION  DATE(S)
            -----------------------                         ------------------


            After-Tax Voluntary Contributions [Section 6]           I
                                                                  ------

            Elective Deferrals [Section 7(b)]                       I
                                                                  ------

            Matching Contributions [Section 7(c)]                   I
                                                                  ------

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

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

            Minimum Top-Heavy Contributions [Section 7(i)]          I
                                                                  ------

    (l)   "Year of Service"

          (i)   For  Eligibility  Purposes:  The  12-consecutive  month period
                during  which an Employee is credited  with 500 (not more than
                1,000) Hours of Service.

          (ii)  For Allocation  Accrual  Purposes:  The  12-consecutive  month
                period  during  which an Employee  is  credited  with 500 (not
                more than 1,000) Hours of Service.

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

                                       6
<PAGE>
4.  ELIGIBILITY REQUIREMENTS

    (a)   Service:

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

          [X]   (ii)  The Plan shall cover only Employees having completed
                      at least .5 [not more than three (3)] Years of Service. If
                      more than one (1) is specified, for Plan Years beginning
                      in 1989 and later, the answer will be deemed to be one
                      (1).

          NOTE:  If the eligibility period selected is less than one year, an
                 Employee will not be required to complete any specified number
                 of Hours of Service to receive credit for such period.

    (b)   Age:

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

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

    (c)   Classification:

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

          []    (i)   No exceptions.

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

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

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

                        leased employees
                       ______________________________
                       ______________________________

                                       7
<PAGE>
    (d)   Employees on Effective  Date:

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

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

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


5.  RETIREMENT AGES

    (a)   Normal Retirement Age:

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

          [X]    (i)  Normal Retirement Age shall be 55 (not to exceed age 65).

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

    (b)   Early Retirement Age:

          [X]   (i)   Not Applicable.

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


6.  EMPLOYEE CONTRIBUTIONS

    [X]    (a)  Participants shall be permitted to make Elective Deferrals
                in any amount from 0% up to 15% of their Compensation.

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

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

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

                                       8
<PAGE>
                []    (iii) On the  Anniversary  Date of the  Plan  and on the
                            first day following any Valuation Date, or

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

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

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

                []    (i)   % of Compensation.

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

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

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


7.  EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

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

    (a)   Profits Requirement:

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

                []    (A)   Matching Contributions.

                []    (B)   Qualified Non-Elective Contributions.

                []    (C)   discretionary contributions.

          (ii)  No Net Profits are required for:

                [X]   (A)   Matching Contributions.

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

                                       9
<PAGE>
                [X]   (C)  discretionary contributions.

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

[X] (b)   Salary Savings Agreement:

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

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

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

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

          [X]   (iii) for a period of 3 month(s) (not to exceed 12 months).

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

          [X]   (i)   Percentage Match: The Employer shall contribute and
                      allocate to each eligible Participant's account an amount
                      equal to 100% of the amount contributed and allocated in
                      accordance with paragraph 7(b) above and (if checked) % of
                      [] the amount of Voluntary Contributions made in
                      accordance with paragraph 4.1 of the Basic Plan Document
                      #04. The Employer shall not match Participant Elective
                      Deferrals as provided above in excess of $N/A or in excess
                      of 5% of the --- - Participant's Compensation or if
                      applicable, Voluntary Contributions in excess of $ or in
                      excess of % of the Participant's Compensation. In no event
                      will the match on both Elective Deferrals and Voluntary
                      Contributions exceed a combined amount of $ or %.

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

          []   (iii)  Tiered Match: The Employer shall contribute and allocate
                      to each Participant's account an amount equal to % of the
                      first % of the Participant's Compensation, to the extent
                      deferred.

                      % of the next % of the Participant's Compensation, to the
                      extent deferred.

                                       10
<PAGE>
                      % of the next % of the  Participant's  Compensation,  to
                      the extent deferred.

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

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

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

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

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

                      []    (A)   All Matching Contributions.

                      []    (B)   None.

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

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

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

              (viii)  Matching Contribution Computation Period: The time period
                      upon which matching contributions will be based shall be

                      []    (A)   weekly

                      [X]   (B)   bi-weekly

                      []    (C)   semi-monthly

                      []    (D)   monthly

                                       11
<PAGE>
                      []    (E)   quarterly

                      []    (F)   semi-annually

                      []    (G)   annually

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

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

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

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

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

          Qualified non-Elective Contributions will be made to:

          []    (iii) All Employees eligible to participate.

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

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

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

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

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

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

                                       12
<PAGE>
          (ii)  Next, any remaining Employer Contributions and forfeitures will
                be allocated to Participants who have Compensation in excess of
                the Taxable Wage Base (excess Compensation). Each such
                Participant will receive an allocation in the ratio that his or
                her excess compensation bears to the excess Compensation of all
                Participants. Participants may only receive an allocation of 3%
                of excess Compensation.

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

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

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

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

                                       13
<PAGE>
          The Employer shall have the right to make an additional discretionary
          contribution. To the extent that such contributions are sufficient,
          they shall be allocated as follows:

          % of each eligible Participant's Compensation plus % of Compensation
          in excess of the Taxable Wage Base defined at Section 3(j) hereof. The
          percentage on excess compensation may not exceed the lesser of (i) the
          amount first specified in this paragraph or (ii) the greater of 5.7%
          or the percentage rate of tax under Code Section 3111(a) as in effect
          on the first day of the Plan Year attributable to the Old Age (OA)
          portion of the OASDI provisions of the Social Security Act. If the
          Employer specifies a Taxable Wage Base in Section 3(j) which is lower
          than the Taxable Wage Base for Social Security purposes (SSTWB) in
          effect as of the first day of the Plan Year, the percentage
          contributed with respect to excess Compensation must be adjusted. If
          the Plan's Taxable Wage Base is greater than the larger of $10,000 or
          20% of the SSTWB but not more than 80% of the SSTWB, the excess
          percentage is 4.3%. If the Plan's Taxable Wage Base is greater than
          80% of the SSTWB but less than 100% of the SSTWB, the excess
          percentage is 5.4%.

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

    (h)   Allocation of Excess Amounts (Annual Additions)

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

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

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

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

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

          [X]   (i)   all eligible Participants.

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

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

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

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

                                       14
<PAGE>
          []    (ii)  the ACP of the affected Highly Compensated Employees.

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


8.  ALLOCATIONS TO TERMINATED EMPLOYEES

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

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

                MATCHING    OTHER

                [X]   []    (i)   Retirement.

                [X]   []    (ii)  Disability.

                [X]   []    (iii) Death.

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

                [X]   []    (v)   Other termination of employment even
                                  though the Participant has not completed a
                                  Year of Service.
 .
                []    []   (vi)   Termination of employment (for any
                                  reason) provided that the Participant had
                                  completed a Year of Service for Allocation
                                  Accrual Purposes.

9.  ALLOCATION OF FORFEITURES

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

                                       15
<PAGE>
          (a)   Allocation Alternatives:

                If forfeitures are allocated to Participants, such allocation
                shall be done in the same manner as the Employer's contribution.

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

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

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

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

                                  []    all eligible Participants under the
                                        Plan.

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

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

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

                                  []    all eligible Participants.

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

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

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

    (b)   Date for Reallocation:

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

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

                                       16
<PAGE>
                []    (ii)  Forfeitures will be reallocated immediately (as
                            of the next Valuation Date).

                []   (iii)  Forfeitures shall be reallocated at the end of
                            the Plan Year during which the former Employee
                            incurs his or her (1st, 2nd, 3rd, or 4th)
                            consecutive one year Break In Service.

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

    (c)   Restoration of Forfeitures:

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

          []    (i)   Current year's forfeitures.

          []    (ii)  Additional Employer contribution.

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

    (d)   Forfeitures of Excess Aggregate Contributions shall be:

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

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

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


10. CASH OPTION

    []    (a)   The Employer may permit a Participant to elect to defer to the
                Plan, an amount not to exceed % of any Employer paid cash bonus
                made for such Participant for any year. A Participant must file
                an election to defer such contribution at least fifteen (15)
                days prior to the end of the Plan Year. If the Employee fails to
                make such an election, the entire Employer paid cash bonus to
                which the Participant would be entitled shall be paid as cash
                and not to the Plan. Amounts deferred under this section shall
                be treated for all purposes as Elective Deferrals.
                Notwithstanding the above, the election to defer must be made
                before the bonus is made available to the Participant.

                                       17
<PAGE>
    [X]   (b)   Not Applicable.


11. LIMITATIONS ON ALLOCATIONS

    []    This is the only Plan the Employer maintains or ever maintained,
          therefore, this section is not applicable.

    [X]   The Employer does maintain or has maintained another Plan (including a
          Welfare Benefit Fund or an individual medical account (as defined in
          Code Section 415(l)(2)), under which amounts are treated as Annual
          Additions) and has completed the proper sections below.

          Complete (a), (b) and (c) only if the Employer maintains or ever
          maintained another qualified plan, including a Welfare Benefit Fund or
          an individual medical account [as defined in Code Section 415(l)(2)]
          in which any Participant in this Plan is (or was) a participant or
          could possibly become a participant.

    (a)   If the Participant is covered under another qualified Defined
          Contribution Plan maintained by the Employer, other than a Master or
          Prototype Plan:

          [X]     (i)   the provisions of Article X of the Basic Plan Document
                        #04 will apply, as if the other plan were a Master or
                        Prototype Plan.

          []     (ii)   Attach provisions stating the method under which the
                        plans will limit total Annual Additions to the Maximum
                        Permissible Amount, and will properly reduce any Excess
                        Amounts, in a manner that precludes Employer discretion.

    (b)   If a Participant is or ever has been a participant in a Defined
          Benefit Plan maintained by the Employer:

          Attach provisions which will satisfy the 1.0 limitation of Code
          Section 415(e). Such language must preclude Employer discretion. The
          Employer must also specify the interest and mortality assumptions used
          in determining Present Value in the Defined Benefit Plan.

    (c)   The minimum contribution or benefit required under Code Section 416
          relating to Top-Heavy Plans shall be satisfied by:

          []    (i)   this Plan.

          []    (ii)  ________________________

                      (Name of other qualified plan of the Employer).

                                       18
<PAGE>
          []   (iii)  Attach provisions stating the method under which the
                      minimum contribution and benefit provisions of Code
                      Section 416 will be satisfied. If a Defined Benefit Plan
                      is or was maintained, an attachment must be provided
                      showing interest and mortality assumptions used in the
                      Top-Heavy Ratio.


12. VESTING

    Employees shall have a fully vested and nonforfeitable interest in any
    Employer contribution and the investment earnings thereon made in accordance
    with paragraphs (select one or more options) [X] 7(c), [] 7(e), [] 7(f), []
    7(g) and [X] 7(i) hereof. Contributions under paragraph 7(b), 7(c)(vii) and
    7(d) are always fully vested. If one or more of the foregoing options are
    not selected, such Employer contributions shall be subject to the vesting
    table selected by the Employer.

    Each Participant shall acquire a vested and nonforfeitable percentage in his
    or her account balance attributable to Employer contributions and the
    earnings thereon under the procedures selected below except with respect to
    any Plan Year during which the Plan is Top-Heavy, in which case the
    Two-twenty vesting schedule [Option (b)(iv)] shall automatically apply
    unless the Employer has already elected a faster vesting schedule. If the
    Plan is switched to option (b)(iv), because of its Top-Heavy status, that
    vesting schedule will remain in effect even if the Plan later becomes
    non-Top-Heavy until the Employer executes an amendment of this Adoption
    Agreement indicating otherwise.

