Exhibit 10.35

                            SOFTWARE TECHNOLOGY, INC.
                     RESTATED EMPLOYEE STOCK OWNERSHIP PLAN
                               AND TRUST AGREEMENT









                     EMPLOYER IDENTIFICATION NO.: 59-1826393
                                  PLAN NO.: 002
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                                TABLE OF CONTENTS


ALPHABETICAL LISTING OF  DEFINITIONS

ARTICLE I - DEFINITIONS........................................................1
         1.01     "Plan........................................................1
         1.02     "Employer....................................................1
         1.03     "Trustee.....................................................1
         1.04     "Plan Administrator..........................................1
         1.05     "Advisory Committee..........................................1
         1.06     "Employee....................................................1
         1.07     "Highly Compensated Employee.................................2
         1.08     "Participant.................................................2
         1.09     "Beneficiary.................................................2
         1.10     "Compensation................................................2
         1.11     "Account.....................................................4
         1.12     "Accrued Benefit.............................................4
         1.13     "Nonforfeitable..............................................4
         1.14     "Plan Year...................................................4
         1.15     "Effective Date..............................................4
         1.16     "Plan Entry Date.............................................4
         1.17     "Accounting Date.............................................4
         1.18     "Trust.......................................................4
         1.19     "Trust Fund..................................................4
         1.20     "Nontransferable Annuity.....................................4
         1.21     "ERISA.......................................................4
         1.22     "Code........................................................5
         1.23     "Service.....................................................5
         1.24     "Hour of Service.............................................5
         1.25     "Disability..................................................6
         1.26     "Service for Predecessor Employer"...........................6
         1.27     "Related Employers"..........................................6
         1.28     "Leased Employees"...........................................7
         1.29     "Determination of Top Heavy Status"..........................7
         1.30     "Disqualified Person.........................................9
         1.31     "Employer Securities.........................................9
         1.32     "Exempt Loan................................................10
         1.33     "Leveraged Employer Securities..............................10
         1.34     "Qualified Military Service.................................10

ARTICLE II - EMPLOYEE PARTICIPANTS............................................11
         2.01     Eligibility.................................................11
         2.02     Year of Service - Participation.............................11
         2.03     Break  in  Service  -  Participation........................11
         2.04     Participation upon Re-employment............................11

ARTICLE III - EMPLOYER CONTRIBUTIONS AND FORFEITURES..........................12
         3.01     Amount......................................................12
         3.02     Determination of Contribution...............................12
         3.03     Time of Payment of Contribution.............................12
         3.04     Contribution Allocation.....................................12
         3.05     Forfeiture  Allocation......................................14
         3.06     Accrual of Benefit..........................................14
         3.07     Limitations on Allocations to Participants' Accounts........15
         3.08     Definitions - Article III...................................16

ARTICLE IV - PARTICIPANT CONTRIBUTIONS........................................19
         4.01     Participant Voluntary Contributions.........................19
         4.02     Participant  Rollover Contribution..........................19

ARTICLE V - TERMINATION OF SERVICE - PARTICIPANT VESTING......................20
         5.01     Normal Retirement Age.......................................20
         5.02     Participant Disability or Death.............................20
         5.03     Vesting Schedule............................................20
         5.04     Cash-out Distributions to Partially-vested Participants/
                    Restoration of Forfeited Accrued Benefit..................21
         5.05     Segregated Account for Repaid Amount........................22
         5.06     Year of Service - Vesting...................................22
         5.07     Break in Service - Vesting..................................22
         5.08     Included Years of Service - Vesting.........................22
         5.09     Forfeiture Occurs...........................................23


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ARTICLE VI - TIME AND METHOD OF PAYMENT OF BENEFITS...........................24
         6.01     Time of Payment of Accrued Benefit..........................24
         6.02     Method of Payment of Accrued Benefit........................25
         6.03     Benefit Payment Elections...................................28
         6.04     Annuity  Distributions  to  Participants  and  Surviving
                     Spouses..................................................29
         6.05     Special Distribution and Payment Requirements...............29
         6.06     Direct Rollover of Eligible Rollover Distributions..........30
         6.07     Distributions under Domestic Relations Orders...............30

ARTICLE VII - EMPLOYER ADMINISTRATIVE PROVISIONS..............................32
         7.01     Information to Committee....................................32
         7.02     No Liability................................................32
         7.03     Indemnity of Certain Fiduciaries............................32
         7.04     Employer Direction of Investment............................32
         7.05     Amendment to Vesting Schedule...............................32

ARTICLE VIII - PARTICIPANT ADMINISTRATIVE PROVISIONS..........................34
         8.01     Beneficiary Designation.....................................34
         8.02     No Beneficiary Designation/death of Beneficiary.............34
         8.03     Personal Data to Committee..................................34
         8.04     Address for Notification....................................35
         8.05     Assignment or Alienation....................................35
         8.06     Notice  of  Change  in  Terms...............................35
         8.07     Litigation Against the Trust................................35
         8.08     Information Available.......................................35
         8.09     Appeal Procedure for Denial of Benefits.....................35
         8.10     Participant Direction of Investment.........................36

ARTICLE IX - ADVISORY COMMITTEE - DUTIES WITH RESPECT TO 
               PARTICIPANTS' ACCOUNTS                                         38
         9.01     Members' Compensation, Expenses.............................38
         9.02     Term........................................................38
         9.03     Powers......................................................38
         9.04     General.....................................................38
         9.05     Funding Policy..............................................39
         9.06     Manner of Action............................................39
         9.07     Authorized Representative...................................39
         9.08     Interested Member...........................................39
         9.09     Individual Accounts.........................................39
         9.10     Value of Participant's Accrued Benefit......................40
         9.11     Allocation to Participant's Accrued Benefit.................40
         9.12     Individual Statement........................................41
         9.13     Account Charged.............................................42
         9.14     Unclaimed Account Procedure.................................42

ARTICLE X - TRUSTEE, POWERS AND DUTIES........................................43
         10.01    Acceptance..................................................43
         10.02    Receipt of Contributions....................................43
         10.03    Full Investment Powers......................................43
         10.04    Records and Statements......................................47
         10.05    Fees and Expenses from Fund.................................47
         10.06    Parties to Litigation.......................................47
         10.07    Professional Agents.........................................47
         10.08    Distribution of Trust Fund..................................47
         10.09    Distribution Directions.....................................48
         10.10    Third Party/multiple Trustees...............................48
         10.11    Resignation.................................................48
         10.12    Removal.....................................................48
         10.13    Interim Duties and Successor Trustee........................48
         10.14    Valuation of Trust..........................................49
         10.15    Limitation on Liability  --  If Investment
                  Manager Appointed...........................................49
         10.16    Investment in Group Trust Fund..............................49
         10.17    Participant Voting Rights -- Employer Securities............49


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ARTICLE XI - MISCELLANEOUS....................................................51
         11.01    Evidence....................................................51
         11.02    No Responsibility for Employer Action.......................51
         11.03    Fiduciaries Not Insurers....................................51
         11.04    Waiver of Notice............................................51
         11.05    Successors..................................................51
         11.06    Word Usage..................................................51
         11.07    State Law...................................................51
         11.08    Employment Not Guaranteed...................................52

ARTICLE XII - EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION.......................53
         12.01    Exclusive Benefit...........................................53
         12.02    Amendment by Employer.......................................53
         12.03    Discontinuance..............................................54
         12.04    Full Vesting on Termination.................................54
         12.05    Merger/direct Transfer......................................54
         12.06    Termination.................................................55
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ALPHABETICAL LISTING OF DEFINITIONS

                                                               Section Reference
Plan Definition                                                    (Page Number)

Account ............................................................... 1.11 (4)
Accounting Date ....................................................... 1.17 (4)
Accrued Benefit ....................................................... 1.12 (4)
Advisory Committee .................................................... 1.05 (1)
Annual Addition ................................................... 3.08(a) (16)
Beneficiary ........................................................... 1.09 (2)
Beneficiary for Article XI Purposes ................................. 11.06 (52)
Break in Service for Eligibility Purposes ............................. 2.03 (1)
Break in Service for Vesting Purpose.................................. 5.07 (22)
Cash-out Distribution ................................................ 5.04 (21)
Closing ............................................................. 11.06 (52)
Code .................................................................. 1.22 (4)
Code ss.411(d)(6) Protected Benefits ................................. 13.02 (1)
Compensation .......................................................... 1.10 (2)
Compensation for Code ss.415 Purposes .............................. 3.08(b)(16)
Compensation for Top Heavy Purposes ................................. 1.29(b)(8)
Contract(s) ....................................................... 11.03(c)(52)
Defined Benefit Plan ............................................... 3.08(h)(16)
Defined Contribution Plan .......................................... 3.08(g)(16)
Determination Date .................................................. 1.29(g)(8)
Disability ............................................................. 1.25(5)
Disqualified Person..................................................... 1.30(8)
Distribution Date ..................................................... 6.01(24)
Effective Date ......................................................... 1.15(4)
Elective Contributions ................................................. 1.10(3)
Elective Transfer ...................................................13.05(A(52)
Employee ............................................................... 1.06(1)
Employer .............................................................. 1.02 (1)
Employer for Code ss.415 Purposes ................................. 3.08(d) (16)
Employer for Top Heavy Purposes .................................... 1.29(f) (8)
Employer Securities.................................................... 1.31 (8)
Employment Commencement Date ......................................... 2.02 (11)
ERISA ................................................................. 1.21 (4)
Excess Amount ......................................................3.08(e) (16)
Exempt Loan............................................................ 1.32 (8)
Exempt Participant ................................................ 8.01(B) (34)
Fair Market Value ................................................... 11.06 (52)


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Forfeiture Break in Service ....................................... 5.08(B) (22)
Group Trust Fund .................................................... 10.16 (50)
Highly Compensated Employee ........................................... 1.07 (1)
Hour of Service ....................................................... 1.24 (4)
Investment Manager ................................................ 9.04(i) (39)
Joint and Survivor Annuity ........................................... 6.04 (29)
Key Employee ....................................................... 1.29(a) (8)
Leased Employees ...................................................... 1.28 (6)
Leveraged Employer Securities.......................................... 1.33 (8)
Limitation Year ................................................... 3.08(f) (16)
Maximum Permissible Amount ........................................ 3.08(c) (16)
Minimum Distribution Incidental Benefit ........................... 6.02(A) (25)
Nonforfeitable ........................................................ 1.13 (4)
Non-Key Employee ................................................... 1.29(b) (8)
Nontransferable Annuity ............................................... 1.20 (4)
Normal Retirement Age ................................................ 5.01 (20)
Notice...............................................................  11.06(52)
Participant ........................................................... 1.08 (2)
Participant Forfeiture ................................................ 3.05 (14
Participant Voluntary Contributions .................................. 4.01 (19)
Permissive Aggregation Group ........................................1.29(e) (8)
Plan................................................................... 1.01 (1)
Plan Administrator .................................................... 1.04 (1)
Plan Entry Date ....................................................... 1.16 (4)
Plan Year ............................................................. 1.14 (4)
Policy .............................................................. 11.03 (52)
Predecessor Employer .................................................. 1.26 (6)
Qualified Domestic Relations Order ................................... 6.07 (30)
Qualified Election Period..........................................8.10(ii) (36)
Qualified Military Service.......................................... . 1.34 (10)
Qualifying Employer Securities ...................................... 10.03 (44)
Qualified Participant...............................................8.10(i) (36)
Related Employers ..................................................... 1.27 (6)
Required Aggregation Group ......................................... 1.29(d) (8)
Required Beginning Date ........................................... 6.01(B) (24)
Rollover Contributions ............................................... 4.02 (19)
Service ............................................................... 1.23 (5)
Top Heavy Minimum Allocation ...................................... 3.04(B) (12)
Top Heavy Ratio ....................................................... 1.29 (7)
Trust ................................................................. 1.18 (4)
Trustee ............................................................... 1.03 (1)
Trust Fund ............................................................ 1.19 (4)
Year of Service for Eligibility Purposes ............................. 2.02 (11)
Year of Service for Vesting Purposes ................................. 5.06 (22)

                           * * * * * * * * * * * * * *


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                            SOFTWARE TECHNOLOGY, INC.
                     RESTATED EMPLOYEE STOCK OWNERSHIP PLAN
                               AND TRUST AGREEMENT

     SOFTWARE TECHNOLOGY, INC., a corporation organized under the laws of
the State of Florida, makes this Agreement with DON F. RIORDAN, as Trustee.

                                   WITNESSETH:

     SOFTWARE TECHNOLOGY,  INC. continues,  within this Trust Agreement,  a Plan
for the  administration  and distribution of contributions  made by the Employer
for the purpose of providing  retirement benefits for eligible  Employees.  This
Plan is an amended plan, in restated form,  the original plan being  established
on January 31, 1986. The provisions of this Plan, as amended, apply solely to an
Employee whose employment with the Employer  terminates on or after the restated
Effective  Date of the  Employer's  Plan. If an Employee's  employment  with the
Employer  terminates  prior to the restated  Effective  Date,  that  Employee is
entitled  to  benefits  under  the Plan as the Plan  existed  on the date of the
Employee's termination of employment.

     Now,  therefore,  in consideration of their mutual covenants,  the Employer
and the Trustee agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     1.01 "Plan" means the  retirement  plan  established  and  continued by the
Employer in the form of this Agreement,  designated as the SOFTWARE  TECHNOLOGY,
INC. Restated Employee Stock Ownership Plan. The Employer has designed this Plan
to invest primarily in Employer Securities.

     1.02 "Employer"  means SOFTWARE  TECHNOLOGY,  INC. and any Related Employer
which elects to become a party to the Plan,  with the approval of the  Employer,
by adopting the Plan for the benefit of its eligible Employees.

     1.03  "Trustee"  means DON F.  RIORDAN  or any  successor  in office who in
writing accepts the position of Trustee.

     1.04 "Plan  Administrator"  is the Employer unless the Employer  designates
another  person to hold the position of Plan  Administrator.  In addition to his
other duties, the Plan Administrator has full responsibility for compliance with
the reporting and disclosure rules under ERISA as respects this Agreement.

     1.05 "Advisory  Committee" means the Employer's  Advisory Committee as from
time to time constituted.

     1.06 "Employee" means any employee of the Employer.


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     1.07 "Highly Compensated Employee" means an Employee who:

          (a) during the Plan Year or during the preceding  Plan Year is a 5% or
          more owner of the Employer (applying the constructive  ownership rules
          of Code ss.318,  and applying the  principles  of Code ss.318,  for an
          unincorporated entity);

          (b)  during  the  preceding  Plan Year has  Compensation  in excess of
          $80,000 (as adjusted by the  Commissioner of Internal  Revenue for the
          relevant year) and, if the Employer so elects, is part of the top-paid
          20% group of employees (based on Compensation for the relevant year).

     For purposes of this Section 1.07,  "Compensation"  means  Compensation  as
defined in Section 1.10, except no exclusions from Compensation apply other than
the  exclusions  described in paragraphs  (a), (b), (c) and (d) of Section 1.10.
The  Advisory  Committee  must  make  the  determination  of  who  is  a  Highly
Compensated Employee consistent with Code ss.414(q) and regulations issued under
that Code  section.  The Employer may make a calendar year election to determine
the Highly  Compensated  Employees  for the Plan Year, as prescribed by Treasury
regulations.  A calendar year election must apply to all plans and  arrangements
of the Employer.

     The term "Highly  Compensated  Employee" also includes any former  Employee
who  separated  from  Service  (or has a  deemed  Separation  from  Service,  as
determined  under  Treasury  regulations)  prior to the Plan Year,  performs  no
Service  for the  Employer  during the Plan Year,  and was a Highly  Compensated
Employee  either for the separation year or any Plan Year ending on or after his
55th birthday.  If the former Employee's  Separation from Service occurred prior
to January 1, 1987,  he is a Highly  Compensated  Employee  only if he satisfied
clause (a) of this  Section 1.07 or received  Compensation  in excess of $50,000
during:  (1) the year of his Separation from Service (or the prior year); or (2)
any year ending after his 54th birthday.

     1.08  "Participant"  is an  Employee  who is  eligible  to be and becomes a
Participant in accordance with the provisions of Section 2.01.

     1.09  "Beneficiary"  is a person  designated by a Participant who is or may
become entitled to a benefit under the Plan. A Beneficiary who becomes  entitled
to a benefit  under  the Plan  remains a  Beneficiary  under the Plan  until the
Trustee has fully distributed his benefit to him. A Beneficiary's  right to (and
the Plan  Administrator's,  the  Advisory  Committee's  or a  Trustee's  duty to
provide to the  Beneficiary)  information  or data  concerning the Plan does not
arise until he first becomes entitled to receive a benefit under the Plan.



<PAGE>


     1.10  "Compensation"  means W-2 wages as defined under Code  ss.3121(a) for
purposes of calculating Social Security taxes,  determined without regard to the
taxable   wage  base   limitation,   except   Compensation   does  not   include
reimbursements or other expense allowances,  fringe benefits (cash and noncash),
moving  expenses,  deferred  compensation,  and welfare  benefits.  Compensation
includes elective  contributions  made by the Employer on the Employee's behalf.
Compensation  for the profit sharing portion of the Plan is limited to an amount
that  includes  2,080 hours of service per year  multiplied  by the  appropriate
hourly  wage  for  each   Participant   unless  the  limitation   results  in  a
discriminatory  effect in favor of the highly compensated group of Participants.
The definition of Compensation  for the 401(k) portion of the Plan shall have no
modification.   "Elective   contributions"   are  amounts  excludible  from  the
Employee's gross income under Code ss.ss.125,  402(e)(3),  402(h) or 403(b), and
contributed  by the Employer,  at the Employee's  election,  to a Code ss.401(k)
arrangement,  a Simplified  Employee  Pension,  cafeteria plan or  tax-sheltered
annuity. A Compensation payment includes Compensation paid by the Employer to an
Employee  through another person under the common  paymaster  provisions of Code
ss.ss.3121(s) and 3306(p). The term "Compensation" does not include:

          (a) Employer contributions (other than "elective  contributions") to a
          plan of deferred  compensation to the extent the contributions are not
          included in the gross  income of the  Employee for the taxable year in
          which contributed,  on behalf of an Employee to a Simplified  Employee
          Pension Plan to the extent such  contributions are excludible from the
          Employee's gross income, and any distributions from a plan of deferred
          compensation, regardless of whether such amounts are includible in the
          gross income of the Employee when distributed.

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

          (c) Amounts realized from the sale,  exchange or other  disposition of
          stock acquired under a stock option  described in Part II,  Subchapter
          D, Chapter 1 of the Code.

          (d) Other amounts which receive special tax benefits, such as premiums
          for  group  term  life  insurance  (but  only to the  extent  that the
          premiums are not includible in the gross income of the  Employee),  or
          contributions  made by an  Employer  (whether  or not  under a  salary
          reduction  agreement)  towards  the  purchase  of an annuity  contract
          described  in Code  ss.403(b)  (whether or not the  contributions  are
          excludible  from  the  gross  income  of  the  Employee),  other  than
          "elective contributions."

     Any reference in this Plan to Compensation is a reference to the definition
in this Section 1.10, unless the Plan reference specifies a modification to this
definition.  The Advisory  Committee  will take into  account only  Compensation
actually paid for the relevant period.

(A)  Limitations on Compensation.

     (1) Compensation  dollar limitation.  The Advisory Committee must take into
account only the first  $150,000 (or such larger amount as the  Commissioner  of
Internal Revenue may prescribe) of any Participant's Compensation.

     (2) Reserved.


