<PAGE>
                                                                   Exhibit 10.98
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                              REGIONAL PROTOTYPE 
                                 STANDARDIZED 
                     NON-INTEGRATED DEFINED BENEFIT PLAN 
                          ADOPTION AGREEMENT #03-002
--------------------------------------------------------------------------------
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                                 Sponsored by 
                        COLEMAN CONSULTING CORPORATION



                                  Adopted by 
                      ENVIRONMENTAL POWER CORPORATION   









                                                                       12/23/98


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<PAGE>
 
                       Regional Prototype Standardized 
        Non-Integrated Defined Benefit Plan Adoption Agreement #03-002

                               Table of Contents
                                        
I. Basic Information                                             Page-1
-----------------------------------------------------------------------

I.A. Plan Information  ......................................... Page-1
I.B. Information Relating to Plan Officials .................... Page-2

II. Plan Definitions                                             Page-4
-----------------------------------------------------------------------

II.A. Compensation  ............................................ Page-4
II.B. Service Definitions  ..................................... Page-5
II.C. Retirement        ........................................ Page-7
II.D. Actuarial Assumptions  ................................... Page-8

III. Operative Plan Provisions                                   Page-8
-----------------------------------------------------------------------

III.A. Eligibility  ............................................ Page-8
III.B. Normal Retirement Benefit................................ Page-10
III.C. Early/Late Retirement, Disability and Death Benefits..... Page-13
III.D. Maintenance of Other Plans............................... Page-14
III.E. Vesting Provisions  ..................................... Page-15
III.F. Benefits may be paid in the following forms.............. Page-16
III.G. Life Insurance      ..................................... Page-17
III.H. Timing of Distributions  ................................ Page-18

IV. Miscellaneous Provisions                                     Page-20
------------------------------------------------------------------------

IV.A. Transfers (and rollovers) from Qualified Plans:........... Page-20
IV.B. Life Expectancies for Minimum Distributions............... Page-20
IV.C. Loans to Participants  ................................... Page-20
IV.D. Special Option for Lump Sum Distributions ...... . ....... Page-21
IV.E. Treatment of Excess Assets Upon Plan Termination ......... Page-21
IV.F. Reserved  ................................................ Page-22
IV.G. Controlling State Law  ................................... Page-22

V. Adoption                                                      Page-22
------------------------------------------------------------------------
<PAGE>
 
                        REGIONAL PROTOTYPE STANDARDIZED
                      NON-INTEGRATED DEFINED BENEFIT PLAN
                           ADOPTION AGREEMENT #03-002
                                        

The Employer referred to in Section I.B  hereof,  hereby  adopts  this Plan and
Trust, a copy of which is attached hereto, as of the Effective Date specified
herein, to provide retirement and pre-retirement benefits for its Employees.

Note to Employer:  Failure to complete the Adoption Agreement properly may
result in disqualification of the plan.


I.  Basic Information

      I. A.  Plan Information

      1. This Plan shall be known as the ENVIRONMENTAL POWER CORPORATION
                                         -------------------------------
      RETIREMENT PLAN.
      ----------------

      2. This Trust shall be known as the ENVIRONMENTAL POWER CORPORATION
                                          -------------------------------
      RETIREMENT TRUST.
      -----------------

      3. This Plan is:

         [x] a. A newly adopted Plan effective as of January  1, 1998.
                                                      -----------------

         [ ] b. An Amendment and restatement of a previously qualified Plan 
             which was originally effective _________________________________.

             Except as specifically provided in the Plan, the Effective Date of
             this restatement is __________________________________________.
             (For TRA '86 amendments, enter the first day of the first Plan
             Year beginning in 1989.)

      4. The Plan number shall be    001.
                                     ----

      5. The Plan Year shall be:

         [x] a. the 12 consecutive month period ending on each December 31.
                                                               ------------

         [ ] b. initially the period commencing on  __________________________
                and ending on ______________________, and thereafter the 
                12 consecutive month period ending on each _________________.


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I. A.   Plan Information                                     Page 1
<PAGE>
 
   Standardized Non-Integrated Defined Benefit Plan #03-002
   --------------------------------------------------------

      I. B. Information Relating to Plan Officials

         1. The name of the Employer is  ENVIRONMENTAL POWER CORPORATION.
                                         --------------------------------



         a. Address   500 MARKET STREET SUITE 1E
            ------------------------------------
                  PORTSMOUTH, NH     03801-
                  -----------------------------

         b. Telephone No.                     (603)431-1780
                                              -------------

         c. Business Code No.                 8999
                                              ----

         d. Date Business Started          November 26, 1982
                                           -----------------

         e. Type of Entity:   [x] Corporation            [ ] Partnership
                              [ ] Sole Proprietorship    [ ] S Corporation
                              [ ] Other