    (a)   Computation Period:

          The computation period for purposes of determining Years of Service
          and Breaks in Service for purposes of computing a Participant's
          nonforfeitable right to his or her account balance derived from
          Employer contributions:

          [X]   (i)   shall not be applicable  since  Participants  are always
                      fully vested,

          []    (ii)  shall commence on the date on which an Employee first
                      performs an Hour of Service for the Employer and each
                      subsequent 12-consecutive month period shall commence on
                      the anniversary thereof, or

          []   (iii)  shall commence on the first day of the Plan Year during
                      which an Employee first performs an Hour of Service for
                      the Employer and each subsequent 12-consecutive month
                      period shall commence on the anniversary thereof.

    A Participant shall receive credit for a Year of Service if he or she
    completes at least 1,000 Hours of Service [or if lesser, the number of hours
    specified at 3(l)(iii) of this Adoption Agreement] at any time during the
    12-consecutive month computation period. Consequently, a Year of Service may
    be earned prior to the end of the 12-consecutive month computation period
    and the Participant need not be employed at the end of the 12-consecutive
    month computation period to receive credit for a Year of Service.

                                       19
<PAGE>
    (b)   Vesting Schedules:

    NOTE:  The vesting schedules below only apply to a Participant who has at
           least one Hour of Service during or after the 1989 Plan Year. If
           applicable, Participants who separated from Service prior to the 1989
           Plan Year will remain under the vesting schedule as in effect in the
           Plan prior to amendment for the Tax Reform Act of 1986.

          (i)   Full and immediate vesting.

                                  YEARS OF SERVICE
                                  ----------------
                      1     2     3     4     5     6     7
                     --   ---    --    --    --    --    --
          (ii)        %  100%
          (iii)       %     %  100%
          (iv)        %   20%   40%   60%   80%  100%
          (v)         %     %   20%   40%   60%   80%  100%
          (vi)      10%   20%   30%   40%   60%   80%  100%
          (vii)       %     %     %     %  100%
          (viii)      %     %     %     %     %     %  100%

    NOTE: The  percentages  selected for  schedule  (viii) may not be less for
           any year than the percentages shown at schedule (v).

          []    All contributions other than those which are fully vested when
                contributed will vest under schedule above.

          []    Contributions other than those which are fully vested when
                contributed will vest as provided below:

                     VESTING
                  OPTION SELECTED   TYPE OF EMPLOYER CONTRIBUTION

                   ____________     7(c) Employer Match on Salary Savings

                   ____________     7(c) Employer Match on Employee Voluntary

                   ____________     7(e) Employer Discretionary

                   ____________     7(f)&(g) Employer Discretionary -Integrated

                                       20
<PAGE>
    (c)   Service disregarded for Vesting:

          [X]   (i)   Not Applicable.  All Service shall be considered.

          []    (ii)  Service prior to the Effective Date of this Plan or a
                      predecessor plan shall be disregarded when computing a
                      Participant's vested and nonforfeitable interest.

          []    (iii) Service prior to a Participant having attained age
                      18 shall be disregarded when computing a Participant's
                      vested and nonforfeitable interest.


13. SERVICE WITH PREDECESSOR ORGANIZATION

    For purposes of satisfying the Service requirements for eligibility, Hours
    of Service shall include Service with the following predecessor
    organization(s):
    (These hours will also be used for vesting purposes.)

              FIDATA, INC. 11/8/99


14. ROLLOVER/TRANSFER CONTRIBUTIONS

    (a)   Rollover Contributions, as described at paragraph 4.3 of the Basic
          Plan Document #04, [X] shall [] shall not be permitted. If permitted,
          Employees [X] may [] may not make Rollover Contributions prior to
          meeting the eligibility requirements for participation in the Plan.

    (b)   Transfer Contributions, as described at paragraph 4.4 of the Basic
          Plan Document #04 [X] shall [] shall not be permitted. If permitted,
          Employees [X] may [] may not make Transfer Contributions prior to
          meeting the eligibility requirements for participation in the Plan.

    NOTE: Even if available, the Employer may refuse to accept such
          contributions if its Plan meets the safe-harbor rules of paragraph 8.7
          of the Basic Plan Document #04.


15. HARDSHIP WITHDRAWALS

    Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
    Document #04, [X] are [] are not permitted.

16. PARTICIPANT LOANS

    Participant loans, as provided for in paragraph 13.5 of the Basic Plan
    Document #04, [X] are [] are not permitted. If permitted, repayments of
    principal and interest shall be repaid to [X] the Participant's segregated
    account or [] the general Fund.

                                       21
<PAGE>
17. INSURANCE POLICIES

    The insurance provisions of paragraph 13.6 of the Basic Plan Document #04 []
    shall [X] shall not be applicable.

18. EMPLOYER INVESTMENT DIRECTION

    The Employer investment direction provisions, as set forth in paragraph 13.7
    of the Basic Plan Document #04, [X] shall [] shall not be applicable.


19. EMPLOYEE INVESTMENT DIRECTION

    (a)   The Employee investment direction provisions, as set forth in
          paragraph 13.8 of the Basic Plan Document #04, [X] shall [] shall not
          be applicable.

          If applicable, Participants may direct their investments:

          [X]    (i)  among funds offered by the Trustee.

          [ ]   (ii)  among any allowable investments.

    (b)   Participants  may direct the following  kinds of  contributions  and
          the earnings thereon (check all applicable):

          [X]   (i)   All Contributions

          []    (ii)  Elective Deferrals

          []    (iii) Employee Voluntary Contributions (after-tax)

          []    (iv)  Employee Mandatory Contributions (after-tax)

          []    (v)   Employer Qualified Matching Contributions

          []    (vi)  Other Employer Matching Contributions

          []    (vii) Employer Qualified Non-Elective Contributions

          []   (viii) Employer Discretionary Contributions

          []    (ix)  Rollover Contributions

          []     (x)  Transfer Contributions

          []    (xi)  All of above which are checked, but only to the extent
                      that the Participant is vested in those contributions.

                                       22
<PAGE>
    NOTE: To the extent that Employee investment direction was previously
          allowed, the Trustee shall have the right to either make the assets
          part of the general Trust, or leave them as separately invested
          subject to the rights of paragraph 13.8.


20. EARLY PAYMENT OPTION

    (a)   A Participant who separates from Service prior to retirement, death or
          Disability [X] may [] may not make application to the Employer
          requesting an early payment of his or her vested account balance.

    (b)   A Participant who has attained age 59-1/2 and who has not separated
          from Service [X] may [] may not obtain a distribution of his or her
          vested Employer contributions. Distribution can only be made if the
          Participant is 100% vested.

    (c)   A Participant who has attained the Plan's Normal Retirement Age and
          who has not separated from Service [X] may [] may not receive a
          distribution of his or her vested account balance.

    NOTE:If the Participant has had the right to withdraw his or her account
         balance in the past, this right may not be taken away. Notwithstanding
         the above, to the contrary, required minimum distributions will be
         paid. For timing of distributions, see item 21(a) below.


21. DISTRIBUTION OPTIONS

    (a)   Timing of Distributions:

          In cases of termination for other than death, Disability or
          retirement, benefits shall be paid:

          []   (i)    As soon as administratively feasible, following the
                      close of the valuation period during which a distribution
                      is requested or is otherwise payable.

          []   (ii)   As soon as administratively feasible following the
                      close of the Plan Year during which a distribution is
                      requested or is otherwise payable.

          [X]  (iii)  As soon as administratively feasible, following the
                      date on which a distribution is requested or is otherwise
                      payable.

          []   (iv)   As soon as administratively feasible, after the close
                      of the Plan Year during which the Participant incurs
                      consecutive one-year Breaks in Service.

                                       23
<PAGE>
          []    (v)   Only after the Participant has achieved the Plan's
                      Normal Retirement Age, or Early Retirement Age, if
                      applicable.

          In cases of death, Disability or retirement, benefits shall be paid:

          []    (vi)  As soon as administratively feasible, following the close
                      of the valuation period during which a distribution is
                      requested or is otherwise payable.

          []    (vii) As soon as administratively feasible following the
                      close of the Plan Year during which a distribution is
                      requested or is otherwise payable.

          [X]  (viii) As soon as administratively feasible, following the
                      date on which a distribution is requested or is otherwise
                      payable.

    (b)   Optional Forms of Payment:

          [X]   (i)   Lump Sum.

          []    (ii)  Installment Payments.

          []    (iii) Life Annuity*.

          []    (iv)  Life Annuity  Term Certain*.
                      Life Annuity with payments guaranteed for years (not to
                      exceed 20 years, specify all applicable).

          []    (v)   Joint  and   [] 50%,   [] 66-2/3%,   [] 75%  or  [] 100%
                      survivor annuity* (specify all applicable).

          []    (vi)  Other form(s) specified: __________________________

          *Not available in Plan meeting  provisions of paragraph 8.7 of Basic
           Plan

    (c)   Recalculation of Life Expectancy:

          In determining required distributions under the Plan, Participants
          and/or their Spouse (Surviving Spouse) [X] shall [] shall not have the
          right to have their life expectancy recalculated annually.

          If "shall",

          []    only the Participant shall be recalculated.

          []    both the Participant and Spouse shall be recalculated.

          [X]   who is recalculated shall be determined by the Participant.

                                       24
<PAGE>
22. SPONSOR CONTACT

    Employers should direct questions concerning the language contained in and
    qualification of the Prototype to:

    Judy Gilby
    (Job Title)  Account Administrator
    (Phone Number)  210/220-4350

    In the event that the Sponsor amends, discontinues or abandons this
    Prototype Plan, notification will be provided to the Employer's address
    provided on the first page of this Agreement.

                                       25
<PAGE>
23. SIGNATURES:

    Due to the significant tax ramifications, the Sponsor recommends that before
    you execute this Adoption Agreement, you contact your attorney or tax
    advisor, if any.

    (a)   EMPLOYER:

          Name and address of Employer if different than specified in Section 1
          above.


          This agreement and the corresponding provisions of the Plan and
          Trust/Custodial Account Basic Plan Document #04 were adopted by the
          Employer the 23rd day of October, 2000.

          Signed for the Employer by:         David Tusa

          Title:                              Chief Financial Officer

          Signature:                          /S/ DAVID TUSA

          The Employer understands that its failure to properly complete the
          Adoption Agreement may result in disqualification of its Plan.

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

          This Adoption Agreement may only be used in conjunction with Basic
          Plan Document #04.

                                       26
<PAGE>
[X] (b)   TRUSTEE:

          Name of Trustee:

          Frost National Bank

          The assets of the Fund shall be invested in accordance with paragraph
          13.3 of the Basic Plan Document #04 as a Trust. As such, the
          Employer's Plan as contained herein was accepted by the Trustee the
          23rd day of October, 2000.

    Signed for the Trustee by:                       Judy Gilby

    Title:                                           Vice President

    Signature:                                       /S/ JUDY GILBY

[]  (c)   CUSTODIAN:

          Name of Custodian:


          The assets of the Fund shall be invested in accordance with paragraph
          13.4 of the Basic Plan Document #04 as a Custodial Account. As such,
          the Employer's Plan as contained herein was accepted by the Custodian
          the _________ day of _________, 19__.