<PAGE>


(B)   Nondiscrimination.   For   purposes  of   determining   whether  the  Plan
discriminates  in favor of  Highly  Compensated  Employees,  Compensation  means
Compensation  as  defined  in this  Section  1.10  except  any  exclusions  from
Compensation,  other than the exclusions  described in paragraphs  (a), (b), (c)
and  (d),  do not  apply.  The  Employer  also  may  elect  to use an  alternate
nondiscriminatory  definition,  in  accordance  with  the  requirements  of Code
ss.414(s)  and the  regulations  issued under that ode section.  In  determining
Compensation  under this Section 1.10(B),  the Employer may elect to include all
elective  contributions  made by the  Employer on behalf of the  Employees.  The
Employer's  election to include  elective  contributions  must be consistent and
uniform  with  respect to  Employees.  The  Employer  may make this  election to
include  elective   contributions   for   nondiscrimination   testing  purposes,
irrespective of whether this Section 1.10 includes elective contributions in the
general Compensation definition applicable to the Plan.

     1.11 "Account" means the separate  account(s) which the Advisory  Committee
or the Trustee maintains for a Participant under the Plan.

     1.12  "Accrued  Benefit"  means  the  amount  standing  in a  Participant's
Account(s) as of any date derived from Employer contributions.

     1.13 "Nonforfeitable" means a Participant's or Beneficiary's  unconditional
claim,  legally  enforceable  against  the Plan,  to the  Participant's  Accrued
Benefit.

     1.14 "Plan Year" means the fiscal year of the Plan, a consecutive  12 month
period ending every December 31, with a short plan year beginning on February 1,
1998 and ending on December  31, 1998.  Prior to this short plan year,  the plan
year was the 12-month period ending each January 31.

     1.15 "Effective Date" of this Plan, as restated, is February 1, 1998.

     1.16 "Plan Entry Date" means the dates prescribed by Section 2.01.

     1.17 "Accounting  Date" is the last day of the Plan Year.  Unless otherwise
specified in the Plan, the Advisory Committee will make all Plan allocations for
a particular Plan Year as of the Accounting Date of that Plan Year.

     1.18 "Trust" means the separate Trust created under the Plan.

     1.19 "Trust  Fund" means all property of every kind held or acquired by the
Trustee under the Plan.

     1.20 "Nontransferable Annuity" means an annuity which by its terms provides
that it may not be sold, assigned,  discounted, pledged as collateral for a loan
or  security  for the  performance  of an  obligation  or for any purpose to any
person other than the  insurance  company.  If the Plan  distributes  an annuity
contract, the contract must be a Nontransferable Annuity.

     1.21 "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended.


<PAGE>



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

     1.23  "Service"  means any period of time the  Employee is in the employ of
the Employer, including any period the Employee is on an unpaid leave of absence
authorized by the Employer under a uniform,  nondiscriminatory policy applicable
to all  Employees.  Notwithstanding  any provision of this Plan to the contrary,
contributions,  benefits and service  credit with respect to Qualified  Military
Service will be provided in accordance  with Code  ss.414(u).  "Separation  from
Service"  means the Employee no longer has an employment  relationship  with the
Employer maintaining this Plan.

     1.24 "Hour of Service" means:

          (a) Each Hour of Service for which the  Employer,  either  directly or
          indirectly, pays an Employee, or for which the Employee is entitled to
          payment, for the performance of duties. The Advisory Committee credits
          Hours of Service  under this  paragraph  (a) to the  Employee  for the
          computation   period  in  which  the  Employee  performs  the  duties,
          irrespective of when paid;

          (b) Each Hour of Service for back pay,  irrespective  of mitigation of
          damages,  to which the  Employer  has agreed or for which the Employee
          has received an award. The Advisory Committee credits Hours of Service
          under this paragraph (b) to the Employee for the computation period(s)
          to which  the  award or the  agreement  pertains  rather  than for the
          computation  period in which the award,  agreement or payment is made;
          and

          (c) Each Hour of Service for which the  Employer,  either  directly or
          indirectly, pays an Employee, or for which the Employee is entitled to
          payment  (irrespective  of  whether  the  employment  relationship  is
          terminated),  for  reasons  other than for the  performance  of duties
          during a  computation  period,  such as leave  of  absence,  vacation,
          holiday,  sick  leave,  illness,  incapacity  (including  disability),
          layoff, jury duty or military duty. The Advisory Committee will credit
          no more than 501  Hours of  Service  under  this  paragraph  (c) to an
          Employee on account of any single  continuous  period during which the
          Employee  does not  perform  any duties  (whether  or not such  period
          occurs during a single  computation  period).  The Advisory  Committee
          credits Hours of Service under this  paragraph (c) in accordance  with
          the  rules of  paragraphs  (b) and (c) of Labor  Reg.  ss.2530.200b-2,
          which the Plan, by this reference,  specifically  incorporates in full
          within this paragraph (c).

     The Advisory  Committee  will not credit an Hour of Service under more than
one of the above paragraphs.  A computation  period for purposes of this Section
1.24 is the Plan Year, Year of Service period,  Break in Service period or other
period, as determined under the Plan provision for which the Advisory  Committee
is measuring an Employee's Hours of Service. The Advisory Committee will resolve
any  ambiguity  with respect to the  crediting of an Hour of Service in favor of
the Employee.



<PAGE>


(A) Method of  crediting  Hours of  Service.  The  Employer  will  credit  every
Employee with Hours of Service on the basis of the "actual" method. For purposes
of the Plan,  "actual" method means the  determination  of Hours of Service from
records of hours  worked and hours for which the Employer  makes  payment or for
which payment is due from the Employer.

(B)  Maternity/paternity  leave.  Solely for purposes of determining whether the
Employee  incurs a Break in  Service  under  any  provision  of this  Plan,  the
Advisory  Committee  must credit Hours of Service  during an  Employee's  unpaid
absence  period due to  maternity  or paternity  leave.  The Advisory  Committee
considers an Employee on maternity or paternity leave if the Employee's  absence
is due to the  Employee's  pregnancy,  the birth of the  Employee's  child,  the
placement with the Employee of an adopted  child,  or the care of the Employee's
child  immediately  following  the  child's  birth or  placement.  The  Advisory
Committee  credits  Hours of Service  under this  paragraph  on the basis of the
number of Hours of Service the Employee would receive if he were paid during the
absence  period or, if the Advisory  Committee  cannot  determine  the number of
Hours of Service the  Employee  would  receive,  on the basis of 8 hours per day
during the absence  period.  The Advisory  Committee will credit only the number
(not exceeding 501) of Hours of Service necessary to prevent an Employee's Break
in Service.  The Advisory  Committee  credits all Hours of Service  described in
this paragraph to the computation  period in which the absence period begins or,
if the  Employee  does not need  these  Hours of  Service  to prevent a Break in
Service  in the  computation  period in which his  absence  period  begins,  the
Advisory  Committee credits these Hours of Service to the immediately  following
computation period.

     1.25  "Disability"  means the Participant,  because of a physical or mental
disability,  will be unable to perform the duties of his  customary  position of
employment (or is unable to engage in any substantial  gainful  activity) for an
indefinite  period  which  the  Advisory  Committee  considers  will  be of long
continued  duration.  A Participant  also is disabled if he incurs the permanent
loss or loss of use of a member  or  function  of the  body,  or is  permanently
disfigured,  and  incurs  a  Separation  from  Service.  The  Plan  considers  a
Participant   disabled  on  the  date  the  Advisory  Committee  determines  the
Participant  satisfies the definition of disability.  The Advisory Committee may
require a Participant  to submit to a physical  examination  in order to confirm
disability.  The Advisory  Committee  will apply the  provisions of this Section
1.25 in a nondiscriminatory, consistent and uniform manner.

     1.26 "Service for Predecessor Employer". If the Employer maintains the plan
of a  predecessor  employer,  the Plan treats  service of the Employee  with the
predecessor employer as service with the Employer.  In addition to credit with a
predecessor  employer as set forth in the preceding  sentence,  the Plan credits
service for  participation  purposes  under Section 2.01 only with the following
predecessor  employers:  those  employers  in the same  industry  sector  as the
Employer or any related Employer.



<PAGE>


     1.27  "Related  Employers".  A  related  group  is a  controlled  group  of
corporations  (as defined in Code ss.414(b)),  trades or businesses  (whether or
not incorporated)  which are under common control (as defined in Code ss.414(c))
or an  affiliated  service  group  (as  defined  in  Code  ss.414(m)  or in Code
ss.414(o)).  If the Employer is a member of a related group, the term "Employer"
includes the related group  members for purposes of crediting  Hours of Service,
determining  Years of Service  and Breaks in Service  under  Articles  II and V,
applying the  limitations on allocations in Part 2 of Article III,  applying the
top heavy rules and the minimum  allocation  requirements  of Article  III,  the
definitions of Employee,  Highly Compensated  Employee,  Compensation and Leased
Employee,  and for any other purpose  required by the applicable Code section or
by a Plan  provision.  However,  only an Employer  described in Section 1.02 may
contribute to the Plan and only an Employee employed by an Employer described in
Section  1.02 is  eligible  to  participate  in this Plan.  For Plan  allocation
purposes,  "Compensation" does not include Compensation  received from a related
employer not participating in this Plan.

     1.28 "Leased  Employees".  The Plan treats a Leased Employee as an Employee
of the Employer.  A Leased  Employee is an individual  (who  otherwise is not an
Employee  of the  Employer)  who,  pursuant to a leasing  agreement  between the
Employer and any other person,  has performed  services for the Employer (or for
the Employer and any persons  related to the Employer within the meaning of Code
ss.144(a)(3)) on a substantially full time basis for at least one year, and such
services are performed  under the primary  direction or control of the Employer.
If a Leased  Employee is treated as an Employee by reason of this Section  1.28,
"Compensation"  includes  Compensation  from the leasing  organization  which is
attributable to services performed for the Employer.

(A) Safe harbor plan exception.  The Plan does not treat a Leased Employee as an
Employee if the leasing  organization  covers the employee in a safe harbor plan
and, prior to application of this safe harbor plan exception, 20% or less of the
Employer's  Employees  (other  than  Highly  Compensated  Employees)  are Leased
Employees.  A safe  harbor  plan  is a money  purchase  pension  plan  providing
immediate  participation,  full  and  immediate  vesting,  and  a  nonintegrated
contribution  formula  equal  to at  least  10% of the  employee's  compensation
without regard to employment by the leasing  organization  on a specified  date.
The safe  harbor  plan  must  determine  the 10%  contribution  on the  basis of
compensation as defined in Code  ss.415(c)(3)  plus elective  contributions  (as
defined in Section 1.10).

(B) Other requirements. The Advisory Committee must apply this Section 1.28 in a
manner consistent with Code  ss.ss.414(n) and 414(o) and the regulations  issued
under  those  Code  sections.  The  Advisory  Committee  will  reduce  a  Leased
Employee's  allocation of Employer  contributions  under this Plan by the Leased
Employee's  allocation  under the leasing  organization's  plan, but only to the
extent that allocation is attributable to the Leased Employee's service provided
to the Employer.



<PAGE>


     1.29  "Determination  of Top  Heavy  Status".  If  this  Plan  is the  only
qualified plan maintained by the Employer, the Plan is top heavy for a Plan Year
if the top heavy ratio as of the  Determination  Date exceeds 60%. The top heavy
ratio is a fraction,  the  numerator of which is the sum of the present value of
Accrued  Benefits  of all Key  Employees  as of the  Determination  Date and the
denominator of which is a similar sum determined for all Employees. The Advisory
Committee  must include in the top heavy ratio,  as part of the present value of
Accrued  Benefits,  any contribution not made as of the  Determination  Date but
includible  under  Code  ss.416 and the  applicable  Treasury  regulations,  and
distributions made within the Determination  Period. The Advisory Committee must
calculate  the  top  heavy  ratio  by  disregarding  the  Accrued  Benefit  (and
distributions,  if any, of the Accrued  Benefit) of any Non-Key Employee who was
formerly a Key Employee,  and by  disregarding  the Accrued  Benefit  (including
distributions,  if any, of the Accrued  Benefit)  of an  individual  who has not
received  credit for at least one Hour of Service with the  Employer  during the
Determination Period. The Advisory Committee must calculate the top heavy ratio,
including the extent to which it must take into account distributions, rollovers
and transfers,  in accordance  with Code ss.416 and the  regulations  under that
Code section.

     If the Employer  maintains other  qualified  plans  (including a simplified
employee pension plan), or maintained another such plan which now is terminated,
this Plan is top heavy only if it is part of the Required Aggregation Group, and
the top heavy ratio for the Required  Aggregation  Group and for the  Permissive
Aggregation  Group,  if any,  each  exceeds 60%.  The  Advisory  Committee  will
calculate  the top  heavy  ratio in the same  manner  as  required  by the first
paragraph  of this  Section  1.29,  taking  into  account  all plans  within the
Aggregation  Group. To the extent the Advisory  Committee must take into account
distributions   to  a   Participant,   the  Advisory   Committee   must  include
distributions  from a terminated plan which would have been part of the Required
Aggregation  Group  if it were  in  existence  on the  Determination  Date.  The
Advisory  Committee will  calculate the present value of Accrued  Benefits under
defined benefit plans or simplified  employee  pension plans included within the
group  in  accordance  with  the  terms  of those  plans,  Code  ss.416  and the
regulations under that Code section.  If a Participant in a defined benefit plan
is a Non-Key Employee, the Advisory Committee will determine his Accrued Benefit
under the accrual method,  if any, which is applicable  uniformly to all defined
benefit plans  maintained by the Employer or, if there is no uniform method,  in
accordance  with the slowest  accrual rate permitted  under the fractional  rule
accrual method described in Code ss.411(b)(1)(C). To calculate the present value
of benefits from a defined  benefit plan,  the Advisory  Committee  will use the
actuarial  assumptions  (interest and mortality only)  prescribed by the defined
benefit plan(s) to value benefits for top heavy purposes.  If an aggregated plan
does not have a valuation  date  coinciding  with the  Determination  Date,  the
Advisory  Committee must value the Accrued Benefits in the aggregated plan as of
the most recent valuation date falling within the twelve-month  period ending on
the  Determination   Date,  except  as  Code  ss.416  and  applicable   Treasury
regulations  require  for the first and  second  plan year of a defined  benefit
plan.  The Advisory  Committee will calculate the top heavy ratio with reference
to the Determination Dates that fall within the same calendar year.


<PAGE>

    Definitions. For purposes of applying the provisions of this Section 1.29:

          (a) "Key Employee" means, as of any  Determination  Date, any Employee
          or former Employee (or Beneficiary of such Employee) who, for any Plan
          Year in the  Determination  Period:  (i) has Compensation in excess of
          50% of the dollar amount prescribed in Code ss.415(b)(1)(A)  (relating
          to defined benefit plans) and is an officer of the Employer;  (ii) has
          Compensation  in  excess  of the  dollar  amount  prescribed  in  Code
          ss.415(c)(1)(A) (relating to defined contribution plans) and is one of
          the Employees owning the ten largest interests in the Employer;  (iii)
          is a more  than 5% owner of the  Employer;  or (iv) is a more  than 1%
          owner of the Employer and has Compensation of more than $150,000.  The
          constructive ownership rules of Code ss.318 (or the principles of that
          section,  in the case of an  unincorporated  Employer,)  will apply to
          determine ownership in the Employer. The number of officers taken into
          account  under  clause (i) will not exceed the  greater of 3 or 10% of
          the total number (after application of the Code ss.414(q)  exclusions)
          of  Employees,  but no more than 50 officers.  The Advisory  Committee
          will make the  determination  of who is a Key  Employee in  accordance
          with Code ss.416(i)(1) and the regulations under that Code section.

          (b) "Non-Key Employee" is an employee who does not meet the definition
          of Key Employee.

          (c) "Compensation" means Compensation as determined under Section 1.07
          for purposes of identifying Highly Compensated Employees.

          (d) "Required Aggregation Group" means: (1) each qualified plan of the
          Employer in which at least one Key Employee  participates  at any time
          during the Determination  Period;  and (2) any other qualified plan of
          the Employer  which enables a plan described in clause (1) to meet the
          requirements of Code ss.401(a)(4) or of Code ss.410.

          (e) "Permissive  Aggregation Group" is the Required  Aggregation Group
          plus any other qualified plans maintained by the Employer, but only if
          such group would  satisfy in the aggregate  the  requirements  of Code
          ss.401(a)(4) and of Code ss.410. The Advisory Committee will determine
          the Permissive Aggregation Group.

          (f)  "Employer"  means  the  Employer  that  adopts  this Plan and any
          related employers described in Section 1.27.

          (g)  "Determination  Date" for any Plan Year is the Accounting Date of
          the preceding  Plan Year or, in the case of the first Plan Year of the
          Plan,  the  Accounting  Date of that  Plan  Year.  The  "Determination
          Period" is the 5 year period ending on the Determination Date.

     1.30  "Disqualified  Person"  shall have the meaning  ascribed to that term
under Code ss.4975(e)(2).

     1.31 "Employer  Securities"  means (a) common stock issued by the Employer,
or  by a  corporation  which  is a  member  of  the  same  controlled  group  of
corporations,  readily tradable on an established securities market. If there is
no common stock which meets the  requirement of (a),  above,  the term "Employer
Securities"  means (b) common stock issued by the Employer,  or by a corporation
which is a member of the same controlled  group,  having a combination of voting
power and dividend rights equal to or in excess of --

          (i) that class of common  stock of the  Employer (or of any other such
          corporation) having the greatest voting power; and



<PAGE>


          (ii) that class of common  stock of the Employer (or of any other such
          corporation) having the greatest dividend rights.

     Noncallable preferred stock shall be treated as Employer Securities if such
stock is convertible at any time into stock which meets the  requirements of (a)
or  (b),  above,  whichever  is  applicable,  and  if  such  conversion  is at a
conversion  price which is reasonable.  For purposes of the preceding  sentence,
under regulations prescribed by the Secretary,  preferred stock shall be treated
as  noncallable if after the call there will be a reasonable  opportunity  for a
conversion which meets the requirements of the preceding sentence.

     1.32 "Exempt Loan" means a loan made to this Plan by a Disqualified Person,
or a loan to this Plan which a Disqualified Person guarantees, provided the loan
satisfies the requirements of Treas. Reg.ss.54.4975-7(b).

     1.33 "Leveraged  Employer  Securities" mean Employer Securities acquired by
the Trust with the proceeds of an Exempt Loan and which  satisfy the  definition
of "qualifying employer securities" under Code ss.4975(e)(8).

     1.34  "Qualified  Military  Service"  means any  service  in the  uniformed
services  (as  defined  in Chapter 43 of Title 38,  United  States  Code) by any
individual  if such  individual  is entitled to  reemployment  rights under such
chapter with respect to such service.

                          * * * * * * * * * * * * * * *


<PAGE>


                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

     2.01 ELIGIBILITY. Each Employee (other than an Excluded Employee) becomes a
Participant  in the  Plan on the Plan  Entry  Date (if  employed  on that  date)
immediately following the later of his Employment  Commencement Date or the date
he  attains  age 21.  Plan Entry  Date  means the  Effective  Date and the first
business day of each month.  Each Employee who was a Participant  in the Plan on
the day before the Effective Date of this  amendment  continues as a Participant
in the Plan.

     An Employee is an Excluded Employee if he is a Leased Employee.

     If a Participant  has not incurred a Separation from Service but becomes an
Excluded  Employee,  then  during the period such a  Participant  is an Excluded
Employee,  the Advisory Committee will limit that  Participant's  sharing in the
allocation of Employer contributions and Participant forfeitures,  if any, under
the Plan by  disregarding  his  Compensation  paid by the  Employer for services
rendered in his capacity as an Excluded Employee. However, during such period of
exclusion,  the  Participant,   without  regard  to  employment  classification,
continues to receive  credit for vesting  under Article V for each included Year
of Service and the Participant's  Account continues to share fully in Trust Fund
allocations under Section 9.11.

     2.02 YEAR OF SERVICE - PARTICIPATION. Effective for the Plan Year beginning
February  1,  1998,  the  Plan  no  longer   requires  a  Year  of  Service  for
participation.