       2. The following additional Employers adopt the Plan as Participating
           Employers:

         a.
              ----------------------------------------------------------------

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

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

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

         e.
              ----------------------------------------------------------------

         f.
              ----------------------------------------------------------------

         g.
              ----------------------------------------------------------------

         h.
              ----------------------------------------------------------------

         i.
              ----------------------------------------------------------------

         j.
              ----------------------------------------------------------------

       3. Employer is a member of:

          [ ] Controlled Group [ ] Affiliated Service Group  [x] Not Applicable

       4. Employer's Fiscal Year is 12 consecutive months ending: December 31.
                                                                  ------------
                                                                  month & day
       5. Employer's I.D. No.:    04-2782065.
                                  -----------


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I. B.   Information Relating to Plan Officials               Page 2
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

        6. The Employer hereby designates the following Trustee(s):

          a.   JOSEPH E CRESCI
               --------------------------------------------------------------

          b.   DONALD A LIVINGSTON
               --------------------------------------------------------------

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

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

          e.
               --------------------------------------------------------------

          f.
               --------------------------------------------------------------

          g.
               --------------------------------------------------------------

          h.
               --------------------------------------------------------------

          i.
               --------------------------------------------------------------

          j.
               --------------------------------------------------------------


        7. The Employer hereby designates the following as Plan Administrator:

           [x] a. Employer
 
           [ ] b. Name:

               (If not completed, the Employer shall be designated.)
 
               Address:  500 MARKET STREET SUITE 1E
                         --------------------------
                         PORTSMOUTH, NH    03801-
                         ----------------------------


               Telephone No.:     (603) 431-1780
                                  -------------

        8. The Employer hereby designates the following as the Retirement 
           Committee, to act on behalf of the Plan Administrator (leave blank 
           if no Retirement Committee is appointed):

            a.
               --------------------------------------------------------------

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

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

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

            e.
               --------------------------------------------------------------


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I. B.   Information Relating to Plan Officials               Page 3
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

II. Plan Definitions

      II. A.  Compensation

      1. Compensation additions and exclusions:

         a. Compensation which is not includable in the gross income of the
            Participant under Sections 125, 402(a)(8), 402(h) or 403(b) of 
            the Code

             [x]  i.  shall be included.

             [ ]  ii. shall NOT be included.

         b.  As this is a standardized Plan, no items (such as bonuses,
             overtime or commissions) may be excluded from Compensation.

      2. Compensation shall mean all of each Participant's wages as defined in
         Section 7.4(c) of the Plan:

         a. [ ]   i. Section 3121(a) wages.

            [ ]  ii. Section 3401(a) wages.

            [x] iii. 415 Safe-Harbor Compensation.

            which is actually paid to the Participant during the following
            compensation period:

         b. [ ]   i. The Plan Year.

            [x]  ii. The Employer's fiscal year ending with or within the Plan
                     Year.

            [ ] iii. The Limitation year ending with or within the Plan Year.

            [ ] iv.  The Calendar Year ending with or within the Plan Year.

        3. For plan purposes, maximum Annual Compensation shall be:

            [ ] a. $ ___________(not to exceed maximum allowed under Code 
                   Section 401(a)(17), i.e. $200,000 in 1989 and adjusted by 
                   the Secretary of the Treasury for cost of living increases).

            [x] b. Maximum allowed under Section 401(a)(17).

        4. Average Annual Compensation.

           Average Annual Compensation shall be averaged over:

            [ ] a. __________ (not less than 3) consecutive compensation periods
                   as selected in II.A.2.b. which produce the highest average 
                   within the last 10 years of service.

            [x] b. 3.00 (not less than 3) highest  consecutive  compensation
                   ----                                                      
                   periods as selected in II.A.2.b.

            [ ] c. Not Applicable. Benefit formula is Unit Credit Career 
                   Average.



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I. A.   Compensation                                         Page 4
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------


        5. Annualization (Optional).

           If a Participant works less than a full twelve month period, his
           Compensation for the partial year may be annualized for benefit 
           accrual purposes. If Compensation is annualized, the method of 
           annualization will be to multiply the actual Compensation
           for the twelve month period by the ratio of:

           [ ] a. maximum hours of Credited Service necessary to earn a full 
                  year of Credited Service over the Participant's actual 
                  Hours of Credited Service.

           [ ] b. total working days in the twelve month period over the
                  Participant's actual day worked.

           [ ] c. 52 over the number of weeks in which any Hours of Credited
                  Service were completed by the Participant.

           [ ] d. 12 over the number of months in which any Hours of Credited
                  Service were completed by the Participant.