    Signed for the Custodian by:

    Title:

    Signature:              _________________________  _______________________

    (d)   SPONSOR:

          The Employer's Agreement and the corresponding provisions of the Plan
          and Trust/Custodial Account Basic Plan Document #04 were accepted by
          the Sponsor the 23rd day of October, 2000.

    Signed for the Sponsor by:                       Judy Gilby

    Title:                                           Vice President

    Signature:                                       /S/ JUDY GILBY

                                       27
<PAGE>
                 PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN
                           AND TRUST/CUSTODIAL ACCOUNT


                                  SPONSORED BY

                             THE FROST NATIONAL BANK

                             BASIC PLAN DOCUMENT #04





                                                                   FEBRUARY 1993

                                       1
<PAGE>


COPYRIGHT 1993  MCKAY HOCHMAN CO., INC.

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


                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
PARAGRAPH                                                                         PAGE
---------                                                                         ----
<S>                                                                                <C>
                                        ARTICLE I
                                       DEFINITIONS

  1.1       Actual Deferral Percentage                                              1
  1.2       Adoption Agreement                                                      1
  1.3       Aggregate Limit                                                         1
  1.4       Annual Additions                                                        2
  1.5       Annuity Starting Date                                                   2
  1.6       Applicable Calendar Year                                                2
  1.7       Applicable Life Expectancy                                              2
  1.8       Average Contribution Percentage (ACP)                                   3
  1.9       Average Deferral Percentage (ADP)                                       3
  1.10      Break In Service                                                        3
  1.11      Code                                                                    3
  1.12      Compensation                                                            3
  1.13      Contribution Percentage                                                 5
  1.14      Custodian                                                               5
  1.15      Defined Benefit Plan                                                    5
  1.16      Defined Benefit (Plan) Fraction                                         5
  1.17      Defined Contribution Dollar Limitation                                  6
  1.18      Defined Contribution Plan                                               6
  1.19      Defined Contribution (Plan) Fraction                                    6
  1.20      Designated Beneficiary                                                  6
  1.21      Disability                                                              6
  1.22      Distribution Calendar Year                                              6
  1.23      Early Retirement Age                                                    6
  1.24      Earned Income                                                           7
  1.25      Effective Date                                                          7
  1.26      Election Period                                                         7
  1.27      Elective Deferral                                                       7
  1.28      Eligible Participant                                                    7
  1.29      Employee                                                                7
  1.30      Employer                                                                7
  1.31      Entry Date                                                              8
  1.32      Excess Aggregate Contributions                                          8
  1.33      Excess Amount                                                           8
  1.34      Excess Contribution                                                     8
  1.35      Excess Elective Deferrals                                               8
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                 <C>
  1.36      Family Member                                                           8
  1.37      First Distribution Calendar Year                                        8
  1.38      Fund                                                                    8
  1.39      Hardship                                                                8
  1.40      Highest Average Compensation                                            9
  1.41      Highly Compensated Employee                                             9
  1.42      Hour Of Service                                                         9
  1.43      Key Employee                                                            10
  1.44      Leased Employee                                                         10
  1.45      Limitation Year                                                         10
  1.47      Matching Contribution                                                   11
  1.48      Maximum Permissible Amount                                              11
  1.49      Net Profit                                                              11
  1.50      Normal Retirement Age                                                   11
  1.51      Owner-Employee                                                          11
  1.52      Paired Plans                                                            11
  1.53      Participant                                                             11
  1.54      Participant's Benefit                                                   11
  1.55      Permissive Aggregation Group                                            12
  1.56      Plan                                                                    12
  1.57      Plan Administrator                                                      12
  1.58      Plan Year                                                               12
  1.59      Present Value                                                           12
  1.60      Projected Annual Benefit                                                11
  1.61      Qualified Deferred Compensation Plan                                    11
  1.62      Qualified Domestic Relations Order                                      12
  1.63      Qualified Early Retirement Age                                          12
  1.64      Qualified Joint And Survivor Annuity                                    13
  1.65      Qualified Matching Contribution                                         13
  1.66      Qualified Non-Elective Contributions                                    13
  1.67      Qualified Voluntary Contribution                                        13
  1.68      Required Aggregation Group                                              13
  1.69      Required Beginning Date                                                 13
  1.70      Rollover Contribution                                                   13
  1.71      Salary Savings Agreement                                                14
  1.72      Self-Employed Individual                                                14
  1.73      Service                                                                 14
  1.74      Shareholder Employee                                                    14
  1.75      Simplified Employee Pension Plan                                        14
  1.76      Sponsor                                                                 14
  1.77      Spouse (Surviving Spouse)                                               14
  1.78      Super Top-Heavy Plan                                                    14
  1.79      Taxable Wage Base                                                       14
  1.80      Top-Heavy Determination Date                                            14
  1.81      Top-Heavy Plan                                                          14
  1.82      Top-Heavy Ratio                                                         15
  1.83      Top-Paid Group                                                          16
  1.84      Transfer Contribution                                                   16
  1.85      Trustee                                                                 16
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                 <C>
  1.86      Valuation Date                                                          16
  1.87      Vested Account Balance                                                  16
  1.88      Voluntary Contribution                                                  17
  1.89      Welfare Benefit Fund                                                    17
  1.90      Year Of Service                                                         17


                                        ARTICLE II
                                 ELIGIBILITY REQUIREMENTS

  2.1       Participation                                                           18
  2.2       Change In Classification Of Employment                                  18
  2.3       Computation Period                                                      18
  2.4       Employment Rights                                                       18
  2.5       Service With Controlled Groups                                          18
  2.6       Owner-Employees                                                         18
  2.7       Leased Employees                                                        19
  2.8       Thrift Plans                                                            19

                                       ARTICLE III
                                  EMPLOYER CONTRIBUTIONS
  3.1       Amount                                                                  20
  3.2       Expenses And Fees                                                       20
  3.3       Responsibility For Contributions                                        20
  3.4       Return Of Contributions                                                 20

                                        ARTICLE IV
                                  EMPLOYEE CONTRIBUTIONS

  4.1       Voluntary Contributions                                                 21
  4.2       Qualified Voluntary Contributions                                       21
  4.3       Rollover Contribution                                                   21
  4.4       Transfer Contribution                                                   22
  4.5       Employer Approval Of Transfer Contributions                             22
  4.6       Elective Deferrals                                                      22
  4.7       Required Voluntary Contributions                                        23
  4.8       Direct Rollover Of Benefits                                             23


                                        ARTICLE V
                                   PARTICIPANT ACCOUNTS

  5.1       Separate Accounts                                                       24
  5.2       Adjustments To Participant Accounts                                     24
  5.3       Allocating Employer Contributions                                       25
  5.4       Allocating Investment Earnings And Losses                               25
</TABLE>
                                       5
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                 <C>
  5.5       Participant Statements                                                  25

                                        ARTICLE VI
                          RETIREMENT BENEFITS AND DISTRIBUTIONS

  6.1       Normal Retirement Benefits                                              26
  6.2       Early Retirement Benefits                                               26
  6.3       Benefits On Termination Of Employment                                   26
  6.4       Restrictions On Immediate Distributions                                 27
  6.5       Normal Form Of Payment                                                  28
  6.6       Commencement Of Benefits                                                28
  6.7       Claims Procedures                                                       29
  6.8       In-Service Withdrawals                                                  29
  6.9       Hardship Withdrawal                                                     30

                                       ARTICLE VII
                                DISTRIBUTION REQUIREMENTS

  7.1       Joint And Survivor Annuity Requirements                                 32
  7.2       Minimum Distribution Requirements                                       32
  7.3       Limits On Distribution Periods                                          32
  7.4       Required Distributions On Or After The Required Beginning Date          32
  7.5       Required Beginning Date                                                 33
  7.6       Transitional Rule                                                       34
  7.7       Designation Of Beneficiary For Death Benefit                            35
  7.8       Nonexistence Of Beneficiary                                             35
  7.9       Distribution Beginning Before Death                                     35
  7.10      Distribution Beginning After Death                                      35
  7.11      Distribution Of Excess Elective Deferrals                               36
  7.12      Distributions Of Excess Contributions                                   37
  7.13      Distribution Of Excess Aggregate Contributions                          37

                                       ARTICLE VIII
                         JOINT AND SURVIVOR ANNUITY REQUIREMENTS

  8.1       Applicability Of Provisions                                             39
  8.2       Payment Of Qualified Joint And Survivor Annuity                         39
  8.3       Payment Of Qualified Pre-Retirement Survivor Annuity                    39
  8.4       Qualified Election                                                      39
  8.5       Notice Requirements For Qualified Joint And Survivor Annuity            40
  8.6       Notice Requirements For Qualified Pre- Retirement Survivor Annuity      40
  8.7       Special Safe-Harbor Exception For Certain Profit-Sharing Plans          40
  8.8       Transitional Joint And Survivor Annuity Rules                           44
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                 <C>
  8.9       Automatic Joint And Survivor Annuity And Early Survivor Annuity         42
  8.10      Annuity Contracts                                                       42


                                        ARTICLE IX
                                         VESTING

  9.1       Employee Contributions                                                  43
  9.2       Employer Contributions                                                  43
  9.3       Computation Period                                                      43
  9.4       Requalification Prior To Five Consecutive One-Year Breaks In Service    43
  9.5       Requalification After Five Consecutive   One-Year Breaks In Service     43
  9.6       Calculating Vested Interest                                             43
  9.7       Forfeitures                                                             44
  9.8       Amendment Of Vesting Schedule                                           44
  9.9       Service With Controlled Groups                                          44

                                        ARTICLE X
                              LIMITATIONS ON ALLOCATIONS AND
                                ANTIDISCRIMINATION TESTING

  10.1      Participation In This Plan Only                                         45
  10.2      Disposition Of Excess Annual Additions                                  45
  10.3      Participation In This Plan And Another Prototype Defined Contribution
              Plan, Welfare Benefit Fund, Or Other Medical Account
              Maintained By The Employer                                            46
  10.4      Disposition Of Excess Annual Additions Under Two Plans                  46
  10.5      Participation In This Plan And Another   Defined Contribution Plan
            Which Is Not   A Master Or Prototype Plan                               47
  10.6      Participation In This Plan And A Defined Benefit Plan                   47
  10.7      Average Deferral Percentage (ADP) Test                                  47
  10.8      Special Rules Relating To Application Of ADP Test                       48
  10.9      Recharacterization                                                      48
  10.10     Average Contribution Percentage (ACP) Test                              49
  10.11     Special Rules Relating To Application   Of ACP Test                     49


                                   ARTICLE XI
                                 ADMINISTRATION

  11.1      Plan Administrator                                                      51
  11.2      Trustee/Custodian                                                       51
  11.3      Administrative Fees And Expenses                                        52
  11.4      Division Of Duties And Indemnification                                  52
</TABLE>
                                       7
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                 <C>
                                       ARTICLE XII
                               TRUST FUND/CUSTODIAL ACCOUNT

  12.1      The Fund                                                                54
  12.2      Control Of Plan Assets                                                  54
  12.3      Exclusive Benefit Rules                                                 54
  12.4      Assignment And Alienation Of Benefits                                   54
  12.5      Determination Of Qualified Domestic Relations Order (QDRO)              54

                                  ARTICLE XIII
                                   INVESTMENTS

  13.1      Fiduciary Standards                                                     56
  13.2      Funding Arrangement                                                     56
  13.3      Investment Alternatives Of The Trustee                                  56
  13.4      Investment Alternatives Of The Custodian                                57
  13.5      Participant Loans                                                       57
  13.6      Insurance Policies                                                      59
  13.7      Employer Investment Direction                                           60
  13.8      Employee Investment Direction                                           60

                                   ARTICLE XIV
                              TOP-HEAVY PROVISIONS

  14.1      Applicability Of Rules                                                  62
  14.2      Minimum Contribution                                                    62
  14.3      Minimum Vesting                                                         62
  14.4      Limitations On Allocations                                              62


                                        ARTICLE XV
                                AMENDMENT AND TERMINATION

  15.1      Amendment By Sponsor                                                    63
  15.2      Amendment By Employer                                                   63
  15.3      Termination                                                             63
  15.4      Qualification Of Employer's Plan                                        63
  15.5      Mergers And Consolidations                                              63
  15.6      Resignation And Removal                                                 64
  15.7      Qualification Of Prototype                                              64


                                    ARTICLE XVI
                                   GOVERNING LAW                                    65

</TABLE>
                                       8
<PAGE>
  PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND TRUST/CUSTODIAL ACCOUNT

                                 SPONSORED BY

                           THE FROST NATIONAL BANK

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

                                  ARTICLE I

                                 DEFINITIONS

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

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

      (b)   the Participant's Compensation for such Plan Year.