     2.03 BREAK IN SERVICE - PARTICIPATION. For purposes of participation in the
Plan, the Plan does not apply any Break in Service rule.

     2.04 PARTICIPATION UPON RE-EMPLOYMENT.  A Participant whose employment with
the Employer  terminates  will re-enter the Plan as a Participant on the date of
his reemployment.  An Employee who satisfies the Plan's  eligibility  conditions
but who terminates  employment with the Employer prior to becoming a Participant
will become a Participant  on the later of the Plan Entry Date on which he would
have  entered  the  Plan  had he not  terminated  employment  or the date of his
reemployment.  Any Employee who  terminates  employment  prior to satisfying the
Plan's  eligibility  conditions  becomes a Participant  in  accordance  with the
provisions of Section 2.01.

                          * * * * * * * * * * * * * * *


<PAGE>


                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

Part 1. Amount of Employer  Contributions  and Plan  Allocations:  Sections 3.01
through 3.06
        
     3.01 AMOUNT.  For each Plan Year, the Employer will contribute to the Trust
the amount which the Employer may from time to time deem advisable. The Employer
may  contribute  to this Plan  irrespective  of whether it has net profits.  The
Employer  intends  the  Plan to be an  employee  stock  ownership  plan  for all
purposes of the Code. The Employer may not make a contribution  to the Trust for
any Plan Year to the  extent the  contribution  would  exceed the  Participants'
Maximum Permissible Amounts. See Part 2 of this Article III.

     The Employer  contributes to this Plan on the condition its contribution is
not due to a mistake  of fact and the  Revenue  Service  will not  disallow  the
deduction  for its  contribution.  The Trustee,  upon  written  request from the
Employer,  must return to the Employer the amount of the Employer's contribution
made  by the  Employer  by  mistake  of  fact or the  amount  of the  Employer's
contribution  disallowed as a deduction under Code ss.404.  The Trustee will not
return any portion of the Employer's  contribution  under the provisions of this
paragraph more than one year after:

     (a) The Employer made the contribution by mistake of fact; or

     (b) The disallowance of the contribution as a deduction,  and then, only to
     the extent of the disallowance.

     The  Trustee  will not  increase  the amount of the  Employer  contribution
returnable  under  this  Section  3.01  for  any  earnings  attributable  to the
contribution, but the Trustee will decrease the Employer contribution returnable
for any losses  attributable  to it. The Trustee  may  require  the  Employer to
furnish it whatever  evidence the Trustee deems  necessary to enable the Trustee
to confirm  the amount the  Employer  has  requested  be  returned  is  properly
returnable under ERISA.

     3.02  DETERMINATION  OF  CONTRIBUTION.  The  Employer,  from  its  records,
determines the amount of any  contributions  to be made by it to the Trust under
the terms of the Plan.

     3.03 TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay its contribution
for each Plan Year in one or more installments  without  interest.  The Employer
must make its contribution to the Plan within the time prescribed by the Code or
applicable  Treasury  regulations.  Subject to the consent of the  Trustee,  the
Employer may make its contribution in property (including  Employer  Securities)
rather than cash,  provided  the  contribution  of property is not a  prohibited
transaction under the Code or under ERISA.

<PAGE>


    3.04 CONTRIBUTION ALLOCATION.

(A) Method of Allocation.  The Advisory  Committee will allocate and credit each
annual  Employer  contribution  (and  Participant  forfeitures,  if  any) to the
Account of each  Participant  who satisfies the  conditions of Section 3.06. The
Advisory  Committee  will  allocate  the  annual  Employer   contributions  (and
Participant forfeitures) in the same ratio that each Participant's  Compensation
for the Plan Year bears to the total  Compensation of all  Participants  for the
Plan Year.

(B) Top Heavy Minimum Allocation.

     (1) Minimum Allocation. If the Plan is top heavy in any Plan Year:

                  (a) Each  Non-Key  Employee  who is a  Participant  and by the
                  Employer  on the last day of the Plan Year will  receive a top
                  heavy minimum  allocation for that Plan Year,  irrespective of
                  whether  he  satisfies  the Hours of Service  condition  under
                  Section 3.06; and

                  (b) The top heavy  minimum  allocation  is the lesser of 3% of
                  the Non-Key  Employee's  Compensation for the Plan Year or the
                  highest  contribution rate for the Plan Year made on behalf of
                  any Key Employee.

     (2) Special Definitions. Effective for Plan Years beginning before February
     1, 1998, for purposes of clause (1)(b),  "Compensation"  means Compensation
     as defined in Section  1.10,  except:  (i)  Compensation  does not  include
     elective  contributions;  (ii) any exclusions from Compensation (other than
     the exclusion of elective  contributions  and the  exclusions  described in
     paragraphs  (a), (b), (c) and (d) of Section 1.10) do not apply;  and (iii)
     the Advisory  Committee must take into account  Compensation for the entire
     Plan Year. Effective for Plan Years beginning on or after February 1, 1998,
     for purposes of clause (1)(b), "Compensation" means Compensation as defined
     in Section 1.10, except:  (i) any exclusions from Compensation  (other than
     the  exclusions  described in  paragraphs  (a), (b), (c) and (d) of Section
     1.10) do not apply; and (ii) the Advisory  Committee must take into account
     Compensation for the entire Plan Year.

     (3) Determining Contribution Rates. For purposes of this Section 3.04(B), a
     Participant's  contribution rate is the sum of Employer  contributions (not
     including  Employer  contributions  to  Social  Security)  and  forfeitures
     allocated  to the  Participant's  Account for the Plan Year  divided by his
     Compensation for the entire Plan Year. However,  for purposes of satisfying
     a Participant's top heavy minimum  allocation in Plan Years beginning after
     December 31, 1988, a Participant's  contribution  rate does not include any
     elective  contributions under a Code ss.401(k) arrangement nor any Employer
     matching   contributions   necessary   to  satisfy  the   nondiscrimination
     requirements  of  Code  ss.401(k)  or of Code  ss.401(m).  To  determine  a
     Participant's  contribution  rate,  the Advisory  Committee  must treat all
     qualified top heavy defined  contribution  plans maintained by the Employer
     (or by any related Employers described in Section 1.27) as a single plan.



<PAGE>


     (4) No  Allocations.  If,  for a Plan  Year,  there are no  allocations  of
     Employer  contributions or forfeitures for any Key Employee,  the Plan does
     not require any top heavy minimum  allocation  for the Plan Year,  unless a
     top heavy minimum  allocation  applies  because of the  maintenance  by the
     Employer of more than one plan.

     (5)  Method of  Compliance.  The Plan will  satisfy  the top heavy  minimum
     allocation  in  accordance  with  this  Section  3.04(B)(5).  The  Advisory
     Committee first will allocate the Employer  contributions  (and Participant
     forfeitures,  if any) for the Plan Year in accordance  with the  allocation
     formula  under  Section  3.04(A).  The  Employer  then will  contribute  an
     additional  amount for the Account of any  Participant  entitled under this
     Section  3.04(B) to a top heavy minimum  allocation and whose  contribution
     rate for the Plan Year, under this Plan and any other plan aggregated under
     paragraph  (3),  is  less  than  the  top  heavy  minimum  allocation.  The
     additional  amount is the amount  necessary to increase  the  Participant's
     contribution  rate  to the  top  heavy  minimum  allocation.  The  Advisory
     Committee will allocate the additional  contribution  to the Account of the
     Participant on whose behalf the Employer makes the contribution.

          3.05  FORFEITURE  ALLOCATION.  The amount of a  Participant's  Accrued
     Benefit  forfeited under the Plan is a Participant  forfeiture.  Subject to
     any  restoration  allocation  required  under  Section  9.14,  the Advisory
     Committee will allocate a Participant forfeiture in accordance with Section
     3.04, as an Employer contribution for the Plan Year in which the forfeiture
     occurs,  as if the  Participant  forfeiture  were  an  additional  Employer
     contribution  for that Plan Year.  The Advisory  Committee will continue to
     hold the undistributed,  non-vested  portion of a terminated  Participant's
     Accrued  Benefit in his Account  solely for his benefit  until a forfeiture
     occurs at the time specified in Section 5.09, or, if applicable,  until the
     time  specified in Section 9.14.  Except as provided  under Section 5.04, a
     Participant will not share in the allocation of a forfeiture of any portion
     of his  Accrued  Benefit.  In making a  forfeiture  allocation  under  this
     Section 3.05,  the Advisory  Committee,  must base  forfeitures of Employer
     Securities upon the fair market value of the Employer  Securities as of the
     Accounting Date of the forfeitures.

     3.06 ACCRUAL OF BENEFIT.  The Advisory Committee will determine the accrual
of benefit (Employer contributions and Participant  forfeitures) on the basis of
the Plan Year.

(A) Compensation Taken Into Account. In allocating an Employer contribution to a
Participant's   Account,   the  Advisory  Committee,   except  for  purposes  of
determining the top heavy minimum contribution under Section 3.04(B),  will take
into account only the  Compensation  determined for the portion of the Plan Year
in which the Employee actually is a Participant.

(B) Hours of Service Requirement. Effective for the Plan Year beginning February
1,  1998,  a  Participant  no  longer  has to meet a service  requirement  to be
eligible to share in the allocation of Employer  contributions  and  Participant
forfeitures.


<PAGE>

(C) Suspension of Accrual Requirements. Reserved.
Part 2.  Limitations on Allocations: Sections 3.07 and 3.08

     3.07  LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS'  ACCOUNTS.  The amount of
Annual Additions which the Advisory  Committee may allocate under this Plan on a
Participant's   behalf  for  a  Limitation  Year  may  not  exceed  the  Maximum
Permissible Amount. If the amount the Employer otherwise would contribute to the
Participant's  Account would cause the Annual  Additions for the Limitation Year
to exceed the Maximum Permissible Amount, the Employer will reduce the amount of
its  contribution so the Annual Additions for the Limitation Year will equal the
Maximum Permissible Amount. If an allocation of Employer contributions, pursuant
to Section  3.04,  would result in an Excess Amount (other than an Excess Amount
resulting  from  the   circumstances   described  in  Section  3.07(B))  to  the
Participant's  Account, the Advisory Committee will reallocate the Excess Amount
to the  remaining  Participants  who are eligible for an  allocation of Employer
contributions  for the Plan Year in which the Limitation Year ends. The Advisory
Committee  will make this  reallocation  on the basis of the  allocation  method
under the Plan as if the Participant  whose Account  otherwise would receive the
Excess Amount is not eligible for an allocation of Employer contributions.

(A) Estimation of Compensation.  Prior to the determination of the Participant's
actual  Compensation for a Limitation Year, the Advisory Committee may determine
the  Maximum  Permissible  Amount  on the basis of the  Participant's  estimated
annual  Compensation for such Limitation Year. The Advisory  Committee must make
this  determination  on a  reasonable  and  uniform  basis for all  Participants
similarly   situated.   The   Advisory   Committee   must  reduce  any  Employer
contributions  (including  any  allocation  of  forfeitures)  based on estimated
annual  Compensation by any Excess Amount carried over from prior years. As soon
as is  administratively  feasible  after  the end of the  Limitation  Year,  the
Advisory  Committee  will  determine  the  Maximum  Permissible  Amount for such
Limitation Year on the basis of the Participant's  actual  Compensation for such
Limitation Year.

(B) More Than One Plan. If the Advisory Committee  allocated an Excess Amount to
a Participant's  Account on an allocation date of this Plan which coincides with
an  allocation  date of another  defined  contribution  plan  maintained  by the
Employer, the Excess Amount attributed to this Plan will be the product of:

     (a) The total Excess Amount allocated as of such date (including any amount
     which the Advisory  Committee  would have allocated but for the limitations
     of Codess.415); times

     (b) The ratio of (i) the amount  allocated  to the  Participant  as of such
     date under this Plan divided by (ii) the total amount  allocated as of such
     date under all qualified defined  contribution  plans  (determined  without
     regard to the limitations of Codess.415).

(C) Disposition of Excess Amount. If, pursuant to Section 3.07(A), or because of
the  allocation  of  forfeitures,  there is an Excess  Amount with  respect to a
Participant for a Limitation  Year, the Advisory  Committee will dispose of such
Excess Amount as follows:


<PAGE>


     (a) The Advisory Committee will return any nondeductible voluntary Employee
     contributions  to the Participant to the extent the return would reduce the
     Excess Amount.

     (b) If,  after the  application  of paragraph  (a), an Excess  Amount still
     exists,  and the Plan covers the  Participant  at the end of the Limitation
     Year, then the Advisory  Committee will use the Excess  Amount(s) to reduce
     future  Employer  contributions  (including any allocation of  forfeitures)
     under  the  Plan  for the next  Limitation  Year  and for  each  succeeding
     Limitation Year, as is necessary, for the Participant.  The Participant may
     elect to limit his  Compensation  for  allocation  purposes  to the  extent
     necessary to reduce his allocation  for the Limitation  Year to the Maximum
     Permissible Amount and eliminate the Excess Amount.

     (c) If,  after the  application  of paragraph  (a), an Excess  Amount still
     exists,  and the Plan  does not  cover  the  Participant  at the end of the
     Limitation  Year,  then the Advisory  Committee will hold the Excess Amount
     unallocated in a suspense  account.  The Advisory  Committee will apply the
     suspense account to reduce Employer Contributions  (including allocation of
     forfeitures)  for all remaining  Participants in the next Limitation  Year,
     and in each succeeding  Limitation Year if necessary.  Neither the Employer
     nor any  Employee may  contribute  to the Plan for any  Limitation  Year in
     which the Plan is unable to allocate  fully a suspense  account  maintained
     pursuant to this paragraph (c).

     (d) The Advisory  Committee  will not  distribute  any Excess  Amount(s) to
     Participants or to former Participants.

     3.08  DEFINITIONS - ARTICLE III. For purposes of Article III, the following
terms mean:
          
     (a)  "Annual  Addition" - The sum of the  following  amounts  allocated  on
     behalf  of  a  Participant   for  a  Limitation   Year:  (i)  all  Employer
     contributions;  (ii) all forfeitures; and (iii) all Employee contributions.
     Except to the extent  provided in Treasury  regulations,  Annual  Additions
     include excess contributions described in Code ss.401(k),  excess aggregate
     contributions described in Code ss.401(m) and excess deferrals described in
     Code ss.402(g),  irrespective  of whether the plan  distributes or forfeits
     such excess amounts. Annual Additions also include Excess Amounts reapplied
     to reduce  Employer  contributions  under Section 3.07.  Amounts  allocated
     after March 31, 1984, to an individual  medical account (as defined in Code
     ss.415(l)(2))  included as part of a defined benefit plan maintained by the
     Employer  are  Annual  Additions.  Furthermore,  Annual  Additions  include
     contributions  paid or accrued after  December 31, 1985,  for taxable years
     ending after December 31, 1985,  attributable  to  post-retirement  medical
     benefits allocated to the separate account of a key employee (as defined in
     Code  ss.419A(d)(3))  under a  welfare  benefit  fund (as  defined  in Code
     ss.419(e)) maintained by the Employer,  but only for purposes of the dollar
     limitation applicable to the Maximum Permissible Amount.



<PAGE>


     "Annual Additions" do not include any Employer contributions applied by the
     Advisory Committee (not later than the due date, including extensions,  for
     filing the  Employer's  Federal income tax return for the Plan Year) to pay
     interest  (charged to a  Participant's  Account) on an Exempt Loan, and any
     Leveraged  Employer   Securities  the  Advisory   Committee   allocates  as
     forfeitures; provided however, the provisions of this sentence do not apply
     in a Limitation Year for which the Advisory  Committee  allocates more than
     one-third (1/3) of the Employer  contributions applied to pay principal and
     interest on an Exempt Loan to Highly Compensated Employee-Participants. The
     Advisory Committee may reallocate the Employer  contributions in accordance
     with   Section   3.04   to   the   Accounts   of   non-Highly   Compensated
     Employee-Participants  to the extent  necessary  in order to  satisfy  this
     special limitation.

     (b) "Compensation" -

          (1) For Plan Years beginning  before February 1, 1998, for purposes of
     applying the  limitations  of Part 2 of this  Article  III,  "Compensation"
     means Compensation as defined in Section 1.10, except Compensation does not
     include elective  contributions and any exclusion from Compensation  (other
     than the exclusion of elective  contributions and the exclusions  described
     in paragraphs (a), (b), (c) and (d) of Section 1.10) does not apply.

          (2) For  Plan  Years  beginning  on or after  February  1,  1998,  for
     purposes of  applying  the  limitations  of Part 2 with this  Article  III,
     "Compensation"  means  Compensation as defined in Section 1.10,  except any
     exclusion from Compensation (such as the exclusions described in paragraphs
     (a), (b), (c) and (d) of Section 1.10) does not apply.

     (c)  "Maximum  Permissible  Amount" - The  lesser of (i)  $30,000  (or such
     larger amount as may be determined by the Secretary of Treasury pursuant to
     Code  ss.415(d)),  or (ii) 25% of the  Participant's  Compensation  for the
     Limitation Year. If there is a short Limitation Year because of a change in
     Limitation   Year,  the  Advisory   Committee  will  multiply  the  $30,000
     limitation (or larger limitation) by the following fraction:

                  Number of months in the short Limitation Year
                                       12

     (d)  "Employer"  - The  Employer  that  adopts  this  Plan and any  related
     employers  described in Section  1.27.  Solely for purposes of applying the
     limitations  of Part 2 of this Article III,  the  Advisory  Committee  will
     determine  related  employers  described in Section 1.27 by modifying  Code
     ss.ss.414(b) and (c) in accordance with Code ss.415(h).

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



<PAGE>


     (f)  "Limitation  Year"  - The  Plan  Year.  If  the  Employer  amends  the
     Limitation  Year  to a  different  12  consecutive  month  period,  the new
     Limitation  Year must begin on a date within the Limitation  Year for which
     the Employer makes the amendment, creating a short Limitation Year.

     (g) "Defined  Contribution  plan" - A retirement plan which provides for an
     individual  account for each  participant  and for benefits based solely on
     the  amount  contributed  to the  participant's  account,  and any  income,
     expenses,  gains and  losses,  and any  forfeitures  of  accounts  of other
     participants which the plan may allocate to such participant's account. The
     Advisory  Committee must treat all defined  contribution  plans (whether or
     not terminated) maintained by the Employer as a single plan.

                          * * * * * * * * * * * * * * *


<PAGE>


                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

     4.01  PARTICIPANT  VOLUNTARY  CONTRIBUTIONS.  The Plan does not  permit nor
require Participant voluntary contributions.

     4.02  PARTICIPANT   ROLLOVER   CONTRIBUTION.   The  Plan  does  not  permit
Participant rollover contributions. 

                          * * * * * * * * * * * * * * *


<PAGE>


                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

     5.01 NORMAL  RETIREMENT  AGE. A Participant's  Normal  Retirement Age is 55
years  of  age.  A   Participant's   Accrued   Benefit   derived  from  Employer
contributions  is 100%  Nonforfeitable  upon  and  after  his  attaining  Normal
Retirement Age (if employed by the Employer on or after that date).

     5.02  PARTICIPANT  DISABILITY OR DEATH. If a Participant's  employment with
the Employer  terminates as a result of death or disability,  the  Participant's
Accrued Benefit derived from Employer contributions will be 100% Nonforfeitable.

     5.03 VESTING SCHEDULE.

(A) Vesting  Schedule.  Except as provided in Sections  5.01 and 5.02,  for each
Year of  Service,  a  Participant's  Nonforfeitable  percentage  of his  Accrued
Benefit  derived  from  Employer  contributions  equals  the  percentage  in the
following vesting schedule:

                                                        Percent of
        Years of Service                              Nonforfeitable
        With the Employer                            Accrued Benefit

        Less than 3.......................................None
             3.............................................20%
             4.............................................40%
             5.............................................60%
             6.............................................80%
             7 or more....................................100%

(B) Special Vesting Schedule.  If the Trustee makes a distribution (other than a
cash-out   distribution   described  in  Section  5.04)  to  a  partially-vested
Participant,  and the Participant has not incurred a Forfeiture Break in Service
at the relevant time, the Advisory  Committee will establish a separate  Account
for the  Participant's  Accrued  Benefit.  At any relevant  time  following  the
distribution,   the  Advisory   Committee  will   determine  the   Participant's
Nonforfeitable Accrued Benefit derived from Employer contributions in accordance
with the following formula: P(AB + (R x D)) - (R x D).