      II. B.  Service Definitions

        1. The Limitation Year of the Plan shall be:

           [x] a. Plan Year
 
           [ ] b.
                  -------------------------------------------------------
 
        2. The Computation Period for vesting and Breaks-in-Service shall be:

           [x] a. Plan Year

           [ ] b.
                  -------------------------------------------------------
                  (If no period is specified in either of the above two 
                  options, the Plan Year shall be selected).

        3. If this option is selected then Section 2.23  of the Plan is 
           applied so that the Computation Period for eligibility purposes shall
           be successive anniversaries of the Employee's Employment Commencement
           Date.

           [x] This option is selected.

        4. The Employer elects pursuant to Section 2.45(g) of the Plan to count
           Hours of Service based on the following:

           [x] a. Actual hours of employment.

           [ ] b. Forty-five (45) hours for weekly pay period.
 
           [ ] c. Ninety (90) hours for each biweekly pay period.

           [ ] d. One hundred ninety (190) hours for each monthly pay period.

           [ ] e. On the basis of the elapsed time method.  For vesting purposes
                  where partial years are included, a full year credit will 
                  be given for:

                  [ ] i.      weeks of elapsed time.
                        -----


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II. B.   Service Definitions                               Page 5
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

                  [ ] ii.        months of service.
                          ------

                  [ ] iii. not applicable.

                  (If no option is selected actual hours of employment shall be
                  counted.)

        5. The Anniversary Date shall be: December 31
                                          ---------------------------
           (If not specified, the Anniversary Date shall be the first day of 
           Plan Year.)

        6. Service for vesting and eligibility purposes with the following
           predecessor Employers shall be:

           [ ] a. Excluded.

           [ ] b. Included from                          (fill in date)
                               -------------------------
           [ ] c. Included for such years a qualified retirement plan was
                  maintained by such from                   (fill in date)
                                          ------------------

           Name of predecessor employer(s):

           (i)
                 ----------------------------------------------------

           (ii)
                 ----------------------------------------------------

           (iii)
                 ----------------------------------------------------

        7. Definition of Year of Credited Service for Accrual of Benefits

           a. For purposes of computing a Participant's Accrued benefits, choose
              one of the following provisions:

           [ ]  i. Full Year Accrual - Each Participant who completes either
                   more than (not more than 500) Hours of Service during the
                   Plan Year or is employed on the last day of the Plan Year
                   shall be credited with a full Year of Service for Accrued
                   Benefit purposes.

           [x] ii. Partial Year Accrual - Each Participant who completes 1000
                                                                         ----
                   (not greater than 2,000) Hours of Service during the Plan
                   Year shall be credited with a full Year of Service for
                   Accrued Benefit purposes (Required Hours).

                   If the Participant either completes more than 500 Hours of
                   Service during the Plan Year or is employed on the last day
                   of the Plan Year but has less than the hours required for a
                   full year of credit specified above, each Participant shall
                   receive an accrual for such year which bears the same ratio
                   to a full accrual for such year as the number of hours the
                   Participant actually completes bears to the required hours
                   for full accrual.

                   If the Participant completes less than 501 Hours of Service
                   during the Plan Year and is not employed on the last day of
                   the Plan Year he shall not receive any accrual for the Plan
                   Year.

--------------------------------------------------------------------------------
II. B.  Service Definitions                                  Page 6
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

           b. Accrual of Benefits for Plan Years prior to 1990. (Optional)

              If a Participant completes less than             (not more than
                                                   ------------
              1,000) Hours of Service for a Plan Year beginning before 
 
              ---------------------  
              (not later than the first day of the Plan Year beginning in 
              1990) or such later date as allowed by the IRS, he shall not
              receive any accrual for that Plan Year.

      II. C.  Retirement

        1. The Normal Retirement Age shall be:

           [ ] a. Age ________   (not to exceed age 65).

           [x] b. The later of age   62       (not to exceed 65) or the  5th
                                     --                          ------    
                  anniversary of the participation commencement date. Except as
                  specified in Section 2.55 of the Plan, the Normal Retirement
                  Age shall not be later than the later of Age 65 or the fifth
                  (5th) anniversary of the participation commencement date.

                  The participation commencement date is the first day of the 
                  first Plan Year in which the Participant commenced
                  participation in the plan.

        2. The Early Retirement Date shall be:

           [ ] a. _____ Years prior to Normal Retirement Date, but not prior to 
                  the Participant's original Entry Date.

           [ ] b. The later of: Age ______; or the completion of:

                  [ ]        Years of Service;
                      ------
                  [ ]        Years of Participation.
                      ------
           [ ] c. Age     .
                     -----
           [x] d. There shall be no Early Retirement Date.

        3. Normal Retirement Date Rounding.  A Participant shall become eligible
           to receive his normal retirement benefits on the:

           [x] a. FIRST DAY OF THE MONTH FOLLOWING the attainment of his Normal
                  Retirement Age.