Compensation will only include amounts for the period during which the Employee
was eligible to participate.

Employer contributions on behalf of any Participant shall include:

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

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

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

1.2 ADOPTION AGREEMENT The document attached to this Plan by which an Employer
elects to establish a qualified retirement plan and trust/custodial account
under the terms of this Prototype Plan and Trust/Custodial Account.

1.3 AGGREGATE LIMIT The sum of:

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

                                       1
<PAGE>
      (b)   the  lesser of 200% or two  percent  plus the lesser of such
            ADP or ACP.

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

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

      (a)   Employer Contributions,

      (b)   Employee Contributions (under Article IV),

      (c)   forfeitures,

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

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

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

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

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

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

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

                                       2
<PAGE>
1.9 AVERAGE DEFERRAL PERCENTAGE (ADP) The average of the Actual Deferral
Percentages for each Highly Compensated Employee and for each non-Highly
Compensated Employee.

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

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

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

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

      (b)   Code  Section 6041 and 6051 Wages.  Compensation  is defined
            as wages as defined in Code  Section  3401(a)  and all other
            payments of  compensation to an Employee by the Employer (in
            the course of the  Employer's  trade or business)  for which
            the  Employer is required to furnish the  employee a written
            statement   under  Code  Section   6041(d)  and  6051(a)(3).
            Compensation must be determined  without regard to any rules
            under  Code  Section  3401(a)  that  limit the  remuneration
            included  in wages  based on the nature or  location  of the
            employment or the services  performed [such as the exception
            for agricultural labor in  Code Section 3401(a)(2)].

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

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

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

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

                                       3
<PAGE>
            4.    other amounts which received special tax benefits, or
                  contributions made by the Employer (whether or not under a
                  salary reduction agreement) towards the purchase of an annuity
                  contract described in Code Section 403(b) (whether or not the
                  contributions are actually excludible from the gross income of
                  the Employee).

For purposes of applying the limitations of Article X and Top-Heavy Minimums,
the definition of Compensation shall be Code Section 415 Compensation described
in this paragraph 1.12(c). Also, for purposes of applying the limitations of
Article X, Compensation for a Limitation Year is the Compensation actually paid
or made available during such Limitation Year. Notwithstanding the preceding
sentence, Compensation for a Participant in a defined contribution plan who is
permanently and totally disabled [as defined in Code Section 22(e)(3)] is the
Compensation such Participant would have received for the Limitation Year if the
Participant had been paid at the rate of Compensation paid immediately before
becoming permanently and totally disabled. Such imputed Compensation for the
disabled Participant may be taken into account only if the participant is not a
Highly Compensated Employee [as defined in Code Section 414(q)] and
contributions made on behalf of such Participant are nonforfeitable when made.

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

Beginning with 1989 Plan Years, the annual Compensation of each Participant
which may be taken into account for determining all benefits provided under the
Plan (including benefits under Article XIV) for any year shall not exceed
$200,000, as adjusted under Code Section 415(d). In determining the Compensation
of a Participant for purposes of this limitation, the rules of Code Section
414(q)(6) shall apply, except in applying such rules, the term "family" shall
include only the Spouse of the Participant and any lineal descendants of the
Participant who have not attained age 19 before the end of the Plan year. If, as
a result of the application of such rules the adjusted $200,000 limitation is
exceeded, then (except for purposes of determining the portion of Compensation
up to the integration level if this Plan provides for permitted disparity), the
limitation shall be prorated among the affected individuals in proportion to
each such individual's Compensation as determined under this section prior to
the application of this limitation.

If a Plan has a Plan Year that contains fewer than 12 calendar months, then the
annual Compensation limit for that period is an amount equal to the $200,000 as
adjusted for the calendar year in which the Compensation period begins,
multiplied by a fraction the numerator of which is the number of full months in
the Short Plan Year and the denominator of which is 12. If Compensation for any
prior Plan Year is taken into account in determining an Employee's contributions
or benefits for the current year, the Compensation for such prior year is
subject to the applicable annual Compensation limit in effect for that prior
year. For this purpose, for years beginning before January 1, 1990, the
applicable annual Compensation limit is $200,000.

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

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

                                       4
<PAGE>
      (a)   the Participant's Contribution Percentage Amounts [as defined at
            (c)-(f)] for the Plan Year, to

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

Contribution Percentage Amounts on behalf of any Participant shall include:

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

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

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

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

Contribution Percentage Amounts shall not include Matching Contributions,
whether or not Qualified, that are forfeited either to correct Excess Aggregate
Contributions, or because the contributions to which they relate are Excess
Deferrals, Excess Contributions, or Excess Aggregate Contributions.

1.14 CUSTODIAN The Sponsor of this Prototype, or, if applicable, an affiliate or
successor, shall serve as Custodian if a Custodian is appointed in the Adoption
Agreement.

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

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

Notwithstanding the above, if the Participant was a Participant as of the first
day of the first Limitation Year beginning after 1986, in one or more Defined
Benefit Plans maintained by the Employer which were in existence on May 6, 1986,
the denominator of this fraction will not be less than 125 percent of the sum of
the annual benefits under such plans which the Participant had accrued as of the
close of the last Limitation Year beginning before 1987, disregarding any
changes in the terms and conditions of the plan after May 5, 1986. The preceding
sentence applies only if the Defined Benefit Plans individually and in the
aggregate satisfied the requirements of Section 415 for all Limitation Years
beginning before 1987.

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

                                       5
<PAGE>
1.18 DEFINED CONTRIBUTION PLAN A Plan under which individual accounts are
maintained for each Participant to which all contributions, forfeitures,
investment income and gains or losses, and expenses are credited or deducted. A
Participant's benefit under such Plan is based solely on the fair market value
of his or her account balance.

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

If the Employee was a Participant as of the end of the first day of the first
Limitation Year beginning after 1986, in one or more Defined Contribution Plans
maintained by the Employer which were in existence on May 6, 1986, the numerator
of this fraction will be adjusted if the sum of this fraction and the Defined
Benefit Fraction would otherwise exceed 1.0 under the terms of this Plan. Under
the adjustment, an amount equal to the product of (1) the excess of the sum of
the fractions over 1.0 times (2) the denominator of this fraction will be
permanently subtracted from the numerator of this fraction. The adjustment is
calculated using the fractions as they would be computed as of the end of the
last Limitation Year beginning before 1987, and disregarding any changes in the
terms and conditions of the Plan made after May 6, 1986, but using the Section
415 limitation applicable to the first Limitation Year beginning on or after
January 1, 1987. The Annual Addition for any Limitation Year beginning before
1987, shall not be re-computed to treat all Employee Contributions as Annual
Additions.

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

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

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

1.23 EARLY RETIREMENT AGE The age set by the Employer in the Adoption Agreement
(but not less than 55), which is the earliest age at which a Participant may
retire and receive his or her benefits under the Plan. 1.24 EARNED INCOME Net
earnings from self-employment in the trade or business with respect to which the
Plan is established, determined without regard to items not included in gross
income and the deductions allocable to such items, provided that personal
services of the individual are a material income-producing factor. Earned income
shall be reduced by contributions made by an Employer to a qualified plan to the
extent deductible under Code Section 404. For tax years beginning after 1989,
net earnings shall be determined taking into account the deduction for one-half
of self-employment taxes allowed to the Employer under Code Section 164(f) to
the extent deductible.

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

                                       6
<PAGE>
1.26 ELECTION PERIOD The period which begins on the first day of the Plan Year
in which the Participant attains age 35 and ends on the date of the
Participant's death. If a Participant separates from service prior to the first
day of the Plan Year in which age 35 is attained, the Election Period shall
begin on the date of separation, with respect to the account balance as of the
date of separation.

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

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

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

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

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

1.32 EXCESS AGGREGATE CONTRIBUTIONS The excess, with respect to any Plan Year,
     of:

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

                                       7
<PAGE>
      (b)   The maximum Contribution Percentage Amounts permitted by the ACP
            test (determined by reducing contributions made on behalf of Highly
            Compensated Employees in order of their Contribution Percentages
            beginning with the highest of such percentages).

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       8
<PAGE>
      (b)   received Compensation from the Employer in excess of $50,000 [as
            adjusted pursuant to Code Section 415(d)] and was a member of the
            Top-Paid Group for such year; or

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

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

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

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

1.42  HOUR OF SERVICE

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

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

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

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

                                       9
<PAGE>
      (e)   Solely for purposes of determining whether a Break in Service, as
            defined in paragraph 1.10, for participation and vesting purposes
            has occurred in a computation period, an individual who is absent
            from work for maternity or paternity reasons shall receive credit
            for the Hours of Service which would otherwise have been credited to
            such individual but for such absence, or in any case in which such
            hours cannot be determined, 8 Hours of Service per day of such
            absence. For purposes of this paragraph, an absence from work for
            maternity or paternity reasons means an absence by reason of the
            pregnancy of the individual, by reason of a birth of a child of the
            individual, by reason of the placement of a child with the
            individual in connection with the adoption of such child by such
            individual, or for purposes of caring for such child for a period
            beginning immediately following such birth or placement. The Hours
            of Service credited under this paragraph shall be credited in the
            computation period in which the absence begins if the crediting is
            necessary to prevent a Break in Service in that period, or in all
            other cases, in the following computation period. No more than 501
            hours will be credited under this paragraph.

      (f)   Hours of Service shall be determined on the basis of the method
            selected in the Adoption Agreement.

1.43 KEY EMPLOYEE Any Employee or former Employee (and the beneficiaries of such
employee) who at any time during the determination period was an officer of the
Employer if such individual's annual compensation exceeds 50% of the dollar
limitation under Code Section 415(b)(1)(A) (the defined benefit maximum annual
benefit), an owner (or considered an owner under Code Section 318) of one of the
ten largest interests in the employer if such individual's compensation exceeds
100% of the dollar limitation under Code Section 415(c)(1)(A), a 5% owner of the
Employer, or a 1% owner of the Employer who has an annual compensation of more
than $150,000. For purposes of determining who is a Key Employee, annual
compensation shall mean Compensation as defined for Article X, but including
amounts deferred through a salary reduction agreement to a cash or deferred plan
under Code Section 401(k), a Simplified Employee Pension Plan under Code Section
408(k), a cafeteria plan under Code Section 125 or a tax-deferred annuity under
Code Section 403(b). The determination period is the Plan Year containing the
Determination Date and the four preceding Plan Years. The determination of who
is a Key Employee will be made in accordance with Code Section 416(i)(1) and the
regulations thereunder.