<PAGE>


     To apply this formula, "P" is the Participant's  current vesting percentage
at the relevant time, "AB" is the Participant's Employer-derived Accrued Benefit
at  the  relevant  time,  "R"  is  the  ratio  of  "AB"  to  the   Participant's
Employer-derived  Accrued Benefit immediately following the earlier distribution
and "D" is the amount of the earlier  distribution.  If, under a restated  Plan,
the Plan has made  distribution to a  partially-vested  Participant prior to its
restated  Effective  Date and is  unable  to apply the  cash-out  provisions  of
Section  5.04 to that prior  distribution,  this  special  vesting  formula also
applies to that Participant's remaining Account.

     5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED  ACCRUED  BENEFIT.  If,  pursuant  to Article  VI, a  partially-vested
Participant receives a cash-out distribution before he incurs a Forfeiture Break
in Service (as defined in Section 5.08), the cash-out  distribution  will result
in an immediate forfeiture of the nonvested portion of the Participant's Accrued
Benefit   derived   from   Employer   contributions.   See   Section   5.09.   A
partially-vested  Participant is a Participant whose  Nonforfeitable  Percentage
determined  under Section 5.03 is less than 100%. A cash-out  distribution  is a
distribution  of the entire  present value of the  Participant's  Nonforfeitable
Accrued Benefit.

(A) Restoration and Conditions upon Restoration. A partially-vested  Participant
who is re-employed by the Employer after  receiving a cash-out  distribution  of
the  Nonforfeitable  percentage of his Accrued Benefit may repay the Trustee the
amount of the  cash-out  distribution  attributable  to Employer  contributions,
unless the  Participant  no longer has a right to  restoration  by reason of the
conditions of this Section 5.04(A). If a partially-vested  Participant makes the
cash-out  distribution  repayment,  the  Advisory  Committee,   subject  to  the
conditions  of  this  Section   5.04(A),   must  restore  his  Accrued   Benefit
attributable to Employer  contributions  to the same dollar amount as the dollar
amount of his Accrued  Benefit on the Accounting  Date, or other valuation date,
immediately preceding the date of the cash-out distribution,  unadjusted for any
gains or losses occurring subsequent to that Accounting Date, or other valuation
date.  Restoration of the Participant's  Accrued Benefit includes restoration of
all Code ss.411(d)(6)  protected  benefits with respect to that restored Accrued
Benefit,  in  accordance  with  applicable  Treasury  regulations.  The Advisory
Committee  will not restore a re-employed  Participant's  Accrued  Benefit under
this paragraph if:

          (1) 5 years have elapsed since the Participant's  first  re-employment
          date with the Employer following the cash-out distribution; or

          (2) The Participant incurred a Forfeiture Break in Service (as defined
          in Section 5.08). This condition also applies if the Participant makes
          repayment within the Plan Year in which he incurs the Forfeiture Break
          in Service  and that  Forfeiture  Break in Service  would  result in a
          complete  forfeiture  of the amount the Advisory  Committee  otherwise
          would restore.

(B) Time and Method of Restoration.  If neither of the two conditions preventing
restoration of the Participant's Accrued Benefit applies, the Advisory Committee
will restore the  Participant's  Accrued  Benefit as of the Plan Year Accounting
Date  coincident  with or immediately  following the  repayment.  To restore the
Participant's Accrued Benefit, the Advisory Committee,  to the extent necessary,
will allocate to the Participant's Account:

          (1) First, the amount, if any, of Participant forfeitures the Advisory
          Committee would otherwise allocate under Section 3.05;



<PAGE>


          (2) Second,  the amount,  if any, of the Trust Fund net income or gain
          for the Plan Year; and

          (3) Third,  the Employer  contribution for the Plan Year to the extent
          made under a discretionary formula.

     To the  extent  the  amounts  described  in  clauses  (1),  (2) and (3) are
insufficient to enable the Advisory Committee to make the required  restoration,
the Employer must contribute,  without regard to any requirement or condition of
Section 3.01, the additional  amount necessary to enable the Advisory  Committee
to make the required  restoration.  If, for a particular Plan Year, the Advisory
Committee  must  restore  the  Accrued  Benefit  of more  than  one  re-employed
Participant, then the Advisory Committee will make the restoration allocation(s)
to each such  Participant's  Account in the same proportion that a Participant's
restored amount for the Plan Year bears to the restored amount for the Plan Year
of all  re-employed  Participants.  The  Advisory  Committee  will not take into
account the  allocation  under this Section 5.04 in applying the  limitation  on
allocations under Part 2 of Article III.

     5.05  SEGREGATED  ACCOUNT FOR REPAID  AMOUNT.  The Trustee shall invest the
cash-out amount the Participant  has repaid in a segregated  Account  maintained
solely  for  that  Participant.  The  Trustee  must  invest  the  amount  in the
Participant's  segregated  Account in Federally insured interest bearing savings
account(s)  or time  deposit(s)  (or a combination  of both),  or in other fixed
income  investments.  Until commingled with the balance of the Trust Fund on the
date the  Advisory  Committee  directs,  the  Participant's  segregated  Account
remains a part of the Trust,  but it alone  shares in any income it earns and it
alone bears any expense or loss it incurs.  The Advisory  Committee  will direct
the  Trustee  to  repay  to  the  Participant  as  soon  as is  administratively
practicable  the full  amount of the  Participant's  segregated  Account  if the
Advisory  Committee  determines  either of the  conditions  of  Section  5.04(A)
prevents restoration as of the applicable  Accounting Date,  notwithstanding the
Participant's  repayment.  The  Advisory  Committee  shall direct the Trustee to
commingle  the  Participant's  segregated  account with the balance of the Trust
Fund as of the second  Accounting  Date  immediately  following  the date of the
Participant's repayment.

     5.06 YEAR OF SERVICE - VESTING. For purposes of vesting under Section 5.03,
Year of Service means any Plan Year during which an Employee  completes not less
than 1,000 Hours of Service with the Employer.

     5.07  BREAK IN  SERVICE  -  VESTING.  For  purposes  of this  Article  V, a
Participant  incurs a "Break in  Service"  if  during  any Plan Year he does not
complete more than 500 Hours of Service with the Employer.

     5.08 INCLUDED YEARS OF SERVICE - VESTING.

(A) Included Years of Service.  For purposes of  determining  "Years of Service"
under Section 5.06, the Plan takes into account all Years of Service an Employee
completes with the Employer.


<PAGE>


(B)  Forfeiture  Break  in  Service.  For the  sole  purpose  of  determining  a
Participant's  Nonforfeitable  percentage  of his Accrued  Benefit  derived from
Employer contributions which accrued for his benefit prior to a Forfeiture Break
in Service,  the Plan disregards any Year of Service after the Participant first
incurs a Forfeiture Break in Service.  The Participant incurs a Forfeiture Break
in Service when he incurs 5 consecutive Breaks in Service.

     5.09 FORFEITURE OCCURS. A Participant's  forfeiture, if any, of his Accrued
Benefit derived from Employer contributions occurs under the Plan on the earlier
of:

          (a) The last  day of the Plan  Year in  which  the  Participant  first
          incurs a Forfeiture Break in Service; or

          (b) The date the Participant receives a cash-out distribution.

     The Advisory Committee determines the percentage of a Participant's Accrued
Benefit  forfeiture,  if any, under this Section 5.09 solely by reference to the
vesting  schedule of Section 5.03. A Participant will not forfeit any portion of
his Accrued  Benefit for any other reason or cause except as expressly  provided
by this Section 5.09 or as provided under Section 9.14.

                          * * * * * * * * * * * * * * *


<PAGE>


                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENT OF BENEFITS

     6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.  Unless, pursuant to Section 6.03,
the  Participant  or the  Beneficiary  elects in writing to a different  time or
method of payment,  the Advisory  Committee  will direct the Trustee to commence
distribution  of a  Participant's  Nonforfeitable  Accrued Benefit in accordance
with  this  Section  6.01.  A  Participant  must  consent,  in  writing,  to any
distribution  required  under  this  Section  6.01 if the  present  value of the
Participant's Nonforfeitable Accrued Benefit, at the time of the distribution to
the  Participant,  exceeds $5,000 and the  Participant  has not attained  Normal
Retirement  Age. A  distribution  date under this Article VI,  unless  otherwise
specified  within the Plan,  is the 60th day after the close of the Plan Year or
as soon as  administratively  practicable  following a  distribution  date.  For
purposes of the consent requirements under this Article VI, if the present value
of  the  Participant's  Nonforfeitable  Accrued  Benefit,  at  the  time  of any
distribution,  exceeds  $5,000,  the Advisory  Committee must treat that present
value as exceeding  $5,000 for purposes of all subsequent Plan  distributions to
the Participant.

(A) Separation from Service for a Reason Other Than Death.

     (1) Participant's  Nonforfeitable  Accrued Benefit Not Exceeding $5,000. If
the  Participant's  Separation  from Service is for any reason other than death,
the Advisory  Committee will direct the Trustee to distribute the  Participant's
Nonforfeitable  Accrued  Benefit  in  lump  sum,  as  soon  as  administratively
practicable  following the close of the Plan Year during which the Participant's
Separation  from  Service  occurs,  but in no  event  later  than  the  60th day
following  the close of the Plan Year in which the  Participant  attains  Normal
Retirement Age. If the  Participant  has attained Normal  Retirement Age when he
separates  from Service,  the  distribution  under this  paragraph will occur no
later  than the 60th  day  following  the  close of the Plan  Year in which  the
Participant's Separation from Service occurs.

     (2)  Participant's  Nonforfeitable  Accrued Benefit Exceeds $5,000.  If the
Participant's  Separation  from Service is for any reason other than death,  the
Advisory  Committee  will direct the  Trustee to  distribute  the  Participant's
Nonforfeitable Accrued Benefit at the time elected by the Participant,  pursuant
to Section 6.03. In the absence of an election by the Participant,  the Advisory
Committee will direct the Trustee to distribute the Participant's Nonforfeitable
Accrued Benefit in lump sum on the 60th day following the close of the Plan Year
in which the later of the following events occurs:  (a) the Participant  attains
Normal Retirement Age; or (b) the Participant separates from Service.

     (3) Disability.  If the Participant's Separation from Service is because of
disability,   the  Advisory  Committee  will  direct  the  Trustee  to  pay  the
Participant's   Nonforfeitable  Accrued  Benefit  in  lump  sum,  on  the  first
administratively  practicable distribution date of the first Plan Year beginning
after the  Participant's  Separation  from  Service,  subject  to the notice and
consent  requirements  of  this  Article  VI  and to  the  applicable  mandatory
commencement dates described in Paragraph (1) or in Paragraph (2).


<PAGE>


(B) Required  Beginning Date. If any  distribution  commencement  date described
under  Paragraph  (A) of this  Section  6.01,  either  by Plan  provision  or by
Participant election (or nonelection),  is later than the Participant's Required
Beginning Date, the Advisory  Committee  instead must direct the Trustee to make
distribution  on the  Participant's  Required  Beginning  Date. A  Participant's
Required  Beginning  Date is the later of the April 1 following the close of the
calendar  year in  which  (i) the  Participant  attains  age 70 1/2 or (ii)  the
Participant separates from service;  provided,  however, if the Participant is a
5% or more owner, the Required Beginning Date is the April 1 following the close
of the calendar year in which the said Participant  attains age 70 1/2. However,
Participants,  who are not 5% owners  and who  attain  age 70 1/2 prior to or on
December 31, 1998 while still  employed by the  Employer,  may elect to commence
their required minimum distribution  pursuant to Code ss.401(a)(9).  A mandatory
distribution at the  Participant's  Required  Beginning Date will be in lump sum
unless the  Participant,  pursuant to the provisions of this Article VI, makes a
valid election to receive an alternative form of payment.

(C) Death of the Participant. The Advisory Committee will direct the Trustee, in
accordance  with  this  Section  6.01(C),  to  distribute  to the  Participant's
Beneficiary the  Participant's  Nonforfeitable  Accrued Benefit remaining in the
Trust at the time of the Participant's death.

     (1) Deceased  Participant's  Nonforfeitable Accrued Benefit Does Not Exceed
$5,000.  The  Advisory  Committee  must  direct the  Trustee to  distribute  the
deceased  Participant's  Nonforfeitable  Accrued Benefit in lump sum, as soon as
administratively practicable following the Participant's death or, if later, the
date on which the  Advisory  Committee  receives  notification  of or  otherwise
confirms the Participant's death.

     (2) Deceased  Participant's  Nonforfeitable Accrued Benefit Exceeds $5,000.
The  Advisory  Committee  will direct the  Trustee to  distribute  the  deceased
Participant's  Nonforfeitable  Accrued  Benefit  at the time  and in the  method
elected by the  Participant or, if applicable by the  Beneficiary,  as permitted
under this Article VI. In the absence of an election the Advisory Committee will
direct the Trustee to distribute the Participant's undistributed  Nonforfeitable
Accrued Benefit in lump sum on the first  distribution  date following the close
of the Plan Year in which the Participant's death occurs or, if later, the first
distribution   date   following  the  date  the  Advisory   Committee   receives
notification of or otherwise confirms the Participant's death.

     If the death  benefit  is payable  in full to the  Participant's  surviving
spouse,  the surviving spouse, in addition to the distribution  options provided
in this Section 6.01(C),  may elect distribution at any time or in any form this
Article VI would permit for a Participant.



<PAGE>


     6.02  METHOD OF  PAYMENT OF ACCRUED  BENEFIT.  Subject to any  restrictions
prescribed by Section 6.03, a Participant or Beneficiary may elect  distribution
under one, or any combination,  of the following methods: (a) by payment in lump
sum;  or (b) by payment in monthly,  quarterly,  or annual  installments  over a
fixed  reasonable  period of time,  not  exceeding  the life  expectancy  of the
Participant,  or the joint life and last survivor  expectancy of the Participant
and his Beneficiary. See Section 11.04. The Participant's Accrued Benefit in his
Employer  Securities  Account  will be  distributed  in whole shares of Employer
Securities; the Participant's Accrued Benefit in his General Investments Account
or in fractional shares of Employer Securities will be distributed in cash.

     The  distribution  options  permitted under this Section 6.02 are available
only if the present value of the Participant  Nonforfeitable Accrued Benefit, at
the time of the distribution to the Participant,  exceeds $5,000.  To facilitate
installment  payments  under this Article VI, the Advisory  Committee may direct
the Trustee to segregate all or any part of the Participant's Accrued Benefit in
a separate Account. The Trustee will invest the Participant's segregated Account
in Federally insured interest bearing savings  account(s) or time deposit(s) (or
a  combination  of both),  or in other fixed  income  investments.  A segregated
Account remains a part of the Trust, but it alone shares in any income it earns,
and it alone bears any expense or loss it incurs.  Subject to Section  10.08,  a
Participant or Beneficiary  may elect to receive an installment  distribution in
the  form  of  a  Nontransferable   Annuity   Contract.   Under  an  installment
distribution,  the  Participant  or  Beneficiary,  at any  time,  may  elect  to
accelerate  the  payment of all, or any  portion,  of the  Participant's  unpaid
Nonforfeitable Accrued Benefit.

(A) Minimum Distribution  Requirements for Participants.  The Advisory Committee
may not  direct the  Trustee  to  distribute  the  Participant's  Nonforfeitable
Accrued Benefit,  nor may the Participant  elect to have the Trustee  distribute
his Nonforfeitable  Accrued Benefit,  under a method of payment which, as of the
Required Beginning Date, does not satisfy the minimum distribution  requirements
under Code  ss.401(a)(9) and the applicable  Treasury  regulations.  The minimum
distribution for a calendar year equals the Participant's Nonforfeitable Accrued
Benefit as of the latest  valuation date preceding the beginning of the calendar
year divided by the Participant's  life expectancy or, if applicable,  the joint
and last survivor  expectancy of the Participant and his designated  Beneficiary
(as  determined  under Article  VIII,  subject to the  requirements  of the Code
ss.401(a)(9)   regulations).   The   Advisory   Committee   will   increase  the
Participant's  Nonforfeitable  Accrued  Benefit,  as  determined on the relevant
valuation date, for  contributions or forfeitures  allocated after the valuation
date and by December 31 of the valuation  calendar  year,  and will decrease the
valuation by  distributions  made after the valuation date and by December 31 of
the  valuation  calendar  year.  For  purposes of this  valuation,  the Advisory
Committee  will treat any  portion  of the  minimum  distribution  for the first
distribution  calendar year made after the close of that year as a  distribution
occurring  in that first  distribution  calendar  year.  In  computing a minimum
distribution,  the  Advisory  Committee  must  use the  unisex  life  expectancy
multiples under Treas. Reg.  ss.1.72-9.  The Advisory  Committee,  only upon the
Participant's  written  request,  will  compute the minimum  distribution  for a
calendar year  subsequent to the first calendar year for which the Plan requires
a minimum distribution by redetermining the applicable life expectancy. However,
the Advisory  Committee  may not  redetermine  the joint life and last  survivor
expectancy of the Participant and a nonspouse designated Beneficiary in a manner
which takes into  account any  adjustment  to a life  expectancy  other than the
Participant's life expectancy.



<PAGE>


     If the Participant's spouse is not his designated Beneficiary,  a method of
payment to the  Participant  (whether  by  Participant  election  or by Advisory
Committee  direction)  may not  provide  more than  incidental  benefits  to the
Beneficiary.  For Plan Years  beginning  after  December 31, 1988, the Plan must
satisfy the minimum distribution  incidental benefit ("MDIB") requirement in the
Treasury regulations issued under Code ss.401(a)(9) for distributions made on or
after the  Participant's  Required  Beginning Date and before the  Participant's
death. To satisfy the MDIB requirement,  the Advisory Committee will compute the
minimum  distribution  required  by this  Section  6.02(A) by  substituting  the
applicable MDIB divisor for the applicable life expectancy  factor,  if the MDIB
divisor is a lesser  number.  Following the  Participant's  death,  the Advisory
Committee will compute the minimum distribution required by this Section 6.02(A)
solely on the basis of the applicable life expectancy  factor and will disregard
the MDIB factor.  For Plan Years  beginning  prior to January 1, 1989,  the Plan
satisfies  the  incidental  benefits  requirement  if the  distributions  to the
Participant  satisfied  the  MDIB  requirement  or if the  present  value of the
retirement benefits payable solely to the Participant is greater than 50% of the
present  value  of the  total  benefits  payable  to  the  Participant  and  his
Beneficiaries.  The Advisory  Committee must determine  whether  benefits to the
Beneficiary are incidental as of the date the Trustee is to commence  payment of
the  retirement  benefits  to the  Participant,  or as of any date  the  Trustee
redetermines the payment period to the Participant.

     The minimum distribution for the first distribution calendar year is due by
the  Participant's  Required  Beginning Date. The minimum  distribution for each
subsequent  distribution calendar year, including the calendar year in which the
Participant's  Required  Beginning  Date  falls,  is due by  December 31 of that
calendar  year.  If the  Participant  receives  distribution  in the  form  of a
Nontransferable  Annuity  Contract,  the  distribution  satisfies  this  Section
6.02(A) if the contract  complies with the requirements of Code ss.401(a)(9) and
the applicable Treasury regulations.