           [ ] b. EXACT DATE the Participant actually attains his Normal
                  Retirement Age (e.g. his 65th birthday or exactly 5 years 
                  from his initial plan participation).

           [ ] c. FIRST DAY OF THE MONTH COINCIDENT WITH OR FOLLOWING the
                  attainment of his Normal Retirement Age.
  


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II. C.  Retirement                                           Page 7
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------


II. D.  Actuarial Assumptions
        1. Actuarial Equivalencies

           For determining benefits payable in a form other than the 
           Normal Form:

           a. Interest Rate per Year

               i.  Pre-Retirement:      6.00%
                                        -----

               ii. Post Retirement:     5.50%
                                        -----

            b. Mortality Table

               i.  Post Retirement:  1983 IAM
                                     --------
   
               ii. Pre Retirement:

                   [x] (a)  None

                   [ ] (b)  Same as Post Retirement

                   [ ] (c)

        2. Top Heavy

           For determining present value of benefits for Top Heavy purposes:

           a. Interest Rate per Year

              i.  Pre-Retirement:      6.00%
                                       -----

              ii. Post Retirement:     5.50%
                                       -----

           b. Mortality Table

              i.  Post Retirement:  1983 IAM
                                    --------

              ii. Pre Retirement:

                  [x] (a)  None

                  [ ] (b)  Same as Post Retirement

                  [ ] (c)


III. Operative Plan Provisions

     III. A.  Eligibility

        1. Classes of Employees eligible to participate shall be all Employees
           of an Affiliated Employer with the following exclusions:

           [ ] a. Employees whose employment is covered by a collective
                  bargaining agreement between the Employer and Employee
                  representatives for which retirement benefits have been the
                  subject of good faith bargaining and if two (2) percent or
                  less of the Employees of the Employer who are covered pursuant
                  to that agreement


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II. D.  Actuarial Assumptions                                Page 8
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

                  are professionals as defined in Section 1.401(b)-9(g) of the
                  regulations. For this purpose, the term "Employee
                  representatives" does not include any organization more than
                  half of whose members are Employees who are owners, officers
                  or executives of the Employer.

           [ ] b. Non-Resident Aliens with no United States Income.

        2. Employees shall be eligible to participate after attaining the     
           following age:

           [x] a. 21 (Not to exceed Age 21)

           [ ] b. No minimum age requirement.

        3. Service Requirements shall be:

           [x] a. Completion of 1 Year(s) of Service not to exceed two 
                                -
                  (2) years.

           [ ] b. Completion of        months of employment, not to exceed
                               -------
                  twenty-four (24) months, regardless of number of hours
                  worked and computed from the Employee's Employment
                  Commencement Date.

                  Note: 1.  If more than one (1) Year of Service or 12 
                            consecutive months of employment is required, 100%
                            immediate vesting is required.

                  Note: 2.  If the year(s) of service selected is or includes a
                            fractional year, an employee will not be required to
                            complete any specified number of hours of service to
                            receive credit for such fractional year.

        4. Entry Date(s) shall be:

           [x] a. SINGLE ENTRY FOLLOWING.  The first day of the Plan Year
                  following satisfaction of the requirements of Section III.A 
                  hereof (use only with six month service requirement and
                  minimum age requirement cannot exceed 20-1/2).

           [ ] b. SINGLE ENTRY NEAREST.  The first day of the Plan Year nearest
                  satisfaction of the requirements of III.A hereof.

           [ ] c. SINGLE ENTRY RETROACTIVE.  The first day of the Plan Year
                  coincident with or preceding the date on which an Employee
                  satisfies the requirements of Section III.A. hereof.

           [ ] d. DUAL ENTRY.  The earlier of the first day of the Plan Year and
                  the six (6) month anniversary thereof following the date on
                  which an Employee satisfies the requirements of Section III.A.
                  hereof.

           [ ] e. MONTHLY ENTRY.  The first day of the Plan Year and each
                  calendar month following the date on which an Employee
                  satisfies the requirements of Section III.A. hereof.

           [ ] f. QUARTERLY ENTRY.  The first day of the Plan Year and the
                  quarterly anniversaries thereof following the date on which an
                  Employee satisfies the requirements of Section III.A. hereof.

          NOTE: Satisfaction of the requirements of Section III.A. above means
                having completed the actual number of years or months of service
                specified in Section III.A.3 in addition to all other 
                requirements of Section III.A.