1.44 LEASED EMPLOYEE Any person (other than an Employee of the recipient) who,
pursuant to an agreement between the recipient and any other person ("leasing
organization"), has performed services for the recipient [or for the recipient
and related persons determined in accordance with Code Section 414(n)(6)] on a
substantially full-time basis for a period of at least one year, and such
services are of a type historically performed by Employees in the business field
of the recipient Employer.

1.45 LIMITATION YEAR The calendar year or such other 12-consecutive month period
designated by the Employer in the Adoption Agreement for purposes of determining
the maximum Annual Addition to a Participant's account. All qualified plans
maintained by the Employer must use the same Limitation Year. If the Limitation
Year is amended to a different 12-consecutive month period, the new Limitation
Year must begin on a date within the Limitation Year in which the amendment is
made.

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

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

                                       10
<PAGE>
1.48 MAXIMUM PERMISSIBLE AMOUNT The maximum Annual Addition that may be
contributed or allocated to a Participant's account under the plan for any
Limitation Year shall not exceed the lesser of:

      (a)   the Defined Contribution Dollar Limitation, or

      (b)   25% of the Participant's Compensation for the Limitation Year.

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

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

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

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

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

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

1.54 PARTICIPANT'S BENEFIT The account balance as of the last Valuation Date in
the calendar year immediately preceding the Distribution Calendar Year
(valuation calendar year) increased by the amount of any contributions or
forfeitures allocated to the account balance as of the dates in the valuation
calendar year after the Valuation Date and decreased by distributions made in
the valuation calendar year after the Valuation Date. A special exception exists
for the second distribution Calendar Year. For purposes of this paragraph, if
any portion of the minimum distribution for the First Distribution Calendar Year
is made in the second Distribution Calendar Year on or before the Required
Beginning Date, the amount of the minimum distribution made in the second
distribution calendar year shall be treated as if it had been made in the
immediately preceding Distribution Calendar Year.

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

1.56 PLAN The Employer's retirement plan as embodied herein and in the Adoption
Agreement.

1.57 PLAN ADMINISTRATOR The Employer.

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

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

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

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

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

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

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

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

1.63 QUALIFIED EARLY RETIREMENT AGE For purposes of paragraph 8.9, Qualified
Early Retirement Age is the latest of:

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

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

      (c)   the date the Participant begins participation.

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

                                       12
<PAGE>
1.65 QUALIFIED MATCHING CONTRIBUTION Matching Contributions which when made are
subject to the distribution and nonforfeitability requirements under Code
Section 401(k).

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       13
<PAGE>
1.72 SELF-EMPLOYED INDIVIDUAL An individual who has Earned Income for the
taxable year from the trade or business for which the Plan is established
including an individual who would have had Earned Income but for the fact that
the trade or business had no Net Profit for the taxable year.

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

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

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

1.76 SPONSOR THE FROST NATIONAL BANK, or any successor(s) or assign(s).

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

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

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

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

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

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

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

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

1.82  TOP-HEAVY RATIO

                                       14
<PAGE>
      (a)   If the Employer maintains one or more Defined Contribution plans
            (including any Simplified Employee Pension Plan) and the Employer
            has not maintained any Defined Benefit Plan which during the 5-year
            period ending on the Determination Date(s) has or has had accrued
            benefits, the Top-Heavy Ratio for this Plan alone, or for the
            Required or Permissive Aggregation Group as appropriate, is a
            fraction,

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

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

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

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

      (c)   For purposes of (a) and (b) above, the value of account balances and
            the Present Value of accrued benefits will be determined as of the
            most recent Valuation Date that falls within or ends with the
            12-month period ending on the Determination Date, except as provided
            in Code Section 416 and the regulations thereunder for the first and
            second plan years of a Defined Benefit Plan. The account balances
            and accrued benefits of a participant (1) who is not a Key Employee
            but who was a Key Employee in a prior year, or (2) who has not been
            credited with at least one hour of service with any Employer
            maintaining the Plan at any time during the 5-year period ending on
            the Determination Date, will be disregarded. The calculation of the
            Top-Heavy Ratio, and the extent to which distributions, rollovers,
            and transfers are taken into account will be made in accordance with
            Code Section 416 and the regulations thereunder. Qualified Voluntary
            Employee Contributions will not be taken into account for purposes
            of computing the Top-Heavy Ratio. When aggregating plans the value
            of account balances and accrued benefits will be calculated with
            reference to the Determination Dates that fall within the same
            calendar year. The accrued benefit of a

                                       15
<PAGE>
            Participant other than a Key Employee shall be determined under (1)
            the method, if any, that uniformly applies for accrual purposes
            under all Defined Benefit Plans maintained by the Employer, or (2)
            if there is no such method, as if such benefit accrued not more
            rapidly than the slowest accrual rate permitted under the fractional
            rule of Code Section 411(b)(1)(C).

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

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

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

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

      (d)   Employees who have not attained age 21.

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

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

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

1.85 TRUSTEE The Sponsor of this Prototype Plan shall serve as Trustee.

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

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

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

1.89 WELFARE BENEFIT FUND Any fund that is part of a plan of the Employer, or
has the effect of a plan, through which the Employer provides welfare benefits
to Employees or their beneficiaries. For these purposes, Welfare Benefits means
any benefit other than those with respect to which Code Section 83(h) (relating
to transfers of property in connection with the performance of services), Code
Section 404 (relating to deductions for contributions to an Employee's trust or
annuity and Compensation under a deferred payment plan), Code Section 404A
(relating to

                                       16
<PAGE>
certain foreign deferred compensation plans) apply. A "Fund" is any social club,
voluntary employee benefit association, supplemental unemployment benefit trust
or qualified group legal service organization described in Code Section
501(c)(7), (9), (17) or (20); any trust, corporation, or other organization not
exempt from income tax, or to the extent provided in regulations, any account
held for an Employer by any person.

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

                                       17
<PAGE>
                                  ARTICLE II

                           ELIGIBILITY REQUIREMENTS

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

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

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

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

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

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

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

If an individual is covered as an Owner-Employee under the plans of two or more
trades or businesses which are not controlled, and the individual controls a
trade or business, then the contributions or benefits of the Employees under

                                       18
<PAGE>
the plan of the trades or businesses which are controlled must be as favorable
as those provided for him or her under the most favorable plan of the trade or
business which is not controlled.

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

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

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

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

2.7 LEASED EMPLOYEES Any Leased Employee shall be treated as an Employee of the
recipient Employer; however, contributions or benefits provided by the leasing
organization which are attributable to services performed for the recipient
Employer shall be treated as provided by the recipient Employer. A Leased
Employee shall not be considered an Employee of the recipient if such Employee
is covered by a money purchase pension plan providing:

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

      (b)   immediate participation, and

      (c)   full and immediate vesting.

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

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

                                       19
<PAGE>
                                 ARTICLE III

                            EMPLOYER CONTRIBUTIONS


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

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

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

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

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

      (b)   In the event that the Commissioner of Internal Revenue determines
            that the Plan is not initially qualified under the Internal Revenue
            Code, any contribution made incident to that initial qualification
            by the Employer must be returned to the Employer within one year
            after the date the initial qualification is denied, but only if the
            application for the qualification is made by the time prescribed by
            law for filing the Employer's return for the taxable year in which
            the Plan is adopted, or such later date as the Secretary of the
            Treasury may prescribe.

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

                                       20
<PAGE>
                                  ARTICLE IV

                            EMPLOYEE CONTRIBUTIONS


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

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

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

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

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

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

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

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

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

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

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

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

                                       21
<PAGE>
            (2)   in one or more distributions which constitute a qualified lump
                  sum distribution within the meaning of Code Section
                  402(e)(4)(A), determined without reference to subparagraphs
                  (B) and (H).

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

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

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

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

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

                                       22
<PAGE>
4.7 REQUIRED VOLUNTARY CONTRIBUTIONS If the Employer makes a thrift election in
the Adoption Agreement, each eligible Participant shall be required to make
Voluntary Contributions to the Plan for credit to his or her account as provided
in the Adoption Agreement. Such Voluntary Contributions shall be withheld from
the Employee's Compensation and shall be transmitted by the Employer to the
Trustee/Custodian as agreed between the Employer and Trustee/Custodian. A
Participant may discontinue participation or change his or her Voluntary
Contribution percentage by so advising the Employer at least 10 days prior to
the date on which such discontinuance or change is to be effective. If a
Participant discontinues his or her Voluntary Contributions, such Participant
may not again authorize Voluntary Contributions for a period of one year from
the date of discontinuance. A Participant may voluntarily change his or her
Voluntary Contribution percentage once during any Plan Year and may also agree
to have a reduction in his or her contribution, if required to satisfy the
requirements of the ACP test.

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

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

                                       23
<PAGE>
                                  ARTICLE V

                             PARTICIPANT ACCOUNTS

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

      (a)   Employer contributions.

            (1)   Matching Contributions.

            (2)   Qualified Matching Contributions.

            (3)   Qualified Non-Elective Contributions.

            (4)   Discretionary Contributions.

            (5)   Elective Deferrals.

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

      (c)   Qualified Voluntary Contributions (if the Plan previously accepted
            these).

      (d)   Rollover Contributions and Transfer Contributions.

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

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

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

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

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

The Employer shall deduct from each account:

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

                                       24
<PAGE>
      (f)   the Participant's proportionate share of any decrease in the fair
            market value of the Fund since the last Valuation Date, as
            determined at paragraph 5.4.

5.3 ALLOCATING EMPLOYER CONTRIBUTIONS The Employer's contribution shall be
allocated to Participants in accordance with the allocation formula selected by
the Employer in the Adoption Agreement, and the minimum contribution and
allocation requirements for Top-Heavy Plans. Beginning with the 1990 Plan Year
and thereafter, for plans on Standardized Adoption Agreement 001, Participants
who are credited with more than 500 Hours of Service or are employed on the last
day of the Plan Year must receive a full allocation of Employer contributions.
In Nonstandardized Adoption Agreement 002, Employer contributions shall be
allocated to the accounts of Participants employed by the Employer on the last
day of the Plan Year unless indicated otherwise in the Adoption Agreement. In
the case of a non-Top-Heavy, Nonstandardized Plan, Participants must also have
completed a Year of Service unless otherwise specified in the Adoption
Agreement. For Nonstandardized Adoption Agreement 002, the Employer may only
apply the last day of the Plan Year and Year of Service requirements if the Plan
satisfies the requirements of Code Sections 401(a)(26) and 410(b) and the
regulations thereunder including the exception for 401(k) plans. If, when
applying the last day and Year of Service requirements, the Plan fails to
satisfy the aforementioned requirements, additional Participants will be
eligible to receive an allocation of Employer Contributions until the
requirements are satisfied. Participants who are credited with a Year of
Service, but not employed at Plan Year end, are the first category of additional
Participants eligible to receive an allocation. If the requirements are still
not satisfied, Participants credited with more than 500 Hours of Service and
employed at Plan Year end are the next category of Participants eligible to
receive an allocation. Finally, if necessary to satisfy the said requirements,
any Participant credited with more than 500 Hours of Service will be eligible
for an allocation of Employer Contributions. The Service requirement is not
applicable with respect to any Plan Year during which the Employer's Plan is
Top-Heavy.