<PAGE>


(B)  Minimum  Distribution   Requirements  for  Beneficiaries.   The  method  of
distribution to the Participant's Beneficiary must satisfy Code ss.401(a)(9) and
the applicable Treasury regulations. If the Participant's death occurs after his
Required  Beginning Date, the method of payment to the Beneficiary  must provide
for completion of payment over a period which does not exceed the payment period
which had commenced for the Participant. If the Participant's death occurs prior
to his Required  Beginning Date, the method of payment to the  Beneficiary  must
provide  for  completion  of  payment  to  the  Beneficiary  over a  period  not
exceeding: (i) 5 years after the date of the Participant's death; or (ii) if the
Beneficiary  is a designated  Beneficiary,  the  designated  Beneficiary's  life
expectancy.  The Advisory  Committee may not direct payment of the Participant's
Nonforfeitable Accrued Benefit over a period described in clause (ii) unless the
Trustee will commence  payment to the  designated  Beneficiary no later than the
December 31 following the close of the calendar year in which the  Participant's
death occurred or, if later, and the designated Beneficiary is the Participant's
surviving  spouse,  December 31 of the  calendar  year in which the  Participant
would  have  attained  age 70 1/2.  If the  Trustee  will make  distribution  in
accordance with clause (ii), the minimum distribution for a calendar year equals
the Participant's Nonforfeitable Accrued Benefit as of the latest valuation date
preceding  the  beginning  of  the  calendar  year  divided  by  the  designated
Beneficiary's  life expectancy.  The Advisory Committee must use the unisex life
expectancy  multiples under Treas. Reg.  ss.1.72-9 for purposes of applying this
paragraph.  The Advisory  Committee will not  recalculate the life expectancy of
any Beneficiary,  including the  Participant's  surviving  spouse.  The Advisory
Committee  will  apply  this  paragraph  by  treating  any  amount  paid  to the
Participant's child, which becomes payable to the Participant's surviving spouse
upon the child's  attaining  the age of majority,  as paid to the  Participant's
surviving spouse. Upon the Beneficiary's written request, the Advisory Committee
must direct the Trustee to  accelerate  payment of all, or any  portion,  of the
Participant's  unpaid Accrued Benefit, as soon as  administratively  practicable
following the effective date of that request.

     6.03 BENEFIT  PAYMENT  ELECTIONS.  Not earlier than 90 days,  but not later
than 30 days, before the Participant's distribution date, the Advisory Committee
must  provide  a benefit  notice to a  Participant  who is  eligible  to make an
election  under this Section 6.03.  The benefit notice must explain the optional
forms of benefit in the Plan,  including  the  material  features  and  relative
values of those options, and the Participant's right to defer distribution until
he attains Normal Retirement Age.

     If a  Participant  or  Beneficiary  makes an  election  prescribed  by this
Section 6.03,  the Advisory  Committee will direct the Trustee to distribute the
Participant's  Nonforfeitable  Accrued Benefit in accordance with that election.
Any election under this Section 6.03 is subject to the  requirements  of Section
6.02. The  Participant  or Beneficiary  must make an election under this Section
6.03 by filing his election form with the Advisory  Committee at any time before
the Trustee  otherwise would commence to pay a Participant's  Accrued Benefit in
accordance with the requirements of Article VI.

(A) Participant Elections After Separation from Service. If the present value of
a Participant's  Nonforfeitable  Accrued  Benefit  exceeds $5,000,  the Advisory
Committee will direct the Trustee to distribute the Participant's Nonforfeitable
Accrued Benefit as soon as administratively  practicable  following the close of
the Plan Year during which the Participant's separation from service occurs, but
in no event  later  than the 60th day  following  the  close of the Plan Year in
which the Participant attains Normal Retirement Age. Following his attainment of
Normal  Retirement  Age, a Participant  who has separated from Service may elect
distribution  as of any  distribution  date,  irrespective  of the  restrictions
otherwise applicable under this Section 6.03(A). If the Participant is partially
vested  in  his  Accrued  Benefit,  an  election  under  this  Paragraph  (A) to
distribute  prior to the  Participant's  incurring a Forfeiture Break in Service
(as defined in Section 5.08), must be in the form of a cash-out distribution (as
defined in Article V). A Participant may not receive a distribution if, prior to
the time the Trustee actually makes the distribution, the Participant returns to
employment with the Employer.



<PAGE>


(B) Participant Elections Prior to Separation from Service.  After a Participant
attains  Normal  Retirement  Age,  the  Participant,  until  he  retires,  has a
continuing  election to receive all or any  portion of his  Accrued  Benefit.  A
Participant  must  make  an  election  under  this  Section  6.03(B)  on a  form
prescribed by the Advisory  Committee at any time during the Plan Year for which
his election is to be effective.  In his written election,  the Participant must
specify the  percentage  or dollar amount he wishes the Trustee to distribute to
him. The  Participant's  election  relates  solely to the  percentage  or dollar
amount  specified  in his  election  form and his right to elect to  receive  an
amount,  if any,  for a particular  Plan Year greater than the dollar  amount or
percentage specified in his election form terminates on the Accounting Date. The
Trustee  must  make a  distribution  to a  Participant  in  accordance  with his
election  under  this  Section  6.03(B)  within the 90 day period (or as soon as
administratively  practicable)  after the Participant files his written election
with the Trustee.  The Trustee will distribute the balance of the  Participant's
Accrued Benefit not  distributed  pursuant to his election(s) in accordance with
the other distribution provisions of this Plan.

(C) Death Benefit Elections.  If the present value of the deceased Participant's
Nonforfeitable Accrued Benefit exceeds $5,000, the Participant's Beneficiary may
elect to have the Trustee  distribute the Participant's  Nonforfeitable  Accrued
Benefit  in a method and  within a period  permitted  under  Section  6.02.  The
Beneficiary's  election is subject to any restrictions  designated in writing by
the Participant and not revoked as of his date of death.

     6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The joint
and survivor  annuity  requirements  of the Code do not apply to this Plan.  The
Plan does not provide any life annuity distributions to Participants. A transfer
agreement  described in Section  13.05 may not permit a plan which is subject to
the provisions of Code ss.417 to transfer assets to this Plan.

     6.05 SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS.  Unless the Participant
elects in writing to have the Trustee apply other distribution provisions of the
Plan,  or unless  other  distribution  provisions  of the Plan  require  earlier
distribution of the Participant's  Accrued Benefit,  the Trustee must distribute
the  portion of the  Participant's  Accrued  Benefit  attributable  to  Employer
Securities  (the "Eligible  Portion") no later than the time  prescribed by this
Section 6.05,  irrespective of any other provision of the Plan. The distribution
provisions  of  this  Section  6.05  are  subject  to the  consent  and  form of
distribution requirements of Articles V and VI of the Plan.

         (a)  If  the  Participant  separates  from  Service  by  reason  of the
         attainment of Normal Retirement Age, death, or disability, the Advisory
         Committee  will  direct the  Trustee to  commence  distribution  of the
         Eligible  Portion  not later  than one year after the close of the Plan
         Year in which the applicable event occurs.

         (b) If the Participant separates from Service for any reason other than
         by  reason  of the  attainment  of  Normal  Retirement  Age,  death  or
         disability,  the Advisory Committee will direct the Trustee to commence
         distribution of the Eligible  Portion not later than one year after the
         close of the  fifth  Plan  Year  following  the Plan  Year in which the
         Participant   separated  from  Service.   If  the  Participant  resumes
         employment  with the  Employer  on or before  the last day of the fifth
         Plan Year following the Plan Year of his separation  from Service,  the
         mandatory distribution provisions of this paragraph (b) do not apply.

     For purposes of this Section 6.05,  Employer  Securities do not include any
Employer Securities acquired with the proceeds of an Exempt Loan until the close
of the Plan Year in which the borrower repays the Exempt Loan in full.



<PAGE>


     Period of Payment.  The Advisory  Committee will direct the Trustee to make
distributions  required under this Section 6.05 over a period not exceeding five
years unless the  Participant  otherwise  elects  under the other  distributions
provisions of the Plan. If a Participant's  Eligible  Portion exceeds  $500,000,
the maximum payment period,  subject to a contrary  election by the Participant,
is five years plus one additional year (but no more than five additional  years)
for each $100,00 (or fraction of $100,000) by which the Eligible Portion exceeds
$500,000.  The Advisory  Committee will apply this Section 6.05 by adjusting the
$500,000 and $100,000  limitations  by the adjustment  factor  prescribed by the
Secretary  of  the  Treasury  under  Code  ss.415(d).   In  no  event  will  the
distribution period exceed the period permitted under Section 6.02 of the Plan.

     6.06 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS.  A Participant may
elect,  at the time and in the manner  prescribed by the Committee,  to have any
portion of his  eligible  rollover  distribution  paid  directly  to an eligible
retirement plan specified by the  Participant in a direct rollover  designation.
For  purposes of this  Section  6.06,  a  Participant  includes a  Participant's
surviving  spouse  and the  Participant's  spouse  or  former  spouse  who is an
alternate payee under a qualified domestic relations order.

     The following definitions apply to this Section 6.06:

(A) Eligible rollover  distribution.  An eligible  rollover  distribution is any
distribution  of  all or  any  portion  of the  balance  to  the  credit  of the
Participant,  except an eligible  rollover  distribution  does not include:  any
distribution  which 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; any  distribution to the extent required under Code
ss.401(a)(9);  and the portion of any  distribution  which is not  includible in
gross income  (determined  without  regard to the  exclusion  of net  unrealized
appreciation with respect to employer securities).

(B) Eligible  retirement  plan.  An eligible  retirement  plan is an  individual
retirement account described in Code ss.408(a), an individual retirement annuity
described in Code ss.408(b), an annuity plan described in Code ss.401(a),  which
accepts the Participant's eligible rollover  distribution.  However, in the case
of an  eligible  rollover  distribution  to the  surviving  spouse,  an eligible
retirement  plan is an individual  retirement  account or individual  retirement
annuity.

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



<PAGE>


     6.07 DISTRIBUTIONS  UNDER DOMESTIC  RELATIONS ORDERS.  Nothing contained in
this Plan prevents the Trustee, in accordance with the direction of the Advisory
Committee,  from complying with the provisions of a qualified domestic relations
order  (as  defined  in  Code  ss.414(p)).   This  Plan   specifically   permits
distribution to an alternate payee under a qualified domestic relations order at
any time,  irrespective  of whether the  Participant  has  attained his earliest
retirement age (as defined under Code ss.414(p))  under the Plan. A distribution
to an  alternate  payee  prior  to  the  Participant's  attainment  of  earliest
retirement age is available  only if: (1) the order  specifies  distribution  at
that time or permits an agreement  between the Plan and the  alternate  payee to
authorize an earlier distribution; and (2) if the present value of the alternate
payee's  benefits under the Plan exceeds  $5,000,  and the order  requires,  the
alternate   payee  consents  to  any   distribution   occurring   prior  to  the
Participant's  attainment of earliest  retirement  age.  Nothing in this Section
6.07 gives a Participant a right to receive distribution at a time otherwise not
permitted  under the Plan nor does it permit  the  alternate  payee to receive a
form of payment not otherwise permitted under the Plan.

     The Advisory  Committee must establish  reasonable  procedures to determine
the qualified status of a domestic  relations  order.  Upon receiving a domestic
relations order, the Advisory Committee promptly will notify the Participant and
any alternate payee named in the order, in writing,  of the receipt of the order
and the Plan's  procedures for  determining  the qualified  status of the order.
Within a reasonable period of time after receiving the domestic relations order,
the Advisory Committee must determine the qualified status of the order and must
notify  the   Participant  and  each  alternate   payee,  in  writing,   of  its
determination.  The Advisory  Committee must provide notice under this paragraph
by mailing to the  individual's  address  specified  in the  domestic  relations
order, or in a manner consistent with Department of Labor regulations.

     If any  portion  of the  Participant's  Nonforfeitable  Accrued  Benefit is
payable during the period the Advisory  Committee is making its determination of
the qualified status of the domestic  relations  order,  the Advisory  Committee
must  make  a  separate  accounting  of the  amounts  payable.  If the  Advisory
Committee determines the order is a qualified domestic relations order within 18
months of the date amounts first are payable following receipt of the order, the
Advisory  Committee will direct the Trustee to distribute the payable amounts in
accordance  with  the  order.  If the  Advisory  Committee  does  not  make  its
determination  of  the  qualified  status  of the  order  within  the  18  month
determination  period,  the  Advisory  Committee  will  direct  the  Trustee  to
distribute  the payable  amounts in the manner the Plan would  distribute if the
order did not exist and will  apply  the  order  prospectively  if the  Advisory
Committee later determines the order is a qualified domestic relations order.

     To the extent it is not  inconsistent  with the provisions of the qualified
domestic  relations  order,  the  Advisory  Committee  may direct the Trustee to
invest any partitioned amount in a segregated subaccount or separate account and
to invest the account in Federally insured,  interest-bearing savings account(s)
or time  deposit(s)  (or a  combination  of  both),  or in  other  fixed  income
investments.  A segregated  subaccount remains a part of the Trust, but it alone
shares in any income it earns, and it alone bears any expense or loss it incurs.
The Trustee will make any payments or distributions  required under this Section
6.07 by separate benefit checks or other separate  distribution to the alternate
payee(s).

                          * * * * * * * * * * * * * * *


<PAGE>


                                   ARTICLE VII
                       EMPLOYER ADMINISTRATIVE PROVISIONS

     7.01 INFORMATION TO COMMITTEE. The Employer must supply current information
to the Advisory  Committee as to the name,  date of birth,  date of  employment,
annual compensation, leaves of absence, Years of Service and date of termination
of  employment  of each  Employee  who is, or who will be eligible to become,  a
Participant  under  the Plan,  together  with any  other  information  which the
Advisory Committee considers necessary. The Employer's records as to the current
information the Employer  furnishes to the Advisory  Committee are conclusive as
to all persons.

     7.02 NO LIABILITY.  The Employer assumes no obligation or responsibility to
any of its Employees,  Participants or Beneficiaries  for any act of, or failure
to act,  on the part of its  Advisory  Committee  (unless  the  Employer  is the
Advisory Committee),  the Trustee or the Plan Administrator (unless the Employer
is the Plan Administrator).

     7.03 INDEMNITY OF CERTAIN  FIDUCIARIES.  The Employer indemnifies and saves
harmless the Plan Administrator and the members of the Advisory  Committee,  and
each of them,  from and against any and all loss  resulting  from  liability  to
which the Plan Administrator and the Advisory  Committee,  or the members of the
Advisory  Committee,  may be subjected  by reason of any act or conduct  (except
willful  misconduct or gross  negligence)  in their  official  capacities in the
administration of this Trust or Plan or both,  including all expenses reasonably
incurred in their  defense,  in case the Employer fails to provide such defense.
The  indemnification  provisions  of this  Section  7.03 do not relieve the Plan
Administrator  or any Advisory  Committee  member from any liability he may have
under ERISA for breach of a fiduciary duty. Furthermore,  the Plan Administrator
and the  Advisory  Committee  members  and the  Employer  may  execute  a letter
agreement  further  delineating  the  indemnification  agreement of this Section
7.03, provided the letter agreement must be consistent with and must not violate
ERISA. The indemnification provisions of this Section 7.03 extend to the Trustee
solely to the extent provided by a letter agreement  executed by the Trustee and
the Employer.

     7.04 EMPLOYER DIRECTION OF INVESTMENT. The Employer has the right to direct
the  Trustee  with  respect  to  the  investment  and  re-investment  of  assets
comprising the Trust Fund only if the Trustee consents in writing to permit such
direction.  If the Trustee  consents to Employer  direction of  investment,  the
Trustee and the Employer must execute a letter  agreement as a part of this Plan
containing  such   conditions,   limitations  and  other  provisions  they  deem
appropriate  before the Trustee will follow any  Employer  direction as respects
the investment or re-investment of any part of the Trust Fund.



<PAGE>


     7.05 AMENDMENT TO VESTING SCHEDULE.  Though the Employer reserves the right
to amend the vesting schedule at any time, the Advisory Committee will not apply
the amended  vesting  schedule to reduce the  Nonforfeitable  percentage  of any
Participant's Accrued Benefit derived from Employer contributions (determined as
of the later of the date the  Employer  adopts  the  amendment,  or the date the
amendment  becomes  effective)  to a  percentage  less  than the  Nonforfeitable
percentage  computed under the Plan without regard to the amendment.  An amended
vesting  schedule will apply to a Participant  only if the Participant  receives
credit  for at  least  one  Hour  of  Service  after  the new  schedule  becomes
effective.

     If the Employer makes a permissible amendment to the vesting schedule, each
Participant  having at least 3 Years of Service  with the  Employer may elect to
have the percentage of his  Nonforfeitable  Accrued  Benefit  computed under the
Plan without regard to the amendment.  For Plan Years beginning prior to January
1, 1989,  the  election  described  in the  preceding  sentence  applies only to
Participants  having  at  least  5 Years  of  Service  with  the  Employer.  The
Participant must file his election with the Advisory Committee within 60 days of
the latest of (a) the Employer's  adoption of the  amendment;  (b) the effective
date of the  amendment;  or (c) his  receipt  of a copy  of the  amendment.  The
Advisory  Committee,  as soon as  practicable,  must  forward a true copy of any
amendment to the vesting schedule to each affected Participant, together with an
explanation of the effect of the amendment,  the appropriate form upon which the
Participant may make an election to remain under the vesting  schedule  provided
under the Plan prior to the  amendment  and notice of the time within  which the
Participant  must make an election to remain under the prior  vesting  schedule.
The election  described in this Section 7.05 does not apply to a Participant  if
the amended vesting schedule provides for vesting at least as rapid at all times
as the vesting  schedule in effect prior to the amendment.  For purposes of this
Section 7.05, an amendment to the vesting  schedule  includes any Plan amendment
which  directly or  indirectly  affects the  computation  of the  Nonforfeitable
percentage of an Employee's rights to his Employer derived Accrued Benefit.

                          * * * * * * * * * * * * * * *


<PAGE>


                                  ARTICLE VIII
                      PARTICIPANT ADMINISTRATIVE PROVISIONS

     8.01  BENEFICIARY  DESIGNATION.  Any  Participant  may  from  time  to time
designate, in writing, any person or persons,  contingently or successively,  to
whom the Trustee will pay his Nonforfeitable Accrued Benefit in the event of his
death and the  Participant  may  designate  the form and method of payment.  The
Advisory  Committee  will  prescribe  the form for the  written  designation  of
Beneficiary  and,  upon the  Participant's  filing  the form  with the  Advisory
Committee,  the form effectively  revokes all  designations  filed prior to that
date by the same Participant.

     A married  Participant's  Beneficiary  designation  is not valid unless the
Participant's spouse consents, in writing, to the Beneficiary  designation.  The
spouse's  consent  must  acknowledge  the effect of that  consent.  The  spousal
consent  requirements of this paragraph do not apply if: (1) the Participant and
his spouse are not married  throughout the one year period ending on the date of
the Participant's  death; (2) the Participant's spouse is the Participant's sole
primary  beneficiary;  (3) the  Plan  Administrator  is not able to  locate  the
Participant's  spouse;  (4) the  Participant  is legally  separated  or has been
abandoned  (within  the  meaning of State law) and the  Participant  has a court
order to that effect; or (5) other circumstances exist under which the Secretary
of the Treasury will excuse the consent requirement. If the Participant's spouse
is legally incompetent to give consent, the spouse's legal guardian (even if the
guardian is the Participant) may give consent.

     8.02 NO  BENEFICIARY  DESIGNATION/DEATH  OF  BENEFICIARY.  If a Participant
fails  to  name  a  Beneficiary  in  accordance  with  Section  8.01,  or if the
Beneficiary  named by a Participant  predeceases  him, then the Trustee will pay
the Participant's Nonforfeitable Accrued Benefit in accordance with Section 6.02
in the following order of priority to:

          (a) The Participant's surviving spouse;

          (b) The Participant's surviving children,  including adopted children,
          in equal shares;

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

          (d) The Participant's estate.