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III. A. Eligibility                                          Page 9
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

        5. Special Entry Rule (omit if inapplicable) - all persons who are:

           [x] a. Employees on  JANUARY 1,1998  shall commence participation
                                --------------                              
                  hereunder on January  1, 1998
                               ----------------

           [ ] b. Participants in the                                Plan
                                     -------------------------------
                  on        shall commence participation hereunder on          .
                    --------                                         ----------
                  (This provision will not be used to exclude Employee otherwise
                  eligible to participate.)

      III. B. Normal Retirement Benefit

        1. Normal Form of Pension

           The normal retirement benefit of a Participant shall be payable on a
           monthly basis as a:

           [x] 1. life annuity only

           [ ] 2. life annuity with ________ (not more than 10) years certain
                                    
           [ ] 3. life and __________% (not less than 50 nor more than 100)
                  survivor annuity

        2. Normal Retirement Benefit Formulae

           Each Participant will receive at normal retirement an annual 
           benefit of:

                   UNIT CREDIT WITH 133-1/3 ACCRUAL METHOD
                   ----------------------------------------

           [ ] a. Unit Credit Dollar Amount

                  $ _________ for each Year of Credited Service.

           [ ] b. Unit Credit Percent of Pay

                  ________ % of Average Annual Compensation for each Year of 
                  Credited Service.

           [ ] c. Unit Credit Career Average

                  ________ % of actual Annual Compensation for each Year of 
                  Credited Service.

           [ ] d. Step Rate Unit Credit Percent of Pay

                  ________ % of Average Annual Compensation for each of the 
                  first _____ Years of Credited Service and ______ % of the 
                  next ____ Years of Credited Service.

                        FLAT BENEFIT WITH FRACTIONAL ACCRUAL
                        ------------------------------------

           [x] e. Flat Benefit; 55.0000% of Average Annual Compensation.

                  The benefit will be reduced on a pro-rated basis if the 
                  Participant at his Normal Retirement Date has less than



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III. B. Normal Retirement Benefit                            Page 10
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

                [x]  i. 20 Years of Credited Service.
                        --                            

                [ ]  ii. No reduction Applies.

             NOTE: A Participant's Accrued Benefit at any time equals the
                   product of the Normal Retirement Benefit multiplied by a
                   fraction, the numerator of which is the number of years of
                   Credited Service at such time, and the denominator of which
                   is the greater of 25 or the number of years of Credited
                   Service the Participant would have at Normal Retirement Age.
                   When determining the Accrued Benefit, the Normal Retirement
                   Benefit is the annual benefit to which the Participant will
                   be entitled if he or she continued to earn annually until
                   Normal Retirement Age the same rate of Compensation upon
                   which his or her Normal Retirement Benefit would be
                   computed. This rate of Compensation is computed on the basis
                   of Compensation taken into account under the Plan (but not to
                   exceed the ten years of service immediately preceding the
                   determination).

           3. Years of Credited Service

           a. For calculating the Normal Retirement Benefit (NRB), Accrued
              Benefit (AB), and the Accrual Fraction (AF) (if applicable), Years
              of Credited Service shall be based on:

              NRB     AB       AF

              [x]     [ ]     [ ]   i.  Years of Service from employment date or

              [ ]     [x]     [x]  ii.  Years of Service as a Plan Participant.

           b. In calculating Years of Credited Service with respect to past
              service credit, service prior to November 26, 1982 shall be
                                               -----------------
              excluded. (Must be a date not earlier than 5 years before the
              later of the Effective Date or the Restatement date).

              Note: If this Plan initially or upon Plan amendment credits or
              increases benefits for service prior to the current year, the
              period for which such credit or increase is granted shall be
              limited to the 5 years preceding the current year. Such credit or
              increase must be granted on a uniform basis to all current
              Employees under the Plan.

           c. For Unit Credit Plans, the maximum years of Credited Service that
              may be taken into account shall be:

              [ ] i. _______ Years

              [ ] ii. No limit on Years of Credited Service.

           4. This section is applicable only if the benefit formula selected is
              the Flat Benefit with Fractional Accrual Method.

              In calculating the Accrued Benefit at any point in time, the 
              Section 415 limits shall be applied:

              [x] a. before

              [ ] b. after multiplying the Flat Benefit by the accrual fraction.



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III. B. Normal Retirement Benefit                            Page 11
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------
          5. Limitations on Normal Retirement Benefit

              a. Minimum Dollar Limit.
                 The minimum monthly benefit at normal retirement age shall be:

                 [ ] i.  $ ____________.

                 [x] ii. No minimum.

              b. Maximum Dollar Limit.
                 The maximum monthly benefit at Normal Retirement Age shall be:

                 [ ] i.  $ ____________ x per month.

                 [x] ii. Not applicable. (Only Section 415 limits apply.)

              c. Minimum Benefit under Top Heavy Plan.
                 Pursuant to Article IX of the Plan, Key Employees shall be:

                 [ ] i.  excluded from the Top Heavy minimum.