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

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

                                       25
<PAGE>
                                  ARTICLE VI

                    RETIREMENT BENEFITS AND DISTRIBUTIONS

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

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

6.3 BENEFITS ON TERMINATION OF EMPLOYMENT

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

      (b)   If a Participant terminates employment, and the value of that
            Participant's Vested Account Balance derived from Employer and
            Employee contributions is not greater than $3,500, the Participant
            may receive a lump sum distribution of the value of the entire
            vested portion of such account balance and the non-vested portion
            will be treated as a forfeiture. The Employer shall continue to
            follow their consistent policy, as may be established, regarding
            immediate cash-outs of Vested Account Balances of $3,500 or less.
            For purposes of this Article, if the value of a Participant's Vested
            Account Balance is zero, the Participant shall be deemed to have
            received a distribution of such Vested Account Balance immediately
            following termination. Likewise, if the Participant is reemployed
            prior to incurring 5 consecutive 1-year Breaks in Service they will
            be deemed to have immediately repaid such distribution. For Plan
            Years beginning prior to 1989, a Participant's Vested Account
            Balance shall not include Qualified Voluntary Contributions.
            Notwithstanding the above, if the Employer maintains or has
            maintained a policy of not distributing any amounts until the
            Participant's Normal Retirement Age, the Employer can continue to
            uniformly apply such policy.

      (c)   If a Participant terminates employment with a Vested Account Balance
            derived from Employer and Employee contributions in excess of
            $3,500, and elects (with his or her Spouse's consent, if required)
            to receive 100% of the value of his or her Vested Account Balance in
            a lump sum, the non-vested portion will be treated as a forfeiture.
            The Participant (and his or her Spouse, if required) must consent to
            any distribution, when the Vested Account Balance described above
            exceeds $3,500 or if at the time of any prior

                                       26
<PAGE>
            distribution it exceeded $3,500. For purposes of this paragraph, for
            Plan Years beginning prior to 1989, a Participant's Vested Account
            Balance shall not include Qualified Voluntary Contributions.

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

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

      (f)   A Participant shall also have the option, to postpone payment of his
            or her Plan benefits until the first day of April following the
            calendar year in which he or she attains age 70-1/2. Any balance of
            a Participant's account resulting from his or her Employee
            contributions not previously withdrawn, if any, may be withdrawn by
            the Participant immediately following separation from Service.

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

6.4   RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

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

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

                                       27
<PAGE>
      (c)   Notwithstanding the foregoing, only the Participant need consent to
            the commencement of a distribution in the form of a qualified Joint
            and Survivor Annuity while the account balance is immediately
            distributable. Furthermore, if payment in the form of a Qualified
            Joint and Survivor Annuity is not required with respect to the
            Participant pursuant to paragraph 8.7 of the Plan, only the
            Participant need consent to the distribution of an account balance
            that is immediately distributable. Neither the consent of the
            Participant nor the Participant's Spouse shall be required to the
            extent that a distribution is required to satisfy Code Section
            401(a)(9) or Code Section 415. In addition, upon termination of this
            Plan if the Plan does not offer an annuity option (purchased from a
            commercial provider), the Participant's account balance may, without
            the Participant's consent, be distributed to the Participant or
            transferred to another Defined Contribution Plan [other than an
            employee stock ownership plan as defined in Code Section 4975(e)(7)]
            within the same controlled group.

      (d)   For purposes of determining the applicability of the foregoing
            consent requirements to distributions made before the first day of
            the first Plan Year beginning after 1988, the Participant's Vested
            Account Balance shall not include amounts attributable to Qualified
            Voluntary Contributions.

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

6.6 COMMENCEMENT OF BENEFITS

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

            (1)   the Participant attains age 65 (or normal retirement age if
                  earlier),

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

            (3)   the Participant terminates Service with the Employer.

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

6.7 CLAIMS PROCEDURES Upon retirement, death, or other severance of employment,
the Participant or his or her representative may make application to the
Employer requesting payment of benefits due and the manner of

                                       28
<PAGE>
payment. If no application for benefits is made, the Employer shall
automatically pay any vested benefit due hereunder in the normal form at the
time prescribed at paragraph 6.4. If an application for benefits is made, the
Employer shall accept, reject, or modify such request and shall notify the
Participant in writing setting forth the response of the Employer and in the
case of a denial or modification the Employer shall:

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

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

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

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

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

6.8 IN-SERVICE WITHDRAWALS An Employee may withdraw all or any part of the fair
market value of his or her Mandatory Contributions, Voluntary Contributions,
Qualified Voluntary Contributions or Rollover Contributions, upon written
request to the Employer. Transfer Contributions, which originate from a Plan
meeting the safe-harbor provisions of paragraph 8.7, may also be withdrawn by an
Employee upon written request to the Employer. Transfer Contributions not
meeting the safe-harbor provisions may only be withdrawn upon retirement, death,
Disability, termination or termination of the Plan, and will be subject to
Spousal consent requirements contained in Code Sections 411(a)(11) and 417. No
such withdrawals are permitted from a money purchase plan until the participant
reaches Normal Retirement Age. Such request shall include the Participant's
address, social security number, birthdate, and amount of the withdrawal. If at
the time a distribution of Qualified Voluntary Contributions is received the
Participant has not attained age 59-1/2 and is not disabled, as defined at Code
Section 22(e)(3), the Participant will be subject to a federal income tax
penalty, unless the distribution is rolled over to a qualified plan or
individual retirement plan within 60 days of the date of distribution. A
Participant may withdraw all or any part of the fair market value of his or her
pre-1987 Voluntary Contributions with or without withdrawing the earnings
attributable thereto. Post-1986 Voluntary Contributions may only be withdrawn
along with a portion of the earnings thereon. The amount of the earnings to be
withdrawn is determined by using the formula: DA[1-(V , V + E)], where DA is
The distribution amount, V is the amount of Voluntary Contributions and V + E is
the amount of Voluntary Contributions plus the earnings attributable thereto. A
Participant withdrawing his or her other contributions prior to attaining age
59-1/2, will be subject to a federal tax penalty to the extent that the
withdrawn amounts are includible in income. Unless the Employer provides
otherwise in the Adoption Agreement, any Participant in a profit-sharing plan
who is 100% fully vested in his or her Employer contributions may withdraw all
or any part of the fair market value of any of such contributions that have been
in the account at least two years, plus the investment earnings thereon, after
attaining age 59-1/2 without separation from Service. Such distributions shall
not be eligible for redeposit to the Fund. A withdrawal under this paragraph
shall not prohibit such Participant from sharing in any future Employer
Contribution he or she would otherwise be eligible to share in. A request to
withdraw amounts pursuant to this paragraph must if applicable, be consented to
by the Participant's Spouse. The consent shall comply with the requirements of
paragraph 6.4 relating to immediate distributions.

                                       29
<PAGE>
Elective Deferrals, Qualified Non-elective Contributions, and Qualified Matching
Contributions, and income allocable to each are not distributable to a
Participant or his or her Beneficiary or Beneficiaries, in accordance with such
Participant's or Beneficiary's or Beneficiaries' election, earlier than upon
separation from Service, death, or Disability. Such amounts may also be
distributed upon:

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

      (b)   The disposition by a corporation to an unrelated corporation of
            substantially all of the assets [within the meaning of Code Section
            409(d)(2)] used in a trade or business of such corporation if such
            corporation continues to maintain this Plan after the disposition,
            but only with respect to Employees who continue employment with the
            corporation acquiring such assets.

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

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

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

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

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

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

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

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

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

                                       30
<PAGE>
Furthermore, the following conditions must be met in order for a withdrawal to
be authorized:

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

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

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

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

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

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

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

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

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

                                       31
<PAGE>
                                 ARTICLE VII

                          DISTRIBUTION REQUIREMENTS

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

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

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

      (a)   the life of the Participant,

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

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

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

7.4 REQUIRED DISTRIBUTIONS ON OR AFTER THE REQUIRED BEGINNING DATE

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

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

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

                                       32
<PAGE>
      (d)   The minimum distribution required for the Participant's First
            Distribution Calendar Year must be made on or before the
            Participant's Required Beginning Date. The minimum distribution for
            other calendar years, including the minimum distribution for the
            Distribution Calendar Year in which the Participant's Required
            Beginning Date occurs, must be made on or before December 31 of that
            Distribution Calendar Year.

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

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

      (g)   For purposes of subparagraph 7.4(f), if any portion of the minimum
            distribution for the First Distribution Calendar Year is made in the
            second Distribution Calendar Year on or before the Required
            Beginning Date, the amount of the minimum distribution made in the
            second Distribution Calendar Year shall be treated as if it had been
            made in the immediately preceding Distribution Calendar Year.

7.5   REQUIRED BEGINNING DATE

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

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

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

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

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

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

                                       33
<PAGE>
      (c)   A Participant is treated as a 5-percent owner for purposes of this
            Paragraph if such Participant is a 5-percent owner as defined in
            Code Section 416(i) (determined in accordance with Code Section 416
            but without regard to whether the Plan is Top-Heavy) at any time
            during the Plan Year ending with or within the calendar year in
            which such Owner attains age 66-1/2 or any subsequent Plan Year.

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

7.6   TRANSITIONAL RULE

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

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

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

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

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

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

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

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

      (d)   If a designation is revoked, any subsequent distribution must
            satisfy the requirements of Code Section 401(a)(9) and the
            regulations thereunder. If a designation is revoked subsequent to
            the date distributions are required to begin, the Trust must
            distribute by the end of the calendar year following the calendar
            year in which the revocation occurs the

                                       34
<PAGE>
            total amount not yet distributed which would have been required to
            have been distributed to satisfy Code Section 401(a)(9) and the
            regulations thereunder, but for the section 242(b)(2) election of
            the Tax Equity and Fiscal Responsibility Act of 1982. For calendar
            years beginning after 1988, such distributions must meet the minimum
            distribution incidental benefit requirements in section
            1.401(a)(9)-2 of the Income Tax Regulations. Any changes in the
            designation will be considered to be a revocation of the
            designation. However, the mere substitution or addition of another
            beneficiary (one not named in the designation) under the designation
            will not be considered to be a revocation of the designation, so
            long as such substitution or addition does not alter the period over
            which distributions are to be made under the designation, directly
            or indirectly (for example, by altering the relevant measuring
            life). In the case in which an amount is transferred or rolled over
            from one plan to another plan, the rules in Q&A J-2 and Q&A J-3 of
            the regulations shall apply.

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

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

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

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

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

      (b)   If the Designated Beneficiary is the Participant's surviving Spouse,
            the date distributions are required to begin in accordance with (a)
            above shall not be earlier than the later of (1) December 31 of the
            calendar year immediately following the calendar year in which the
            participant died or (2) December 31 of the calendar year in which
            the Participant would have attained age 70-1/2.

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

                                       35
<PAGE>
Designated Beneficiary, or if the Designated Beneficiary does not elect a method
of distribution, then distribution of the Participant's entire interest must be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participant's death.