     If the Beneficiary does not predecease the  Participant,  but dies prior to
distribution of the Participant's  entire  Nonforfeitable  Accrued Benefit,  the
Trustee  will  pay  the  remaining   Nonforfeitable   Accrued   Benefit  to  the
Beneficiary's estate unless the Participant's  Beneficiary  designation provides
otherwise.  The Advisory  Committee will direct the Trustee as to the method and
to whom the Trustee will make payment under this Section 8.02.



<PAGE>


     8.03 PERSONAL DATA TO COMMITTEE. Each Participant and each Beneficiary of a
deceased Participant must furnish to the Advisory Committee such evidence,  data
or information as the Advisory  Committee  considers  necessary or desirable for
the purpose of administering the Plan. The provisions of this Plan are effective
for the  benefit of each  Participant  upon the  condition  precedent  that each
Participant  will furnish  promptly full, true and complete  evidence,  data and
information  when  requested  by the Advisory  Committee,  provided the Advisory
Committee  advises each  Participant of the effect of his failure to comply with
its request.

     8.04 ADDRESS FOR  NOTIFICATION.  Each Participant and each Beneficiary of a
deceased Participant must file with the Advisory Committee from time to time, in
writing,  his post office  address and any change of post  office  address.  Any
communication,  statement or notice addressed to a Participant,  or Beneficiary,
at his last post office address filed with the Advisory  Committee,  or as shown
on the records of the Employer, binds the Participant,  or Beneficiary,  for all
purposes of this Plan.

     8.05  ASSIGNMENT  OR  ALIENATION.  Subject to Code  ss.414(p)  relating  to
qualified domestic relations orders or Code ss.401(a)(13)(C) relating to certain
judgments, orders, decrees and settlement agreements, which order or require the
Participant to pay the Plan for any unlawful acts  committed by the  Participant
against the Plan, neither a Participant nor a Beneficiary may anticipate, assign
or alienate  (either at law or in equity) any benefit  provided  under the Plan,
and the  Trustee  will  not  recognize  any  such  anticipation,  assignment  or
alienation.  Furthermore, a benefit under the Plan is not subject to attachment,
garnishment, levy, execution or other legal or equitable process.

     8.06  NOTICE OF CHANGE IN TERMS.  The Plan  Administrator,  within the time
prescribed  by  ERISA  and  the   applicable   regulations,   must  furnish  all
Participants and Beneficiaries a summary  description of any material  amendment
to the Plan or notice of  discontinuance  of the Plan and all other  information
required by ERISA to be furnished without charge.

     8.07 LITIGATION  AGAINST THE TRUST. A court of competent  jurisdiction  may
authorize any appropriate  equitable relief to redress violations of ERISA or to
enforce  any  provisions  of ERISA or the terms of the  Plan.  A  fiduciary  may
receive  reimbursement  of  expenses  properly  and  actually  incurred  in  the
performance of his duties with the Plan.

     8.08 INFORMATION AVAILABLE.  Any Participant in the Plan or any Beneficiary
may examine copies of the Plan description, latest annual report, any bargaining
agreement, this Plan and Trust, contract or any other instrument under which the
Plan was established or is operated. The Plan Administrator will maintain all of
the items listed in this  Section 8.08 in his office,  or in such other place or
places  as he may  designate  from  time to time in  order  to  comply  with the
regulations  issued under ERISA,  for  examination  during  reasonable  business
hours.  Upon the  written  request  of a  Participant  or  Beneficiary  the Plan
Administrator  will  furnish him with a copy of any item listed in this  Section
8.08.  The Plan  Administrator  may make a reasonable  charge to the  requesting
person for the copy so furnished.



<PAGE>


     8.09  APPEAL  PROCEDURE  FOR  DENIAL  OF  BENEFITS.   A  Participant  or  a
Beneficiary  ("Claimant")  may file with the Advisory  Committee a written claim
for benefits,  if the  Participant  or Beneficiary  determines the  distribution
procedures of the Plan have not provided him his proper  Nonforfeitable  Accrued
Benefit.  The Advisory  Committee  must render a decision on the claim within 60
days of the Claimant's  written claim for benefits.  The Plan Administrator must
provide  adequate  notice in writing to the  Claimant  whose claim for  benefits
under the Plan the  Advisory  Committee  has  denied.  The Plan  Administrator's
notice to the Claimant must set forth:

          (a) The specific reason for the denial;

          (b) Specific  references  to pertinent  Plan  provisions  on which the
          Advisory Committee based its denial;

          (c) A description of any additional  material and  information  needed
          for the  Claimant to perfect his claim and an  explanation  of why the
          material or information is needed; and

          (d)  Any  appeal  the   Claimant   wishes  to  make  of  the   adverse
          determination  must be in writing to the Advisory  Committee within 75
          days  after  receipt of the Plan  Administrator's  notice of denial of
          benefits.  The Plan  Administrator's  notice must  further  advise the
          Claimant  that his  failure  to  appeal  the  action  to the  Advisory
          Committee in writing within the 75 day period will render the Advisory
          Committee's determination final, binding and conclusive.

     If the Claimant  should appeal to the Advisory  Committee,  he, or his duly
authorized representative,  may submit, in writing, whatever issues and comments
he, or his duly authorized representative, feels are pertinent. The Claimant, or
his duly authorized  representative,  may review  pertinent Plan documents.  The
Advisory  Committee  will  re-examine all facts related to the appeal and make a
final  determination as to whether the denial of benefits is justified under the
circumstances.  The Advisory  Committee must advise the Claimant of its decision
within 60 days of the  Claimant's  written  request for review,  unless  special
circumstances  (such as a hearing) would make the rendering of a decision within
the 60-day limit unfeasible, but in no event may the Advisory Committee render a
decision  respecting a denial for a claim for benefits later than 120 days after
its receipt of a request for review.

     The Plan  Administrator's  notice of denial of benefits  must  identify the
name of each member of the  Advisory  Committee  and the name and address of the
Advisory Committee member to whom the Claimant may forward his appeal.



<PAGE>


     8.10  PARTICIPANT  DIRECTION  OF  INVESTMENT.  Except as  provided  in this
Section 8.10, a  Participant  does not have the right to direct the Trustee with
respect  to the  investment  or  re-investment  of  the  assets  comprising  the
Participant's  individual  Account.  Each Qualified  Participant  may direct the
Trustee as to the  investment of 25% of the value of the  Participant's  Accrued
Benefit  attributable to Employer  Securities (the "Eligible  Accrued  Benefit")
within 90 days  after  the  Accounting  Date of each Plan Year (to the  extent a
direction  amount  exceeds  the  amount to which a prior  direction  under  this
Section 8.10 applies) during the Participant's  Qualified  Election Period.  For
the last Plan Year in the Participant's  Qualified  Election Period, the Trustee
will  substitute  "50%" for "25%" in the  immediately  preceding  sentence.  The
Qualified  Participant  must make his  direction to the Trustee in writing,  the
direction  may be  effective  no later than 180 days after the close of the Plan
Year to which the direction  applies,  and the direction must specify which,  if
any, of the investment options the Participant selects.

     A Qualified Participant may choose one of the following investment options:

     (a) The distribution of the portion of his Eligible Accrued Benefit covered
     by the  election.  The Trustee  will make the  distribution  within 90 days
     after the last day of the period during which the Qualified Participant may
     make the election. The provisions of this Plan applicable to a distribution
     of Employer  Securities,  including the put option  requirements of Article
     XI, apply to this investment option.

     (b) The direct  transfer of the  portion of his  Eligible  Accrued  Benefit
     covered by the election to another  qualified  plan of the  Employer  which
     accepts  such   transfers,   but  only  if  the  transferee   plan  permits
     employee-directed  investment and does not invest in Employer Securities to
     a substantial  degree.  The Trustee will make the direct  transfer no later
     than 90 days after the last day of the period  during  which the  Qualified
     Participant may make the election.

     For purposes of this Section 8.10, the following definitions apply:

     (i) "Qualified Participant" means a Participant who has attained age 55 and
     who has completed at least 10 years of  participation  in the Plan. A "year
     of  participation"  means a Plan Year in which the Participant was eligible
     for an allocation of Employer  contributions,  irrespective  of whether the
     Employer actually contributed to the Plan for that Plan Year.

     (ii) "Qualified  Election  Period" means the 6-Plan-Year  period  beginning
     with the Plan  Year in which the  Participant  first  becomes  a  Qualified
     Participant.

     A  Participant's  right under this Section 8.10 to direct the investment of
his Account applies to all Employer Securities acquired by the Plan.

                          * * * * * * * * * * * * * * *


<PAGE>


                                   ARTICLE IX
                   ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
                             PARTICIPANTS' ACCOUNTS

     9.01 MEMBERS' COMPENSATION, EXPENSES. The Employer must appoint an Advisory
Committee  to  administer  the  Plan,  the  members  of which  may or may not be
Participants in the Plan, or which may be the Plan  Administrator  acting alone.
In the  absence of an Advisory  Committee  appointment,  the Plan  Administrator
assumes the powers,  duties and responsibilities of the Advisory Committee.  The
members of the Advisory  Committee will serve without  compensation for services
as such,  but the  Employer  will pay all  expenses of the  Advisory  Committee,
except to the extent the Trust  properly  pays for such  expenses,  pursuant  to
Article X.

     9.02  TERM.  Each  member  of  the  Advisory  Committee  serves  until  the
appointment of his successor.

     9.03  POWERS.  In case  of a  vacancy  in the  membership  of the  Advisory
Committee,  the remaining members of the Advisory Committee may exercise any and
all of the powers, authority,  duties and discretion conferred upon the Advisory
Committee pending the filling of the vacancy.

     9.04 GENERAL. The Advisory Committee has the following powers and duties:

          (a) To select a  Secretary,  who need not be a member of the  Advisory
          Committee;

          (b)  To  determine  the  rights  of  eligibility  of  an  Employee  to
          participate in the Plan, the value of a Participant's  Accrued Benefit
          and  the  Nonforfeitable  percentage  of  each  Participant's  Accrued
          Benefit;

          (c) To adopt rules of  procedure  and  regulations  necessary  for the
          proper and efficient administration of the Plan provided the rules are
          not inconsistent with the terms of this Agreement;

          (d) To  construe  and  enforce the terms of the Plan and the rules and
          regulations it adopts,  including interpretation of the Plan documents
          and documents related to the Plan's operation;

          (e) To direct the Trustee as respects the crediting  and  distribution
          of the Trust;

          (f) To review and render  decisions  respecting a claim for (or denial
          of a claim for) a benefit under the Plan;

          (g) To furnish the Employer  with  information  which the Employer may
          require for tax or other purposes;



<PAGE>


          (h) To engage the  service  of agents  whom it may deem  advisable  to
          assist it with the performance of its duties; and

          (i) To engage the  services of an  Investment  Manager or Managers (as
          defined  in ERISA  ss.3(38)),  each of whom will  have full  power and
          authority  to manage,  acquire or dispose (or direct the Trustee  with
          respect to  acquisition  or  disposition)  of any Plan asset under its
          control.

     The  Advisory  Committee  must  exercise  all of  its  powers,  duties  and
discretion under the Plan in a uniform and nondiscriminatory manner.

     9.05 FUNDING  POLICY.  The Advisory  Committee will review,  not less often
than  annually,  all pertinent  Employee  information  and Plan data in order to
establish  the  funding  policy  of the Plan and to  determine  the  appropriate
methods of carrying  out the Plan's  objectives.  The  Advisory  Committee  must
communicate  periodically,  as it deems  appropriate,  to the Trustee and to any
Plan Investment  Manager the Plan's short-term and long-term  financial needs so
investment policy can be coordinated with Plan financial requirements.

     9.06 MANNER OF ACTION.  The decision of a majority of the members appointed
and qualified controls.

     9.07 AUTHORIZED  REPRESENTATIVE.  The Advisory  Committee may authorize any
one of its  members,  or its  Secretary,  to sign  on its  behalf  any  notices,
directions, applications, certificates, consents, approvals, waivers, letters or
other  documents.  The Advisory  Committee  must evidence  this  authority by an
instrument signed by all members and filed with the Trustee.

     9.08 INTERESTED  MEMBER. No member of the Advisory  Committee may decide or
determine any matter concerning the distribution, nature or method of settlement
of his own benefits under the Plan,  except in exercising an election  available
to that member in his capacity as a Participant,  unless the Plan  Administrator
is acting alone in the capacity of the Advisory Committee.

     9.09 INDIVIDUAL ACCOUNTS.  The Advisory Committee will maintain,  or direct
the Trustee to maintain,  a separate Account, or multiple separate Accounts,  in
the name of each Participant to reflect the Participant's  Accrued Benefit under
the Plan.  The Advisory  Committee  must maintain one Account  designated as the
Employer  Securities  Account to reflect a  Participant's  interest  in Employer
Securities  held by the Trust and  another  Account  designated  as the  General
Investments  Account to reflect  the  Participant's  interest  in the Trust Fund
attributable  to  assets  other  than  Employer  Securities.  If  a  Participant
re-enters the Plan  subsequent  to his having a Forfeiture  Break in Service (as
defined in Section  5.08(B)),  the  Advisory  Committee,  or the  Trustee,  must
maintain  a  separate  Account  for the  Participant's  pre-Forfeiture  Break in
Service Accrued Benefit and a separate Account for his post-Forfeiture  Break in
Service  Accrued Benefit unless the  Participant's  entire Accrued Benefit under
the Plan is 100% Nonforfeitable.



<PAGE>


     The Advisory Committee will make its allocations, or request the Trustee to
make its allocations, to the Accounts of the Participants in accordance with the
provisions  of Section  9.11.  The Advisory  Committee may direct the Trustee to
maintain a temporary segregated  investment Account in the name of a Participant
to prevent a distortion of income,  gain or loss allocations under Section 9.11.
The Advisory Committee shall maintain records of its activities.

     9.10  VALUE  OF   PARTICIPANT'S   ACCRUED   BENEFIT.   The  value  of  each
Participant's  Accrued Benefit  consists of that proportion of the net worth (at
fair market value) of the Employer's  Trust Fund which the net credit balance in
his  Account  bears to the total  net  credit  balance  in the  Accounts  of all
Participants.  For  purposes of a  distribution  under the Plan,  the value of a
Participant's Accrued Benefit attributable to his General Investments Account is
its  value  as of the  valuation  date  immediately  preceding  the  date of the
distribution.  The value of a Participant's  Accrued Benefit attributable to his
Employer  Securities  Account is its value  determined  according  to the market
price of the shares of Employer Securities on the date of valuation.

     9.11 ALLOCATION TO PARTICIPANT'S  ACCRUED BENEFIT. A "valuation date" under
this Plan is each  Accounting  Date and each interim  valuation date  determined
under Section  10.14.  As of each valuation  date,  the Advisory  Committee must
adjust General Investment Accounts to reflect net income, gain or loss since the
last valuation date. The valuation  period is the period beginning the day after
the last valuation date and ending on the current valuation date.

[A] Employer  Securities  Account.  As of the Accounting Date of each Plan Year,
the Advisory  Committee first will reduce Employer  Securities  Accounts for any
forfeitures  arising  under  Section  5.09 and then  will  credit  the  Employer
Securities  Account  maintained  for each  Participant  with  the  Participant's
allocable share of Employer Securities  (including  fractional shares) purchased
and  paid  for by the  Trust  or  contributed  in kind to the  Trust,  with  any
forfeitures  of Employer  Securities  and with any stock  dividends  on Employer
Securities  allocated to his Employer Securities Account. The Advisory Committee
will  allocate  Employer  Securities  acquired with an Exempt Loan under Section
10.03[B] in accordance with that Section,  subject however, to the provisions of
paragraph [C] of this Section 9.11. Except as otherwise specifically provided in
Section  10.03[B],   the  Advisory   Committee  will  base  allocations  to  the
Participants'  Accounts  on  dollar  values  expressed  as  shares  of  Employer
Securities  or on the basis of actual  shares  where there is a single  class of
Employer  Securities.  In making a forfeiture reduction under this Section 9.11,
the  Advisory  Committee,  to the extent  possible,  first must  forfeit  from a
Participant's  General  Investments  Account before making a forfeiture from his
Employer Securities Account.



<PAGE>


[B] General  Investments  Account.  The allocation  provisions of this paragraph
apply to all  Participant  General  Investment  Accounts  other than  segregated
investment  Accounts.  The Advisory  Committee first will adjust the Participant
General  Investment  Accounts,  as those  Accounts stood at the beginning of the
current valuation  period, by reducing the Accounts for any forfeitures  arising
under  section  5.09 or under  Section  9.14,  for  amounts  charged  during the
valuation  period to the Accounts in accordance  with Section 9.13  (relating to
distributions)  and for the amount of any General  Investment  Account which the
Trustee has fully  distributed since the immediately  preceding  valuation date.
The Advisory Committee then, subject to the restoration allocation  requirements
of Section  9.14,  will  allocate  the net income,  gain or loss pro rata to the
adjusted Participant General Investment Accounts. The allocable net income, gain
or loss is the net income (or net loss),  including  the increase or decrease in
the fair market value of assets,  since the last  valuation  date. In making its
allocations  under this Section  9.11[B],  the Advisory  Committee  will exclude
Employer Securities and interest paid by the Trust on an Exempt Loan.

[C] Dividends on Employer  Securities.  The Advisory Committee will allocate any
cash  dividends  the Employer  pays with respect to Employer  Securities  to the
General  Investments  Accounts of participants in the same ratio,  determined on
the  dividend   declaration  date,  that  Employer  Securities  allocated  to  a
Participant's  Employer  Securities  Account  bear  to the  Employer  Securities
allocated to all Employer Securities  Accounts.  The Advisory Committee will not
allocate to the General  Investments  Accounts any cash  dividends  the Employer
directs  the  Trustee  to apply to the  payment  of an Exempt  Loan nor any cash
dividends the Advisory Committee directs the Trustee to distribute in accordance
with Section 10.08. If the Employer  directs the Trustee to apply cash dividends
on Employer  Securities to the payment of an Exempt Loan, the Advisory Committee
first will  allocate  the  released  Employer  Securities  to the  Participants'
Employer  Securities  Accounts in the same  ratio,  determined  on the  dividend
declaration date, that Employer Securities allocated to a Participant's Employer
Securities  Account  bear to the Employer  Securities  allocated to all Employer
Securities Accounts.  This first allocation of released Employer Securities must
equal the greater of: (1) the shares of released  Employer  Securities  equal to
the fair  market  value  of the cash  dividends  attributable  to the  allocated
Employer  Securities;  or (2) the  number  of shares  of all  released  Employer
Securities  attributable to the cash dividends on allocated Employer Securities.
If  any  released  Employer   Securities  remain  unallocated  after  the  first
allocation,  the Advisory  Committee  will  allocate  these  remaining  released
Employer  Securities  under  Section  3.04(A)  as if the  Employer  has  made an
Employer  contribution equal to the amount of the cash dividend  attributable to
the unallocated Employer Securities.

[D] Segregated Investment Accounts. A segregated investment Account receives all
income it earns and bears all  expense  or loss it incurs.  As of the  valuation
date, the Advisory Committee must reduce a segregated Account for any forfeiture
arising  under  Section  5.09 after the  Advisory  Committee  has made all other
allocations, changes or adjustments to the Account for the Plan Year.

[E] Additional  rules. An excess Amount or suspense account  described in Part 2
of Article  III does not share in the  allocation  of net  income,  gain or loss
described  in this  Section  9.11.  This  Section  9.11  applies  solely  to the
allocation of net income, gain or loss of the Trust. The Advisory Committee will
allocate the Employer  contributions  and  Participant  forfeitures,  if any, in
accordance with Article III.