                 [x] ii. included for the Top Heavy minimum.

              d. Cost of Living Increases

                 [ ]  If checked, benefits payable upon retirement (normal or
                      late) shall be increased each year in proportion to the 
                      Consumer Price Index for all Urban Consumers, but in any
                      event, not to exceed:

                 [ ] a._______  % per year

                 [ ] b. annual Section 415(d) increases announced by the
                        Internal Revenue Service.

           6. Transitional Rules
              (This section must be completed if this is a restatement of a 
              prior integrated plan which is in existence before January 1,
              1989.)

              The following transitional rule shall apply to all Participants
              who have accrued a benefit under the Plan as of the close of the
              Plan Year beginning before ______________ (Freeze Date), and who
              have at least one Hour of Service in a Plan Year beginning after
              the Freeze Date:

              Note: The Freeze Date must be December 31, 1988 for Integrated 
              Plans in existence on or before December 31, 1988.

              Each Participant's Accrued Benefit under the Plan shall be equal
              to the sum of:

                (1) The Participant's Accrued Benefit determined under the 
                    Plan as of the close of the last Plan Year beginning before
                    one day after the Freeze Date, as if the Participant
                    terminated employment with the Employer (Frozen Accrued
                    Benefit), and

                (2) The Participant's Accrued Benefit with respect to Years of
                    Credited Service for Plan Years beginning after the Freeze
                    Date, determined in accordance with the provisions of this
                    Plan, as amended effective for the Plan Years beginning on
                    or after one day before the Freeze Date, except that



--------------------------------------------------------------------------------
III. B. Normal Retirement Benefit                            Page 12
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

                    the number of Years of Credited Service taken into account
                    under the Plan if this is a unit credit plan, or the factor
                    of 35 in the maximum excess (or offset) allowance, if this
                    is a flat benefit plan, shall be limited to 35 minus the
                    number of Years of Credited Service completed by the
                    Participant as of the close of the Plan Year beginning
                    before one day after the Freeze Date.

           7.  Restatements for TRA 86 Compliance of Plans pending termination.
               If this option is selected, the accrual of benefits under this
               Plan shall cease as of ____________; except that any required
               minimum benefit under the Top Heavy provisions shall not cease
               until the date the Plan is terminated.

               [ ] This option is selected.

      III. C. Early/Late Retirement, Disability and Death Benefits

           1. EARLY RETIREMENT BENEFITS payable upon Early Retirement shall be
              equal to the:

             [ ] a. Present Value of Accrued Benefits.

             [ ] b. Accrued Benefit reduced as follows: for the first five (5)
                    years that the Early Retirement Date precedes the Normal
                    Retirement Date, 1/15 for each year of service and then 1/30
                    for each of the next five (5) years and reduced actuarially
                    thereafter.

             [ ] c. Accrued Benefit reduced by 1/2 of 1% for each month Early
                    Retirement Date precedes the Normal Retirement Date.

             [ ] d. Accrued Benefit reduced as follows: for the first three (3)
                    years that the Early Retirement Date precedes the Normal
                    Retirement Date, 1/13 for each year of service and then 1/26
                    for each of the next five (5) years and reduced actuarially
                    thereafter.

             [ ] e. Accrued Benefit actuarially reduced.
 
             [x] f. No Early Retirement Benefits under the plan.

          2. LATE RETIREMENT BENEFITS shall be equal to:

             [ ] a. The greater of-

                    i. Accrued Benefits taking into account service and
                       compensation after Normal Retirement Date, and

                   ii. the actuarial equivalent of the benefit the Participant
                       would have been entitled at Normal Retirement date.

             [ ] b. Benefit Payments, including any allowable lump sum
                    benefits, begin at Normal Retirement Date with increases
                    granted as additional benefits are accrued.

             [x] c. The present value of the Accrued Benefit of the Participant
                    shall be segregated in a Segregated 414(k) Account in
                    accordance with Section 16.18 of the Plan.

             [ ] d. Option a.,b. or c. above at the Participant's election.



--------------------------------------------------------------------------------
III. C. Early/Late Retirement, Disability and Death Benefits             Page 13
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

          3. DISABILITY BENEFITS shall be equal to the:

             [x] a. Present Value of Accrued Benefits.

             [ ] b. Early Retirement Benefits without regard to the age and
                    service requirements.

             [ ] c. No Disability Benefits under the Plan. Disabled
                    Participants' benefits are the same as terminated 
                    Participants' benefits.
 
          4. PRE-RETIREMENT DEATH BENEFITS shall be equal to:

             [ ] a. None, except for the Qualified Pre-Retirement Survivor's
                    Annuity.

             [x] b. Present Value of Accrued Benefits.