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

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

7.11  DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

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

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

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

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

7.12  DISTRIBUTIONS OF EXCESS CONTRIBUTIONS

                                       36
<PAGE>
      (a)   Notwithstanding any other provision of this Plan, Excess
            Contributions, plus any income and minus any loss allocable thereto,
            shall be distributed no later than the last day of each Plan Year to
            Participants to whose accounts such Excess Contributions were
            allocated for the preceding Plan Year. If such excess amounts are
            distributed more than 2-1/2 months after the last day of the Plan
            Year in which such excess amounts arose, a ten (10) percent excise
            tax will be imposed on the Employer maintaining the Plan with
            respect to such amounts. Such distributions shall be made to Highly
            Compensated Employees on the basis of the respective portions of the
            Excess Contributions attributable to each of such Employees. Excess
            Contributions of Participants who are subject to the Family Member
            aggregation rules of Code Section 414(q)(6) shall be allocated among
            the Family Members in proportion to the Elective Deferrals (and
            amounts treated as Elective Deferrals) of each Family Member that is
            combined to determine the Average Deferral Percentage.

      (b)   Excess Contributions (including the amounts recharacterized) shall
            be treated as Annual Additions under the Plan.

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

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

7.13  DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

      (a)   Notwithstanding any other provision of this Plan, Excess Aggregate
            Contributions, plus any income and minus any loss allocable thereto,
            shall be forfeited, if forfeitable, or if not forfeitable,
            distributed no later than the last day of each Plan Year to
            Participants to whose accounts such Excess Aggregate Contributions
            were allocated for the preceding Plan Year. Excess Aggregate
            Contributions shall be allocated to Participants who are subject to
            the Family Member aggregation rules of Code Section 414(q)(6) in the
            manner prescribed by the regulations. If such Excess Aggregate
            Contributions are distributed more than 2-1/2 months after the last
            day of the Plan Year in which such excess amounts arose, a ten (10)
            percent excise tax will be imposed on the Employer maintaining the
            Plan with respect to those amounts. Excess Aggregate Contributions
            shall be treated as Annual Additions under the plan.

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

                                       37
<PAGE>
      (c)   Forfeitures of Excess Aggregate Contributions may either be
            reallocated to the accounts of non-Highly Compensated Employees or
            applied to reduce Employer contributions, as elected by the employer
            in the Adoption Agreement.

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

                                       38
<PAGE>
                                 ARTICLE VIII

                   JOINT AND SURVIVOR ANNUITY REQUIREMENTS

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

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

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

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

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

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

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

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

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

Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election designates a form of benefit payment
which may not be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further spousal consent). If
it is established to the satisfaction of the Plan Administrator that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified
Election. Any consent by a Spouse obtained under this provision (or
establishment that the consent of a Spouse may not be obtained) shall be
effective only with respect to such Spouse. A consent that permits designations
by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific
beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights. A
revocation of a

                                       39
<PAGE>
prior waiver may be made by a Participant without the consent of the Spouse at
any time before the commencement of benefits. The number of revocations shall
not be limited. No consent obtained under this provision shall be valid unless
the Participant has received notice as provided in paragraphs 8.5 and 8.6 below.

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

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

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

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

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

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

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

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

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

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

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

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

                                       40
<PAGE>
            (1)   the Participant does not or cannot elect payments in the form
                  of a life annuity; and

            (2)   on the death of a Participant, the Participant's Vested
                  Account Balance will be paid to the Participant's Surviving
                  Spouse, but if there is no Surviving Spouse, or if the
                  Surviving Spouse has consented in a manner conforming to a
                  Qualified Election, then to the Participant's Designated
                  Beneficiary.

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

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

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

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

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

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

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

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

                                       41
<PAGE>
      (a)   Automatic Joint and Survivor Annuity. If benefits in the form of a
            life annuity become payable to a married Participant who:

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

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

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

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

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

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

            (2)   the date on which participation begins, and ends on the date
                  the Participant terminates employment.

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

                                       42
<PAGE>
                                  ARTICLE IX

                                   VESTING

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

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

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

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

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

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

                                       43
<PAGE>
9.7 FORFEITURES Any balance in the account of a Participant who has separated
from Service to which he or she is not entitled under the foregoing provisions,
shall be forfeited and applied as provided in the Adoption Agreement. A
forfeiture may only occur if the Participant has received a distribution from
the Plan or if the Participant has incurred five consecutive 1-year Breaks in
Service. Furthermore, a Highly Compensated Employee's Matching Contributions may
be forfeited, even if vested, if the contributions to which they relate are
Excess Deferrals, Excess Contributions or Excess Aggregate Contributions.

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

      (a)   60 days after the amendment is adopted;

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

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

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

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

                                       44
<PAGE>
                                  ARTICLE X

                          LIMITATIONS ON ALLOCATIONS
                        AND ANTIDISCRIMINATION TESTING

10.1 PARTICIPATION IN THIS PLAN ONLY If the Participant does not participate in
and has never participated in another qualified plan, a Welfare Benefit Fund (as
defined in paragraph 1.89) or an individual medical account, as defined in Code
Section 415(l)(2), maintained by the adopting Employer, which provides an Annual
Addition as defined in paragraph 1.4, the amount of Annual Additions which may
be credited to the Participant's account for any Limitation Year will not exceed
the lesser of the Maximum Permissible Amount or any other limitation contained
in this Plan. If the Employer contribution that would otherwise be contributed
or allocated to the Participant's account would cause the Annual Additions for
the Limitation Year to exceed the Maximum Permissible Amount, the amount
contributed or allocated will be reduced so that the Annual Additions for the
Limitation Year will equal the Maximum Permissible Amount. Prior to determining
the Participant's actual Compensation for the Limitation Year, the Employer may
determine the Maximum Permissible Amount for a Participant on the basis of a
reasonable estimate of the Participant's Compensation for the Limitation Year,
uniformly determined for all Participants similarly situated. As soon as is
administratively feasible after the end of the Limitation Year, the Maximum
Permissible Amount for the Limitation Year will be determined on the basis of
the Participant's actual Compensation for the Limitation Year.

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

      (a)   Suspense Account Method

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

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

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

            (4)   If a suspense account is in existence at any time during the
                  Limitation Year pursuant to this paragraph, it will not
                  participate in the allocation of

                                       45
<PAGE>
                  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)   Spillover Method

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

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

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

10.3 PARTICIPATION IN THIS PLAN AND ANOTHER MASTER AND PROTOTYPE DEFINED
CONTRIBUTION PLAN, WELFARE BENEFIT FUND OR INDIVIDUAL MEDICAL ACCOUNT MAINTAINED
BY THE EMPLOYER The Annual Additions which may be credited to a Participant's
account under this Plan for any Limitation Year will not exceed the Maximum
Permissible Amount reduced by the Annual Additions credited to a Participant's
account under the other Master or Prototype Defined Contribution Plans, Welfare
Benefit Funds, and individual medical accounts as defined in Code Section
415(l)(2), maintained by the Employer, which provide an Annual Addition as
defined in paragraph 1.4 for the same Limitation Year. If the Annual Additions,
with respect to the Participant under other Defined Contribution Plans and
Welfare Benefit Funds maintained by the Employer, are less than the Maximum
Permissible Amount and the Employer contribution that would otherwise be
contributed or allocated to the Participant's account under this Plan would
cause the Annual Additions for the Limitation Year to exceed this limitation,
the amount contributed or allocated will be reduced so that the Annual Additions
under all such plans and funds for the Limitation Year will equal the Maximum
Permissible Amount. If the Annual Additions with respect to the Participant
under such other Defined Contribution Plans and Welfare Benefit Funds in the
aggregate are equal to or greater than the Maximum Permissible Amount, no amount
will be contributed or allocated to the Participant's account under this Plan
for the Limitation Year. Prior to determining the Participant's actual
Compensation for the Limitation Year, the Employer may determine the Maximum
Permissible Amount for a Participant in the manner described in paragraph 10.1.
As soon as administratively feasible after the end of the Limitation Year, the
Maximum Permissible Amount for the Limitation Year will be determined on the
basis of the Participant's actual Compensation for the Limitation Year.

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

                                       46
<PAGE>
Excess Amount was allocated to a Participant on an allocation date of this Plan
which coincides with an allocation date of another plan, the Excess Amount
attributed to this Plan will be the product of:

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

      (b)   the ratio of:

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

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

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

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

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

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

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

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

10.8  SPECIAL RULES RELATING TO APPLICATION OF ADP TEST

      (a)   The Actual Deferral Percentage for any Participant who is a Highly
            Compensated Employee for the Plan Year and who is eligible to have
            Elective Deferrals (and Qualified

                                       47
<PAGE>
            Non-Elective Contributions or Qualified Matching Contributions, or
            both, if treated as Elective Deferrals for purposes of the ADP test)
            allocated to his or her accounts under two or more arrangements
            described in Code Section 401(k), that are maintained by the
            Employer, shall be determined as if such Elective Deferrals (and, if
            applicable, such Qualified Non-Elective Contributions or Qualified
            Matching Contributions, or both) were made under a single
            arrangement. If a Highly Compensated Employee participates in two or
            more cash or deferred arrangements that have different Plan Years,
            all cash or deferred arrangements ending with or within the same
            calendar year shall be treated as a single arrangement.

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

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

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

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

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

10.9 RECHARACTERIZATION If the Employer allows for Voluntary Contributions in
the Adoption Agreement, a Participant may treat his or her Excess Contributions
as an amount distributed to the Participant and then contributed by the
Participant to the Plan. Recharacterized amounts will remain nonforfeitable and
subject to the same distribution requirements as Elective Deferrals. Amounts may
not be recharacterized by a Highly Compensated Employee to the extent that such
amount in combination with other Employee Contributions made by that Employee
would exceed any stated limit under the Plan on Voluntary Contributions.
Recharacterization

                                       48
<PAGE>
must occur no later than two and one-half months after the last day of the Plan
Year in which such Excess Contributions arose and is deemed to occur no earlier
than the date the last Highly Compensated Employee is informed in writing of the
amount recharacterized and the consequences thereof. Recharacterized amounts
will be taxable to the Participant for the Participant's tax year in which the
Participant would have received them in cash.

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

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

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

10.11 SPECIAL RULES RELATING TO APPLICATION OF ACP TEST

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

      (b)   For purposes of this Article, the Contribution Percentage for any
            Participant who is a Highly Compensated Employee and who is eligible
            to have Contribution Percentage Amounts allocated to his or her
            account under two or more plans described in Code Section 401(a), or
            arrangements described in Code Section 401(k) that are maintained by
            the Employer, shall be determined as if the total of such
            Contribution Percentage Amounts was made under each Plan. If a
            Highly Compensated Employee participates in two or more cash or
            deferred arrangements that have different plan years, all cash or

                                       49
<PAGE>
            deferred arrangements ending with or within the same calendar year
            shall be treated as a single arrangement.

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

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

      (e)   For purposes of determining the Contribution Percentage test,
            Employee Contributions are considered to have been made in the Plan
            Year in which contributed to the trust. Matching Contributions and
            Qualified Non-Elective Contributions will be considered made for a
            Plan Year if made no later than the end of the twelve-month period
            beginning on the day after the close of the Plan Year.