<PAGE>


     9.12 INDIVIDUAL STATEMENT. As soon as practicable after the Accounting Date
of each Plan Year, but within the time  prescribed by ERISA and the  regulations
under ERISA,  the Plan  Administrator  will deliver to each  Participant (and to
each Beneficiary) a statement reflecting the condition of his Accrued Benefit in
the Trust as of that date and such other information ERISA requires be furnished
the Participant or Beneficiary. No Participant,  except a member of the Advisory
Committee,  has the right to inspect the records  reflecting  the Account of any
other Participant.

     9.13 ACCOUNT  CHARGED.  The Advisory  Committee will charge a Participant's
Account for all distributions  made from that Account to the Participant,  or to
his  Beneficiary  or to an alternate  payee.  The Advisory  Committee  also will
charge a Participant's  Account for any administrative  expenses incurred by the
Plan directly related to that Account.

     9.14  UNCLAIMED  ACCOUNT  PROCEDURE.  The Plan does not require  either the
Trustee or the Advisory Committee to search for, or to ascertain the whereabouts
of,  any  Participant  or  Beneficiary.   At  the  time  the   Participant's  or
Beneficiary's  benefit  becomes  distributable  under  Article VI, the  Advisory
Committee,  by certified or registered  mail addressed to his last known address
of  record  with  the  Advisory  Committee  or the  Employer,  must  notify  any
Participant,  or Beneficiary,  that he is entitled to a distribution  under this
Plan.  The notice must quote the  provisions  of this Section 9.14 and otherwise
must comply with the notice  requirements of Article VI. If the Participant,  or
Beneficiary, fails to claim his distributive share or make his whereabouts known
in writing to the Advisory Committee within 6 months from the date of mailing of
the notice, the Advisory Committee will treat the Participant's or Beneficiary's
unclaimed payable Accrued Benefit as forfeited and will reallocate the unclaimed
payable Accrued Benefit in accordance with Section 3.05. A forfeiture under this
paragraph will occur at the end of the notice period or, if later,  the earliest
date  applicable  Treasury  regulations  would  permit the  forfeiture.  Pending
forfeiture,  the Advisory  Committee,  following  the  expiration  of the notice
period, may direct the Trustee to segregate the  Nonforfeitable  Accrued Benefit
in a  segregated  Account and to invest  that  segregated  Account in  Federally
insured  interest bearing savings accounts or time deposits (or in a combination
of both), or in other fixed income investments.

     If a  Participant  or  Beneficiary  who has  incurred a  forfeiture  of his
Accrued Benefit under the provisions of the first paragraph of this Section 9.14
makes a claim,  at any time,  for his forfeited  Accrued  Benefit,  the Advisory
Committee must restore the  Participant's  or  Beneficiary's  forfeited  Accrued
Benefit to the same dollar  amount as the dollar  amount of the Accrued  Benefit
forfeited,  unadjusted for any gains or losses occurring  subsequent to the date
of the forfeiture.  The Advisory  Committee will make the restoration during the
Plan Year in which the  Participant or Beneficiary  makes the claim,  first from
the amount, if any, of Participant  forfeitures the Advisory Committee otherwise
would  allocate  for the Plan Year,  then from the amount,  if any, of the Trust
Fund net  income  or gain  for the Plan  Year  and  then  from  the  amount,  or
additional amount, the Employer  contributes to enable the Advisory Committee to
make the required restoration. The Advisory Committee must direct the Trustee to
distribute the  Participant's or  Beneficiary's  restored Accrued Benefit to him
not later  than 60 days  after the close of the Plan Year in which the  Advisory
Committee restores the forfeited Accrued Benefit.  The forfeiture  provisions of
this  Section  9.14 apply solely to the  Participant's  or to the  Beneficiary's
Accrued Benefit derived from Employer contributions.

                          * * * * * * * * * * * * * * *


<PAGE>


                                    ARTICLE X
                           TRUSTEE, POWERS AND DUTIES

     10.01 ACCEPTANCE.  The Trustee accepts the Trust created under the Plan and
agrees to perform the obligations imposed. The Trustee must provide bond for the
faithful  performance  of its duties  under the Trust to the extent  required by
ERISA. 

     10.02 RECEIPT OF CONTRIBUTIONS.  The Trustee is accountable to the Employer
for the funds  contributed to it by the Employer,  but does not have any duty to
see that the contributions  received comply with the provisions of the Plan. The
Trustee is not obliged to collect any  contributions  from the Employer,  nor is
obliged to see that  funds  deposited  with it are  deposited  according  to the
provisions of the Plan.

     10.03 FULL INVESTMENT POWERS.

[A] Trustee Powers. The Trustee has full discretion and authority with regard to
the investment of the Trust Fund,  except with respect to a Plan asset under the
control or direction of a properly appointed  Investment Manager or with respect
to a Plan asset subject to Employer, Participant or Advisory Committee direction
of  investment.  The Trustee must  coordinate  its  investment  policy with Plan
financial needs as communicated to it by the Advisory Committee.  The Trustee is
authorized  and  empowered,  but not by way of  limitation,  with the  following
powers, rights and duties:

          (a)  To  invest  the  Trust  Fund  primarily  in  Employer  Securities
          ("primarily"  meaning  the  authority  to hold and to acquire not more
          than 100% of the Trust Fund in Employer  Securities) and to invest any
          part or all of the  Trust  Fund in any  common  or  preferred  stocks,
          open-end or closed-end  mutual funds, put and call options traded on a
          national  exchange,  United States  retirement  plan bonds,  corporate
          bonds,  debentures,  convertible  debentures,  commercial  paper, U.S.
          Treasury  bills,  U.S.  Treasury  notes and other  direct or  indirect
          obligations of the United States Government or its agencies,  improved
          or  unimproved  real  estate  situated in the United  States,  limited
          partnerships,  insurance  contracts of any type,  mortgages,  notes or
          other  property  of any  kind,  real or  personal,  and to buy or sell
          options on common stock on a nationally  recognized  exchange  with or
          without  holding the  underlying  common stock,  and to make any other
          investments the Trustee deems  appropriate,  as a prudent man would do
          under like  circumstances  with due regard  for the  purposes  of this
          Plan. Any investment  made or retained by the Trustee in good faith is
          proper  but  must  be  of a  kind  (with  the  exception  of  Employer
          Securities) constituting a diversification  considered by law suitable
          for trust investments.

          (b) To  retain  in  cash  so much  of the  Trust  Fund as it may  deem
          advisable  to satisfy  liquidity  needs of the Plan and to deposit any
          cash held in the Trust Fund in a bank account at reasonable interest.



<PAGE>


          (c)  To  invest,  if  the  Trustee  is a  bank  or  similar  financial
          institution supervised by the United States or by a State, in any type
          of deposit of the Trustee (or of a bank related to the Trustee  within
          the meaning of Code  ss.414(b)) at a reasonable rate of interest or in
          a common trust fund (the  provisions of which govern the investment of
          such  assets and which the Plan  incorporates  by this  reference)  as
          described  in Code  ss.584  which the Trustee  (or its  affiliate,  as
          defined in Code  ss.1504)  maintains  exclusively  for the  collective
          investment of money  contributed by the bank (or the affiliate) in its
          capacity as trustee and which conforms to the rules of the Comptroller
          of the Currency.

          (d) To manage,  sell,  contract to sell,  grant  options to  purchase,
          convey, exchange,  transfer,  abandon,  improve, repair, insure, lease
          for any term even though  commencing in the future or extending beyond
          the term of the Trust,  and otherwise deal with all property,  real or
          personal,  in such manner,  for such  considerations and on such terms
          and conditions as the Trustee decides.

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

          (f) To borrow  money,  to assume  indebtedness,  extend  mortgages and
          encumber by mortgage or pledge.

          (g) To compromise,  contest,  arbitrate or abandon claims and demands,
          in its discretion.

          (h) To vote,  subject to Section  10.17,  all voting stock held by the
          Trust Fund;

          (i) To lease for oil,  gas and other  mineral  purposes  and to create
          mineral  severances  by  grant  or  reservation;  to pool  or  unitize
          interests in oil, gas and other minerals;  and to enter into operating
          agreements and to execute division and transfer orders.

          (j) To hold  any  securities  or  other  property  in the  name of the
          Trustee or its nominee,  with depositories or agent depositories or in
          another form as it may deem best, with or without disclosing the trust
          relationship.

          (k) To perform  any and all other acts in its  judgment  necessary  or
          appropriate for the proper and advantageous management, investment and
          distribution of the Trust.

          (l) To retain any funds or  property  subject to any  dispute  without
          liability for the payment of interest,  and to decline to make payment
          or delivery of the funds or property until final  adjudication is made
          by a court of competent jurisdiction.


<PAGE>


          (m) To file all tax returns required of the Trustee.

          (n) To  furnish  to the  Employer,  the  Plan  Administrator  and  the
          Advisory   Committee  an  annual  statement  of  account  showing  the
          condition   of  the  Trust   Fund  and  all   investments,   receipts,
          disbursements  and other  transactions  effected by the Trustee during
          the Plan Year covered by the  statement and also stating the assets of
          the  Trust  held at the  end of the  Plan  Year,  which  accounts  are
          conclusive  on  all  persons,   including   the  Employer,   the  Plan
          Administrator  and the  Advisory  Committee,  except  as to any act or
          transaction  concerning which the Employer,  the Plan Administrator or
          the Advisory  Committee files with the Trustee  written  exceptions or
          objections  within 90 days after the  receipt of the  accounts  or for
          which ERISA authorizes a longer period within which to object.

          (o)  To  begin,   maintain  or  defend  any  litigation  necessary  in
          connection  with  the  administration  of the  Plan,  except  that the
          Trustee is not obliged or required to do so unless  indemnified to its
          satisfaction.

     The Trustee will allocate any insurance proceeds received from the purchase
of insurance contracts under paragraph (a) to Participants' Accounts in the same
manner as the allocation under Section 3.04(A) of the Employer  contribution for
the Plan Year in which the death of the insured Participant occurs.

[B] Exempt Loan. This Section  10.03[B]  specifically  authorizes the Trustee to
enter into an Exempt Loan  transaction.  The following terms and conditions will
apply to any Exempt Loan:

          (1) The Trustee  will use the proceeds of the loan within a reasonable
          time after receipt only for any or all of the following purposes:  (i)
          to acquire Employer  Securities,  (ii) to repay such loan, or (iii) to
          repay a prior Exempt  Loan.  Except as provided  under  Article XI, no
          Employer  Security acquired with the proceeds of an Exempt Loan may be
          subject  to a put,  call or  other  option,  or  buy-sell  or  similar
          arrangement while held by and when distributed from this Plan, whether
          or not this Plan is then an employee stock ownership plan.

          (2)  The  interest  rate of the  Exempt  Loan  may not be more  than a
          reasonable rate of interest.

          (3) Any  collateral  the Trustee  pledges to the creditor must consist
          only of the assets  purchased by the  borrowed  funds and those assets
          the Trust used as  collateral on the prior Exempt Loan repaid with the
          proceeds of the current Exempt Loan.



<PAGE>


          (4) The  creditor  may have no  recourse  against  the Trust under the
          Exempt  Loan  except  with  respect to such  collateral  given for the
          Exempt  Loan,  contributions  (other  than  contributions  of Employer
          Securities)  that  the  Employer  makes  to  the  Trust  to  meet  its
          obligations  under the Exempt Loan, and earnings  attributable to such
          collateral and the investment of such contributions.  The payment made
          with respect to an Exempt Loan by the Plan during a Plan Year must not
          exceed an amount equal to the sum of such  contributions  and earnings
          received  during  or prior to the year  less  such  payments  in prior
          years. The Advisory  Committee and the Trustee must account separately
          for such  contributions  and  earnings  in the books of account of the
          Plan until the Trust repays the Exempt Loan.

          (5) In the event of default  upon the loan,  the value of Plan  assets
          transferred  in  satisfaction  of the Exempt  Loan must not exceed the
          amount of the default, and if the lender is a Disqualified Person, the
          Exempt Loan must provide for transfer of Plan assets upon default only
          upon and to the extent of the  failure of the Plan to meet the payment
          schedule of the Exempt Loan.

          (6) The Trustee  must add and maintain  all assets  acquired  with the
          proceeds  of an Exempt  Loan in a  suspense  Account.  In  withdrawing
          assets  from  the  suspense  Account,   the  Trustee  will  apply  the
          provisions  of Treas.  Reg.  ss.ss.54.4975-7(b)(8)  and (15) as if all
          securities in the suspense Account were  encumbered.  Upon the payment
          of any  portion of the loan,  the  Trustee  will effect the release of
          assets in the suspense Account from  encumbrances.  For each Plan Year
          during  the  duration  of the  Exempt  Loan,  the  number of  Employer
          Securities  released  must  equal the  number of  encumbered  Employer
          Securities held  immediately  before release for the current Plan Year
          multiplied by a fraction.  The numerator of the fraction is the amount
          of principal and interest paid for the Plan Year.  The  denominator of
          the  fraction  is the sum of the  numerator  plus  the  principal  and
          interest to be paid for all future  Plan  Years.  The number of future
          Plan Years under the loan must be definitely ascertainable and must be
          determined  without  taking into  account any  possible  extension  or
          renewal  periods.  If the  interest  rate  under  the  Exempt  Loan is
          variable,  the  interest  to be  paid in  future  Plan  Years  must be
          computed by using the interest  rate  applicable  as of the end of the
          Plan Year.  If  collateral  includes  more than one class of  Employer
          Securities,  the  number of  Employer  Securities  of each class to be
          released  for a Plan  Year must be  determined  by  applying  the same
          fraction to each such class.  The  Advisory  Committee  will  allocate
          assets  withdrawn  from  the  suspense  Account  to  the  Accounts  of
          Participants  who otherwise  share in the allocation of the Employer's
          contribution  for the Plan  Year for which  the  Trustee  has paid the
          portion of the Exempt Loan resulting in the release of the assets. The
          Advisory  Committee  consistently will make this allocation as of each
          Accounting  Date on the  basis  of  non-monetary  units,  taking  into
          account the relative  Compensation of all such  Participants  for such
          Plan Year.

          (7) The loan must be for a specific term and may not be payable at the
          demand of any person except in the case of default.



<PAGE>


          (8)  Notwithstanding the fact this Plan ceases to be an employee stock
          ownership plan,  Employer  Securities acquired with the proceeds of an
          Exempt  Loan will  continue  after the  Trustee  repays the loan to be
          subject to the provisions of Treas. Reg. ss.ss.54.4975-7(b)(4),  (10),
          (11) and (12)  relating to put,  call or other options and to buy-sell
          or similar  arrangements,  except to the extent these  regulations are
          inconsistent with Code ss.409(h).

     10.04 RECORDS AND STATEMENTS.  The records of the Trustee pertaining to the
Plan  must  be  open  to the  inspection  of the  Plan  Administrator,  Advisory
Committee and the Employer at all reasonable  times and may be audited from time
to time by any person or persons as the Employer, Plan Administrator or Advisory
Committee   may  specify  in  writing.   The  Trustee   must  furnish  the  Plan
Administrator or Advisory  Committee with whatever  information  relating to the
Trust Fund the Plan Administrator or Advisory Committee considers necessary.

     10.05 FEES AND EXPENSES  FROM FUND.  The Trustee  will  receive  reasonable
annual compensation as may be agreed upon from time to time between the Employer
and the Trustee.  The Trustee will pay all fees and expenses reasonably incurred
by it in its administration of the Plan from the Trust Fund, unless the Employer
pays the fees and  expenses.  The Advisory  Committee  will not treat any fee or
expense  paid,   directly  or  indirectly,   by  the  Employer  as  an  Employer
contribution,  provided the fee or expense relates to the ordinary and necessary
administration  of the  Fund.  No  person  who is  receiving  full  pay from the
Employer may receive compensation for services as Trustee.

     10.06 PARTIES TO LITIGATION.  Except as otherwise  provided by ERISA,  only
the Employer,  the Plan Administrator,  the Advisory Committee,  and the Trustee
are necessary parties to any court proceeding involving the Trustee or the Trust
Fund.  No  Participant,  or  Beneficiary,  is  entitled to any notice of process
unless required by ERISA.  Any final judgment  entered in any proceeding will be
conclusive upon the Employer,  the Plan  Administrator,  the Advisory Committee,
the Trustee, Participants and Beneficiaries.

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

     10.08  DISTRIBUTION  OF TRUST FUND.  Subject to Section 13.06,  the Trustee
will make all  distributions  of benefits under the Plan in Employer  Securities
valued at fair market value at the time of distribution. The Trustee will pay in
cash any fractional  security share to which a Participant or his Beneficiary is
entitled.  In the  event  the  Trustee  is to make a  distribution  in shares of
Employer  Securities,  the  Trustee  may apply any  balance  in a  Participant's
General  Investments  Account to provide whole shares of Employer Securities for
distribution at the then fair market value.



<PAGE>


     If the Employer's charter or bylaws restrict ownership of substantially all
shares of Employer  Securities  to Employees,  or to the Trust,  as described in
Code  ss.409(h)(2),  the Trustee will make the  distribution  of a Participant's
Accrued Benefit entirely in cash.

     Notwithstanding  the  preceding  provisions  of  this  Section  10.08,  the
Trustee,  if directed in writing by the Advisory  Committee,  will pay, in cash,
any  cash  dividends  on  Employer   Securities   allocated,   or  allocable  to
Participants'   Employer   Securities   Accounts,   irrespective  of  whether  a
Participant  is fully vested in his Employer  Securities  Account.  The Advisory
Committee's direction must state whether the Trustee is to pay the cash dividend
distributions  currently, or within the 90 day period following the close of the
Plan Year in which the Employer  pays the  dividends to the Trust.  The Advisory
Committee  may request  the  Employer to pay  dividends  on Employer  Securities
directly to Participants.

     10.09 DISTRIBUTION  DIRECTIONS.  If no one claims a payment or distribution
made from the Trust, the Trustee must promptly notify the Advisory Committee and
then dispose of the payment in accordance  with the subsequent  direction of the
Advisory Committee.

     10.10 THIRD PARTY/MULTIPLE  TRUSTEES. No person dealing with the Trustee is
obligated  to see to the  proper  application  of any  money  paid  or  property
delivered to the Trustee,  or to inquire  whether the Trustee has acted pursuant
to any of the terms of the Plan.  Each person  dealing  with the Trustee may act
upon any notice,  request or representation in writing by the Trustee, or by the
Trustee's duly authorized  agent,  and is not liable to any person in so acting.
The  certificate  of the Trustee that it is acting in  accordance  with the Plan
will be conclusive in favor of any person  relying on the  certificate.  If more
than two  persons act as Trustee,  a decision  of the  majority of such  persons
controls with respect to any decision regarding the administration or investment
of the Trust Fund or any  portion  of the Trust Fund with  respect to which such
persons act as Trustee.  However, the signature of only one Trustee is necessary
to effect any transaction on behalf of the Trust.

     10.11  RESIGNATION.  The  Trustee  may resign at any time as Trustee of the
Plan by giving 30 days'  written  notice in advance to the  Employer  and to the
Advisory Committee.  If the Employer fails to appoint a successor Trustee within
60 days of its  receipt of the  Trustee's  written  notice of  resignation,  the
Trustee  will treat the  Employer as having  appointed  itself as Trustee and as
having filed its acceptance of appointment with the former Trustee.

     10.12 REMOVAL.  The Employer,  by giving 30 days' written notice in advance
to the  Trustee,  may remove any  Trustee.  In the event of the  resignation  or
removal  of a Trustee,  the  Employer  must  appoint a  successor  Trustee if it
intends to  continue  the Plan.  If two or more  persons  hold the  position  of
Trustee,  in the event of the removal of one such person,  during any period the
selection  of a  replacement  is  pending,  or during any period  such person is
unable to serve for any reason,  the remaining person or persons will act as the
Trustee.