             [ ] c. Insured Death Benefit Options: (Applicable to insured Plans
                    only.)

                    [ ] i. Present Value of Accrued Benefits or insurance face
                           amount, whichever is greater.

                    [ ] ii. Present Value of Accrued Benefits plus the insurance
                            face amount net of insurance cash value, but in no
                            event less than the insurance face amount.

      III. D. Maintenance of Other Plans.

          (If you maintain or ever maintained another qualified Plan in which
          any Participant in this Plan is (or was) a Participant or could become
          a Participant, the Employer must complete this section. The Employer
          must also complete this section if it maintains a welfare benefit
          fund, as defined in Section 419(e) of the Code, or an individual
          medical account, as defined in Section 415(l)(2) of the Code, under
          which amounts are treated as Annual Additions with respect to any
          Participant in the Plan).

          1. The following shall apply with respect to Code Section 415 and
             shall supercede any contrary provisions of the Plan or this 
             Adoption Agreement:

             [ ] a. The rate of accrual in this Defined Benefit Plan shall be
                    reduced to the extent necessary to prevent violation of 
                    Code Section 415.

             [ ] b. Benefits under such other Defined Benefit Plan shall be
                    restricted to the extent necessary to prevent a violation  
                    of Code Section 415.

             [ ] c. The following language shall apply:
 
                    ---------------------------------------------------------
 
                    ---------------------------------------------------------

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

          2. In the event the Employer also maintains a Defined Contribution 
             Plan,

             (1) the following shall apply with respect to Code Section 415(e)
                 and shall supercede any contrary provisions of the Plan or 
                 this Adoption Agreement:

             [ ] a. The rate of accrual in this Defined Benefit Plan shall be
                    reduced to the extent necessary to prevent violation of 
                    Code Section 415(e).

             [ ] b. The following language shall apply:

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

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

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

--------------------------------------------------------------------------------
III. D. Maintenance of Other Plans.                          Page 14
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

             (2) the following shall apply with respect to Code Section 416 
                 and shall supercede any contrary provisions of the Plan or 
                 this Adoption Agreement:

                 [ ] a.  Top heavy minimum accruals shall be made under this 
                         plan at the rate of _________% (not less than 2%) per
                         Year of Service as a Participant in the Plan for up
                         to a total of _____ % (not less than 20%) of Average 
                         Monthly Compensation.

                 [ ] b.  Top heavy minimum contributions shall be made under 
                         such other defined contribution plan maintained by  
                         the employer.

                 [ ] c.  The following language shall apply:
 
                         ------------------------------------------------------

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

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

      III.E. Vesting Provisions:

1.  Benefits under the Plan shall vest according to the following schedule:

[CAPTION]
 
a.     [ ]            100% immediate vesting
 
b.     [ ]            Completed Years ______________________________ Percentage
                      of Service....................................     Vested
 
   Seven-Year         less than three (3)  .............................    0%
     Graded           three (3) but less than four (4) .................   20%
    Vesting           four (4) but less than five (5) ..................   40%
                      five (5) but less than six (6) ...................   60%
                      six (6) but less than seven (7) ..................   80%
                      after seven (7) years ............................  100%
 
c.     [x]            Completed Years _____________________________  Percentage
                      of Service...................................      Vested
 
    Two-Twenty        less than two (2)  ...............................    0%
      Vesting         two (2) but less than three (3) ..................   20%
                      three (3) but less than four (4) .................   40%
                      four (4) but less than five (5) ..................   60%
                      five (5) but less than six (6) ...................   80%
                      after six (6) years ..............................  100%
 
d.     [ ]            Completed Years _____________________________ Percentage*
                      of Service...................................     Vested

     Roll Your        less than one (1) ...............................      %
       Own            one (1) but less than two (2) ...................      %
     Vesting          two (2) but less than three (3) .................      %
                      three (3) but less than four (4) ................      %
                      four (4) but less than five (5) .................      %
                      five (5) but less than six (6) ..................      %
                      six (6) but less than seven (7) .................      %
                      after seven (7) years ...........................   100%

* must be at least as rapid as each year in the Seven-year graded schedule as in
  III.E.1.b.



--------------------------------------------------------------------------------
III. E. Vesting Provisions                                   Page 15
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

e.     [ ]            Completed Years ____________________________ Percentage
                      of Service .................................     Vested

     Five-Year        less than one (1) ..........................         %
      Vesting         one (1) but less than two (2) ..............         %
                      two (2) but less than three (3) ............         %
                      three (3) but less than four (4) ...........         %
                      four (4) but less than five (5) ............         %
                      after five (5) years .......................      100%

          2. In years in which the Plan is a Top Heavy Plan, benefits shall vest
             according to the following schedule (unless the Employer has 
             already elected a faster vesting schedule):

             [ ] a. 100% vesting after ______ (not to exceed 3) years of 
                    service.