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

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

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

                                       50
<PAGE>
                                  ARTICLE XI

                                ADMINISTRATION


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

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

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

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

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

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

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

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

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

      (a)   receiving contributions under the terms of the Plan,

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

      (c)   keeping accurate records reflecting its administration of the Fund
            and making such records available to the Employer for review and
            audit. Within 90 days after each Plan Year, and within 90 days after
            its removal or resignation, the Trustee/Custodian shall file with
            the Employer an accounting of its administration of the Fund during
            such year or from the end of the preceding Plan Year to the date of
            removal or resignation. Such accounting shall include a statement of
            cash receipts and disbursements since the date of its last
            accounting and shall contain an asset list showing the fair market
            value of investments held in the Fund as of the end of the Plan
            Year. The value of marketable investments shall be determined using
            the most recent price quoted on a national securities exchange or
            over the counter market. The value of non-marketable investments
            shall be determined in the sole judgement of the Trustee/Custodian
            which determination shall be binding and conclusive. The value of
            investments in securities or obligations of the Employer in which
            there is no market shall be determined in the sole judgement of the
            Employer and the

                                       51
<PAGE>
            Trustee/Custodian shall have no responsibility with respect to the
            valuation of such assets. The Employer shall review the
            Trustee/Custodian's accounting and notify the Trustee/Custodian in
            the event of its disapproval of the report within 90 days, providing
            the Trustee/Custodian with a written description of the items in
            question. The Trustee/Custodian shall have 60 days to provide the
            Employer with a written explanation of the items in question. If the
            Employer again disapproves, the Trustee/Custodian shall file its
            accounting in a court of competent jurisdiction for audit and
            adjudication, and

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

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

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

11.4  DIVISION OF DUTIES AND INDEMNIFICATION

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

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

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

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

                                       52
<PAGE>
            Plan Administrator shall be in writing. The Employer shall deliver
            to the Trustee/Custodian certificates evidencing the individual or
            individuals authorized to act as set forth in the Adoption Agreement
            or as the Employer may subsequently inform the Trustee/Custodian in
            writing and shall deliver to the Trustee/Custodian specimens of
            their signatures.

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

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

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

                                       53
<PAGE>


                                 ARTICLE XII

                         TRUST FUND/CUSTODIAL ACCOUNT

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       54
<PAGE>
      (h)   payment of benefits to an alternate payee which are required to be
            paid to another alternate payee under another QDRO.

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

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

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

                                       55
<PAGE>
                                 ARTICLE XIII

                                 INVESTMENTS

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

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

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

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

13.2 FUNDING ARRANGEMENT The Employer shall, in the Adoption Agreement, appoint
the Sponsor to serve as either Trustee or Custodian of the Fund. If the Sponsor
is appointed Trustee, the Fund shall be invested in any of the alternatives
available to the Trustee under paragraph 13.3 herein. If the Sponsor is
appointed Custodian, the Fund shall be invested only in the alternatives
available to the Custodian under paragraph 13.4 herein.

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

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

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

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

                                       56
<PAGE>
            written direction of the Employer who shall be solely responsible
            for propriety of such investment,

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

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

      (f)   hold investments in nominee or bearer form,

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

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

13.4 INVESTMENT ALTERNATIVES OF THE CUSTODIAN As Custodian, the Sponsor shall be
depository of the Fund and shall, at the direction of the Employer, invest all
contributions exclusively in savings or time accounts, savings certificates of
deposit, or other savings or time instruments offered by the Custodian and, if
offered, by an affiliate of the Custodian.

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

      (a)   No loan, when aggregated with any outstanding Participant loan(s),
            shall exceed the lesser of (i) $50,000 reduced by the excess, if
            any, of the highest outstanding balance of loans during the one year
            period ending on the day before the loan is made, over the
            outstanding balance of loans from the Plan on the date the loan is
            made or (ii) one-half of the fair market value of a Participant's
            Vested Account Balance built up from Employer Contributions,
            Voluntary Contributions, and Rollover Contributions. If the
            Participant's Vested Account Balance is $20,000 or less, the maximum
            loan shall not exceed the lesser of $10,000 or 100% of the
            Participant's Vested Account Balance. For the purpose of the above
            limitation, all loans from all plans of the Employer and other
            members of a group of employers described in Code Sections 414(b),
            414(c), and 414(m) are aggregated. An assignment or pledge of any
            portion of the Participant's interest in the Plan and a loan,
            pledge, or assignment with respect to any insurance contract
            purchased under the Plan, will be treated as a loan under this
            paragraph.

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

      (c)   Any loan shall bear interest at a rate reasonable at the time of
            application, considering the purpose of the loan and the rate being
            charged by representative commercial banks in the local area for a
            similar loan unless the Employer sets forth a different method for
            determining loan interest rates in its loan procedures. The loan
            agreement shall also

                                       57
<PAGE>
            provide that the payment of principal and interest be amortized in
            level payments not less than quarterly.

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

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

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

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

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

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

                                       58
<PAGE>
      (j)   No loans will be made to Owner-Employees (as defined in paragraph
            1.51) or Shareholder-Employees (as defined in paragraph 1.74),
            unless the Employer obtains a prohibited transaction exemption from
            the Department of Labor.

13.6 INSURANCE POLICIES If agreed upon by the Trustee and permitted by the
Employer in the Adoption Agreement, Employees may elect the purchase of life
insurance policies under the Plan. If elected, the maximum annual premium for a
whole life policy shall not exceed 50% of the aggregate Employer contributions
allocated to the account of a Participant. For profit-sharing plans the 50% test
need only be applied against Employer contributions allocated in the last two
years. Whole life policies are policies with both nondecreasing death benefits
and nonincreasing premiums. The maximum annual premium for term contracts or
universal life policies and all other policies which are not whole life shall
not exceed 25% of aggregate Employer contributions allocated to the account of a
Participant. The two-year rule for profit-sharing plans again applies. The
maximum annual premiums for a Participant with both a whole life and a term
contract or universal life policies shall be limited to one-half of the whole
life premium plus the term premium, but shall not exceed 25% of the aggregate
Employer contributions allocated to the account of a Participant, subject to the
two year rule for profit-sharing plans. Any policies purchased under this Plan
shall be held subject to the following rules:

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

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

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

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

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

      (f)   If Employer contributions are inadequate to pay all premiums on all
            insurance policies, the Trustee may, at the option of the Employer,
            utilize other amounts remaining in each Participant's account to pay
            the premiums on his or her respective policy or policies, allow the
            policies to lapse, reduce the policies to a level at which they may
            be maintained, or borrow against the policies on a prorated basis,
            provided that the borrowing does not discriminate in favor of the
            policies on the lives of Officers, Shareholders, and highly
            compensated Employees.

      (g)   On retirement or termination of employment of a Participant, the
            Employer shall direct the Trustee to cash surrender the
            Participant's policy and credit the proceeds to his or her

                                       59
<PAGE>
            account for distribution under the terms of the Plan. However,
            before so doing, the Trustee shall first offer to transfer ownership
            of the policy to the Participant in exchange for payment by the
            Participant of the cash value of the policy at the time of transfer.
            Such payment shall be credited to the Participant's account for
            distribution under the terms of the Plan. All distributions
            resulting from the application of this paragraph shall be subject to
            the Joint and Survivor Annuity Rules of Article VIII, if applicable.

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

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

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

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

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

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

13.8 EMPLOYEE INVESTMENT DIRECTION If agreed to by the Trustee and approved by
the Employer in the Adoption Agreement, Participants shall be given the option
to direct the investment of their personal contributions and their share of the
Employer's contribution among alternative investment funds established as part
of the overall Fund. Unless otherwise specified by the Employer in the Adoption
Agreement, such investment funds shall be under the full control of the
management of the Trustee. If investments outside the Trustee's control are
allowed, Participants may not direct that investments be made in collectibles,
other than U.S. Government or State issued gold and silver coins. In this
connection, a Participant's right to direct the investment of any contribution
shall apply only to selection of the desired fund. The following rules shall
apply to the administration of such funds.

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

                                       60
<PAGE>
      (b)   A Participant may change his or her election with respect to future
            contributions by filing a new investment designation form with the
            Employer in accordance with the procedures established by the Plan
            Administrators.

      (c)   A Participant may elect to transfer all or part of his or her
            balance from one investment fund to another by filing an investment
            designation form with the Employer in accordance with the procedures
            established by the Plan Administrators.

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

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

                                       61
<PAGE>
                                 ARTICLE XIV

                             TOP-HEAVY PROVISIONS

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

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

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

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

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

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

14.3 MINIMUM VESTING For any Plan Year in which this Plan is Top-Heavy, the
minimum vesting schedule elected by the Employer in the Adoption Agreement will
automatically apply to the Plan. If the vesting schedule selected by the
Employer in the Adoption Agreement is less liberal than the allowable schedule,
the schedule will automatically be modified. If the vesting schedule under the
Employer's Plan shifts in or out of the Top-Heavy schedule for any Plan Year,
such shift is an amendment to the vesting schedule and the election in paragraph
9.8 of the Plan applies. The minimum vesting schedule applies to all accrued
benefits within the meaning of Code Section 411(a)(7) except those attributable
to Employee contributions, including benefits accrued before the effective date
of Code Section 416 and benefits accrued before the Plan became Top-Heavy.
Further, no reduction in vested benefits may occur in the event the Plan's
status as Top-Heavy changes for any Plan Year. However, this paragraph does not
apply to the account balances of any Employee who does not have an Hour of
Service after the Plan initially becomes Top-Heavy and such Employee's account
balance attributable to Employer contributions and forfeitures will be
determined without regard to this paragraph.

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

                                       62
<PAGE>
                                  ARTICLE XV

                          AMENDMENT AND TERMINATION

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

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

      (a)   to satisfy Code Section 415, or

      (b)   to avoid duplication of minimums under Code Section 416 because of
            the required aggregation of multiple plans.

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

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

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

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

15.5  MERGERS AND CONSOLIDATIONS

      (a)   In the case of any merger or consolidation of the Employer's Plan
            with, or transfer of assets or liabilities of the Employer's Plan
            to, any other plan, Participants in the Employer's Plan shall be
            entitled to receive benefits immediately after the merger,
            consolidation, or transfer which are equal to or greater than the
            benefits they would have been entitled to receive immediately before
            the merger, consolidation, or transfer if the Plan had then
            terminated.

                                       63
<PAGE>
      (b)   Any corporation into which the Trustee/Custodian or any successor
            trustee/custodian may be merged or with which it may be
            consolidated, or any corporation resulting from any merger or
            consolidation to which the Trustee/Custodian or any successor
            trustee/custodian may be a party, or any corporation to which all or
            substantially all the trust business of the Trustee/Custodian or any
            successor trustee/custodian may be transferred, shall be the
            successor of such Trustee/Custodian without the filing of any
            instrument or performance of any further act, before any court.

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

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

                                       64
<PAGE>
                                 ARTICLE XVI

                                GOVERNING LAW

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

                                       65
<PAGE>
                    PART I - SECTION 401(A)(17) LIMITATION
                   [MAY BE ADOPTED BY DEFINED CONTRIBUTION
                          AND DEFINED BENEFIT PLANS]

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each Employee
taken into account under the Plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code. The cost-of-living in
effect for a calendar year applies to any period, not exceeding 12 months, over
which Compensation is determined (determination period) beginning in such
calendar year. If a determination period consists of fewer than 12 months, the
OBRA '93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period, and the
denominator of which is 12.

For Plan Years beginning on or after January 1, 1994, any reference in this Plan
to the limitation under Section 401(a)(17) of the Code shall mean the OBRA '93
annual compensation limit set forth in this provision.

If Compensation for any prior determination period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.

                                       66
<PAGE>
                               MODEL AMENDMENT
                           REVENUE PROCEDURE 93-47

(This model amendment allows Participants receiving distribution from
safe-harbored profit sharing plans to waive the 30-day period required under the
Unemployment Compensation Act of 1992. Non-safe harbored plans must still
provide notice not less than 30 days and not more than 90 days prior to the
distribution.)

If a distribution is one to which Section 401(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.

                                       67