<PAGE>


     10.13 INTERIM DUTIES AND SUCCESSOR TRUSTEE. Each successor Trustee succeeds
to the title to the Trust vested in his  predecessor by accepting in writing his
appointment  as  successor  Trustee  and filing the  acceptance  with the former
Trustee and the Advisory  Committee without the signing or filing of any further
statement.  The  resigning or removed  Trustee,  upon receipt of  acceptance  in
writing of the Trust by the successor Trustee, must execute all documents and do
all acts  necessary to vest the title of record in any successor  Trustee.  Each
successor  Trustee  has and enjoys all of the  powers,  both  discretionary  and
ministerial,  conferred under this Agreement upon his  predecessor.  A successor
Trustee  is  not  personally  liable  for  any  act  or  failure  to  act of any
predecessor  Trustee,  except as required under ERISA.  With the approval of the
Employer and the Advisory  Committee,  a successor Trustee,  with respect to the
Plan,  may accept the account  rendered  and the  property  delivered to it by a
predecessor  Trustee without  incurring any liability or  responsibility  for so
doing.

     10.14 VALUATION OF TRUST.  The Trustee must value the Trust Fund as of each
Accounting Date to determine the fair market value of each Participant's Accrued
Benefit in the  Trust,  and the  Trustee  also must value the Trust Fund on such
other dates, as directed by the Advisory  Committee.  With respect to activities
carried on by the Plan, an independent appraiser meeting requirements similar to
those prescribed by Treasury  regulations  under Code  ss.170(a)(1) must perform
all  valuations  of Employer  Securities  which are not readily  tradeable on an
established  securities  market.  The valuation  requirement of the  immediately
preceding sentence applies to all Employer Securities acquired by the Plan.

     10.15  LIMITATION  ON LIABILITY -- IF  INVESTMENT  MANAGER  APPOINTED.  The
Trustee is not liable for the acts or  omissions  of any  Investment  Manager or
Managers  the  Advisory  Committee  may  appoint,  nor is the Trustee  under any
obligation to invest or otherwise  manage any asset of the Plan which is subject
to the  management  of a properly  appointed  Investment  Manager.  The Advisory
Committee, the Trustee and any properly appointed Investment Manager may execute
a  letter   agreement   as  a  part  of  this  Plan   delineating   the  duties,
responsibilities  and liabilities of the Investment  Manager with respect to any
part of the Trust Fund under the control of the Investment Manager.

     10.16  INVESTMENT  IN  GROUP  TRUST  FUND.  The  Trustee,   for  collective
investment  purposes,  may combine into one trust fund the Trust  created  under
this Plan with the Trust created under any other  qualified  retirement plan the
Employer  maintains.  However,  the Trustee must  maintain  separate  records of
account  for the  assets  of each  Trust  in  order  to  reflect  properly  each
Participant's Accrued Benefit under the plan(s) in which he is a Participant.

     10.17 PARTICIPANT VOTING RIGHTS -- EMPLOYER SECURITIES. With respect to the
voting of Employer Securities which are not part of a registration-type class of
securities (as defined in Code ss.409(e)(4)), a Participant (or Beneficiary) has
the right to direct the Trustee regarding the voting of such Employer Securities
allocated to his  Employer  Securities  Account  with  respect to any  corporate
matter which  involves the approval or  disapproval  of any corporate  merger or
consolidation,  recapitalization,  reclassification,  liquidation,  dissolution,
sale of  substantially  all  assets  of a trade  or  business,  or such  similar
transaction as the Treasury may prescribe in regulations.


<PAGE>


     The voting  rights  provided in this Section  10.17 extend to all corporate
matters  requiring a vote of  stockholders  with respect to Employer  Securities
allocated to the Participant's Employer Securities Account which are:

          (a) part of a registration type class of securities; or

          (b) Employer  Securities  acquired after July 10, 1989,  pursuant to a
          "securities acquisition loan" within the meaning of Code ss.133.

                          * * * * * * * * * * * * * * *


<PAGE>


                                   ARTICLE XI
                                  MISCELLANEOUS

     11.01  EVIDENCE.  Anyone  required to give evidence  under the terms of the
Plan may do so by certificate,  affidavit,  document or other  information which
the person to act in reliance may consider pertinent,  reliable and genuine, and
to have been signed, made or presented by the proper party or parties.  Both the
Advisory  Committee  and the Trustee are fully  protected  in acting and relying
upon any evidence described under the immediately preceding sentence.

     11.02 NO  RESPONSIBILITY  FOR EMPLOYER ACTION.  Neither the Trustee nor the
Advisory  Committee  has any  obligation or  responsibility  with respect to any
action  required by the Plan to be taken by the  Employer,  any  Participant  or
eligible Employee, or for the failure of any of the above persons to act or make
any payment or contribution,  or to otherwise  provide any benefit  contemplated
under this  Plan.  Furthermore,  the Plan does not  require  the  Trustee or the
Advisory  Committee to collect any  contribution  required under the Plan, or to
determine the  correctness of the amount of any Employer  contribution.  Neither
the Trustee nor the Advisory  Committee need inquire into or be responsible  for
any action or failure  to act on the part of the  others,  or on the part of any
other person who has any responsibility regarding the management, administration
or  operation  of the Plan,  whether  by the  express  terms of the Plan or by a
separate  agreement  authorized by the Plan or by the  applicable  provisions of
ERISA.  Any action  required  of a  corporate  Employer  must be by its Board of
Directors or its designate.

     11.03 FIDUCIARIES NOT INSURERS.  The Trustee,  the Advisory Committee,  the
Plan Administrator and the Employer in no way guarantee the Trust Fund from loss
or depreciation.  The Employer does not guarantee the payment of any money which
may be or becomes due to any person from the Trust Fund.  The  liability  of the
Advisory  Committee  and the Trustee to make any payment  from the Trust Fund at
any time and all times is limited to the then available assets of the Trust.

     11.04  WAIVER OF NOTICE.  Any person  entitled to notice under the Plan may
waive the notice,  unless the Code or Treasury regulations  prescribe the notice
or ERISA specifically or impliedly prohibits such a waiver.

     11.05 SUCCESSORS. The Plan is binding upon all persons entitled to benefits
under the Plan,  their  respective  heirs  and legal  representatives,  upon the
Employer,  its  successors  and  assigns,  and upon the  Trustee,  the  Advisory
Committee, the Plan Administrator and their successors.

     11.06 WORD USAGE.  Words used in the  masculine  also apply to the feminine
where  applicable,  and  wherever the context of the Plan  dictates,  the plural
includes the singular and the singular includes the plural.

     11.07 STATE LAW.  Florida law will  determine  all  questions  arising with
respect to the provisions of this Agreement  except to the extent  superseded by
Federal law.



<PAGE>


     11.08  EMPLOYMENT NOT GUARANTEED.  Nothing  contained in this Plan, or with
respect to the  establishment  of the Trust, or any modification or amendment to
the Plan or Trust,  or in the  creation  of any  Account,  or the payment of any
benefit, gives any Employee,  Employee-Participant  or any Beneficiary any right
to continue  employment,  any legal or equitable right against the Employer,  or
Employee of the Employer, or against the Trustee, or its agents or employees, or
against the Plan  Administrator,  except as expressly  provided by the Plan, the
Trust, ERISA or by a separate agreement.

                          * * * * * * * * * * * * * * *


<PAGE>


                                   ARTICLE XII
                    EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

     12.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the Employer
has no beneficial interest in any asset of the Trust and no part of any asset in
the Trust may ever  revert to or be repaid to an  Employer,  either  directly or
indirectly;  nor, prior to the  satisfaction of all liabilities  with respect to
the  Participants  and their  Beneficiaries  under the Plan, may any part of the
corpus or income of the Trust Fund, or any asset of the Trust,  be (at any time)
used for, or  diverted  to,  purposes  other than the  exclusive  benefit of the
Participants or their Beneficiaries.

     12.02  AMENDMENT  BY  EMPLOYER.  The Employer has the right at any time and
from time to time:

          (a) To amend  this  Agreement  in any  manner  it deems  necessary  or
          advisable in order to qualify (or maintain qualification of) this Plan
          and the Trust  created  under it under the  appropriate  provisions of
          Code ss.401(a); and

          (b) To amend this Agreement in any other manner.

     No amendment  may authorize or permit any of the Trust Fund (other than the
part which is required to pay taxes and administration  expenses) to be used for
or diverted to purposes other than for the exclusive benefit of the Participants
or their  Beneficiaries or estates. No amendment may cause or permit any portion
of the  Trust  Fund to  revert  to or become a  property  of the  Employer.  The
Employer  also may not make any amendment  which  affects the rights,  duties or
responsibilities  of  the  Trustee,  the  Plan  Administrator  or  the  Advisory
Committee  without  the  written  consent  of the  affected  Trustee,  the  Plan
Administrator  or the affected  member of the Advisory  Committee.  The Employer
must make all amendments in writing. Each amendment must state the date to which
it is either retroactively or prospectively effective.

(A) Code section  411(d)(6)  protected  benefits.  An amendment  (including  the
adoption of this Plan as a restatement  of an existing  plan) may not decrease a
Participant's  Accrued  Benefit,  except  to the  extent  permitted  under  Code
ss.412(c)(8),  and may not  reduce  or  eliminate  Code  ss.411(d)(6)  protected
benefits  determined  immediately  prior to the adoption date (or, if later, the
effective  date) of the  amendment.  An  amendment  reduces or  eliminates  Code
ss.411(d)(6)  protected  benefits if the  amendment has the effect of either (1)
eliminating or reducing an early retirement benefit or a retirement-type subsidy
(as  defined in  Treasury  regulations),  or (2) except as  provided by Treasury
regulations,  eliminating  an optional form of benefit.  The Advisory  Committee
must  disregard an amendment to the extent  application  of the amendment  would
fail to satisfy this  paragraph.  If the Advisory  Committee  must  disregard an
amendment  because the  amendment  would  violate  clause (1) or clause (2), the
Advisory  Committee must maintain a schedule of the early  retirement  option or
other  optional  forms  of  benefit  the Plan  must  continue  for the  affected
Participants.



<PAGE>


     12.03  DISCONTINUANCE.  The Employer has the right, at any time, to suspend
or discontinue its contributions under the Plan, and to terminate,  at any time,
this Plan and the Trust created under this  Agreement.  The Plan will  terminate
upon the first to occur of the following:

         (a) The date terminated by action of the Employer;

         (b) The  dissolution  or merger of the  Employer,  unless the successor
         makes provision to continue the Plan, in which event the successor must
         substitute  itself as the Employer under this Plan. Any  termination of
         the Plan  resulting  from this  paragraph  (b) is not  effective  until
         compliance with any applicable notice requirements under ERISA.

     12.04 FULL VESTING ON TERMINATION.  Upon either full or partial termination
of the Plan, or, if applicable,  upon complete  discontinuance of profit sharing
plan contributions to the Plan, an affected  Participant's  right to his Accrued
Benefit is 100%  Nonforfeitable,  irrespective of the Nonforfeitable  percentage
which otherwise would apply under Article V.

     12.05 MERGER/DIRECT TRANSFER. The Trustee may not consent to, or be a party
to, any merger or consolidation with another plan, or to a transfer of assets or
liabilities to another plan, unless immediately after the merger,  consolidation
or transfer,  the surviving Plan provides each Participant a benefit equal to or
greater  than the benefit  each  Participant  would have  received  had the Plan
terminated  immediately  before the merger or  consolidation  or  transfer.  The
Trustee  possesses  the specific  authority to enter into merger  agreements  or
direct transfer of assets agreements with the trustees of other retirement plans
described in Code ss.401(a),  including an elective transfer,  and to accept the
direct  transfer of plan assets,  or to transfer plan assets,  as a party to any
such agreement.

     The  Trustee  may accept a direct  transfer  of plan assets on behalf of an
Employee  prior  to the date  the  Employee  satisfies  the  Plan's  eligibility
conditions.  If the  Trustee  accepts  a direct  transfer  of plan  assets,  the
Advisory  Committee and Trustee must treat the Employee as a Participant for all
purposes of the Plan except the  Employee is not a  Participant  for purposes of
sharing in Employer  contributions  or  Participant  forfeitures  under the Plan
until he actually becomes a Participant in the Plan.



<PAGE>


(A)  Elective  transfers.  The  Trustee  may not  consent to, or be a party to a
merger,  consolidation or transfer of assets with a defined benefit plan, except
with respect to an elective transfer,  or unless the transferred benefits are in
the form of paid-up individual annuity contracts guaranteeing the payment of the
transferred  benefits in accordance with the terms of the transferor plan and in
a  manner  consistent  with the Code and with  ERISA.  The  Trustee  will  hold,
administer and distribute the transferred assets as a part of the Trust Fund and
the  Trustee  must  maintain a separate  Employer  contribution  Account for the
benefit of the  Employee on whose  behalf the Trustee  accepted  the transfer in
order to reflect  the value of the  transferred  assets.  Unless a  transfer  of
assets to this Plan is an elective  transfer,  the Plan will  preserve  all Code
ss.411(d)(6) protected benefits with respect to those transferred assets, in the
manner  described in Section 13.02.  A transfer is an elective  transfer if: (1)
the  transfer  satisfies  the first  paragraph of this  Section  13.05;  (2) the
transfer is voluntary,  under a fully informed election by the Participant;  (3)
the Participant has an alternative that retains his Code ss.411(d)(6)  protected
benefits  (including an option to leave his benefit in the  transferor  plan, if
that plan is not terminating); (4) the transfer satisfies the applicable spousal
consent  requirements  of the Code; (5) the transferor  plan satisfies the joint
and survivor notice  requirements of the Code, if the Participant's  transferred
benefit is subject to those  requirements;  (6) the  Participant  has a right to
immediate  distribution  from  the  transferor  plan,  in lieu  of the  elective
transfer;  (7) the transferred benefit is at least the greater of the single sum
distribution  provided  by the  transferor  plan for  which the  Participant  is
eligible or the present  value of the  Participant's  accrued  benefit under the
transferor  plan  payable  at  that  plan's  normal   retirement  age;  (8)  the
Participant has a 100% Nonforfeitable  interest in the transferred  benefit; and
(9)  the  transfer  otherwise  satisfies  applicable  Treasury  regulations.  An
elective transfer may occur between qualified plans of any type.

(B)  Distribution  restrictions  under Code  ss.401(k).  If the Plan  receives a
direct transfer (by merger or otherwise) of elective  contributions  (or amounts
treated  as  elective   contributions)  under  a  Plan  with  a  Code  ss.401(k)
arrangement,  the  distribution  restrictions of Code  ss.ss.401(k)(2)  and (10)
continue to apply to those transferred elective contributions.

     12.06   TERMINATION.   Upon  termination  of  the  Plan,  the  distribution
provisions of Article VI remain operative, with the following exceptions:

         (1) if the present value of the  Participant's  Nonforfeitable  Accrued
         Benefit does not exceed $5,000,  the Advisory Committee will direct the
         Trustee to distribute the Participant's  Nonforfeitable Accrued Benefit
         to him in lump sum as soon as  administratively  practicable  after the
         Plan terminates; and

         (2) if the present value of the  Participant's  Nonforfeitable  Accrued
         Benefit exceeds $5,000, the Participant or the Beneficiary, in addition
         to the  distribution  events  permitted  under Article VI, may elect to
         have the Trustee commence  distribution of his  Nonforfeitable  Accrued
         Benefit  as  soon  as  administratively   practicable  after  the  Plan
         terminates.

     To liquidate  the Trust,  the Advisory  Committee  will purchase a deferred
annuity  contract  for  each  Participant   which  protects  the   Participant's
distribution rights under the Plan, if the Participant's  Nonforfeitable Accrued
Benefit  exceeds  $5,000  and  the  Participant  does  not  elect  an  immediate
distribution pursuant to paragraph (2).



<PAGE>


     If this  paragraph  applies,  in lieu of the  preceding  provisions of this
Section  13.06 and the  distribution  provisions  of Article  VI,  the  Advisory
Committee   will   direct  the   Trustee  to   distribute   each   Participant's
Nonforfeitable  Accrued  Benefit,  in lump  sum,  as  soon  as  administratively
practicable after the termination of the Plan, irrespective of the present value
of the Participant's  Nonforfeitable Accrued Benefit and whether the Participant
consents to that distribution. This paragraph applies only if: (1) the Plan does
not provide an annuity option;  (2) the Plan is a defined  contribution  plan at
the time of its  termination  date;  and (3) as of the period  between  the Plan
termination  date and the final  distribution  of assets,  the Employer does not
maintain any other defined contribution plan (other than an ESOP).

     The Trust will continue until the Trustee in accordance  with the direction
of the Advisory Committee has distributed all of the benefits under the Plan. On
each  valuation  date,  the  Advisory  Committee  will  credit  any  part  of  a
Participant's Accrued Benefit retained in the Trust with its proportionate share
of the Trust's income, expenses, gains and losses, both realized and unrealized.
Upon  termination of the Plan, the amount,  if any, in a suspense  account under
Article  III will  revert to the  Employer,  subject  to the  conditions  of the
Treasury regulations  permitting such a reversion.  A resolution or amendment to
freeze all future benefit accrual but otherwise to continue  maintenance of this
Plan, is not a termination for purposes of this Section 13.06.


<PAGE>


     IN WITNESS  WHEREOF,  the Employer and the Trustee have  executed this Plan
and Trust in  Melbourne,  Florida this _____ day of  __________________________,
1998.


                                         SOFTWARE TECHNOLOGY, INC.


                                        By: /s/ 
                                           -------------------------------------
                                             Officer

                                        EXIGENT INTERNATIONAL


                                        By: /s/
                                           -------------------------------------
                                             Officer

                                         /s/ Don F. Riordan
                                         ---------------------------------------
                                         DON F. RIORDAN
                                         Trustee




<PAGE>

                                 FIRST AMENDMENT
                            SOFTWARE TECHNOLOGY, INC.
                     RESTATED EMPLOYEE STOCK OWNERSHIP PLAN
                               AND TRUST AGREEMENT

     A restated  Employee Stock  Ownership Plan effective  February 1, 1998, was
adopted by Software  Technology,  Inc. The Plan provides in Article XII that the
Plan may be amended by an instrument in writing duly  executed.  It is advisable
to amend the Plan in certain respects.

     IT IS THEREFORE AGREED:

     Subsection  (C) of Section  5.04 of Article V is hereby  added as  follows,
effective January 1, 1999: 

          (C) 0% Vested  Participant.  The deemed  cash-out rule applies to a 0%
          vested  Participant.  A 0% vested  Participant is a Participant  whose
          Accrued  Benefit  derived  from  Employer  contributions  is  entirely
          forfeitable  at the time of his  Separation  from  Service.  Under the
          deemed cash-out rule, the Advisory  Committee will treat the 0% vested
          Participant as having received a cash-out  distribution on the date of
          the  Participant's  Separation  from Service or, if the  Participant's
          Account is entitled to an allocation of Employer contributions for the
          Plan  Year  in  which  he   separates   from   Service,   as  soon  as
          administratively  feasible  following  the  allocation  date  for said
          contribution.  For purposes of applying the restoration  provisions of
          this Section  5.04,  the Advisory  Committee  will treat the 0% vested
          Participant as repaying his cash-out  "distribution" on the first date
          of his re-employment with the Employer.

    In all other respects, the Software Technology, Inc. Restated Employee Stock
Ownership Plan and Trust Agreement as initially adopted and subsequently amended
shall remain in full force and effect.


<PAGE>


    IN WITNESS  WHEREOF,  the  Employer  has caused this First  Amendment to the
Software  Technology,  Inc.  Restated  Employee  Stock  Ownership Plan and Trust
Agreement  to be  executed  by its  duly  authorized  officer  this  24th day of
February, 1999, effective as set forth herein.

                                            SOFTWARE TECHNOLOGY, INC.


                                            By:  /s/ Don F. Riordan, Jr.
                                               ---------------------------------
                                                DON F. RIORDAN, JR.,
                                                Executive Vice President

                                                 /s/ Don F. Riordan, Jr.
                                                --------------------------------
                                                 DON F. RIORDAN, JR.,
                                                 Trustee