             [x] b. The Two-twenty vesting schedule in Section III.E.1.c.

          3. Years of Service to be excluded for vesting purposes (leave blank
             if no exclusions for vesting purposes):

             [ ] a. Years of Service prior to age eighteen (18).

             [ ] b. Years of Service prior to the effective date of the Plan 
                    or a predecessor plan.

             [ ] c. Years of Service after five (5) or more consecutive one-year
                    Breaks-in-Service (which exceeds the Participant's aggregate
                    Years of Service) in calculating vesting before such Breaks-
                    in-Service where such Participant had no non-forfeitable
                    interest in his Accrued Benefit at the time of separation
                    from service.

             NOTE: If this is a plan that was maintained by a predecessor 
                   Employer, service must include service with such 
                   predecessor Employer.

      III. F. Benefits may be paid in the following forms:

        [ ] 1. Installments not to exceed:

               [ ] a. ____  years

               [ ] b. life expectancy of the Participant and/or designated
                      beneficiary.

        [x] 2. A lump sum payment.

        [x] 3. An annuity for the life of the Participant.

        [ ] 4. An annuity for the life of the Participant with a ____ year term
               certain guarantee.

        [x] 5. An annuity for the life of the Participant with survivorship
               payments, i.e.:

               [x] a. Joint & 100% survivor annuity

               [ ] b. Joint &  75% survivor annuity

               [x] c. Joint &  50% survivor annuity


--------------------------------------------------------------------------------
III. F. Benefits may be paid in the following forms:         Page 16
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

               [ ] d. Joint & 66-2/3% survivor annuity

               [ ] e. Joint & ______% survivor annuity  (not less than 50% or 
                      more than 100%).

      III. G. Life Insurance

           1.  Life insurance shall be purchased in the following amounts:

               [x]  a. None.

               [ ]  b. Multiple of Monthly Pension.
                       The insurance face amount is up to  _______ (not to 
                       exceed 100) times the projected monthly benefit. (If this
                       is a restatement of a prior plan with insurance and no
                       more new insurance purchases will be made, enter a zero,
                       provided that existing policies will remain in force.)

               [ ]  c. Percent of theoretical contribution.
                       The insurance face amount is  the amount purchasable by
                       a premium equal to ____ % (not to exceed 66% if whole 
                       life, or 33% if term or universal life) of the 
                       theoretical contribution.

           2.  The following Participants shall be eligible to receive life 
               insurance:

               [ ]  a. Participants who have completed;

                       [ ] i. ______  Years of Service, or

                       [ ] ii. _____  Years of Participation.

               [ ]  b. Participants who have attained Age ____, but who have not
                       attained Age ____.

               [ ]  c. All Participants.

           3.  Insurance purchased hereunder shall contain the following 
               additional features and limits:

                    a. Type:

                       [ ] i.  Term or Universal Life

                       [ ] ii. Whole Life

                    b. Minimum insurance adjustment.
                       The minimum increase or decrease in insurance face 
                       amount that will be recognized shall be $ ____________
                       (not more than $5,000).

                    c. Maximum insurance amount.
                       The total amount of insurance for any participant shall
                       not exceed $ __________.

                    d. Waiver of Premium.

                       [ ] If checked, waiver of premium will be included.



--------------------------------------------------------------------------------
IIII. G. Life Insurance                                      Page 17
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------
 
                    e. Insurance purchase date.

                       [ ] If checked, all new insurance will be issued as 
                           of _____________________.

                    f. Substandard Insurance Premium.
                       (Applicable only when insurance is a multiple of 
                       monthly pension)

                       [ ] If checked, the payment of substandard insurance 
                           premiums is acceptable and will be paid for by the
                           Plan up to _____ % in excess of the standard premiums
                           for the new insurance being purchased. (Without this
                           option, the face amount is reduced when a Participant
                           is rated substandard.)

                    g. Freeze on new insurance.

                       [ ] If checked, no new insurance is purchased for a 
                           Participant who is within _____ years (not to 
                           exceed 10) of his normal retirement date.

                    h. Treatment of insurance on late retirement. The 
                       insurance of a Participant who is beyond his normal 
                       retirement date shall be:

                       [ ] i.   placed on a paid up basis.

                       [ ] ii.  surrendered.

                       [ ] iii. continued on a premium paying basis.

      III. H. Timing of Distributions

          1. Subject to the requirements of Article X of the Plan, distribution
             commencement date to terminated Participants

             [ ] a. will depend

             [x] b. will NOT depend 
                    on the amount of the present value of vested Accrued 
                    Benefits (e.g. $3,500.00).

          2. The cut-off amount for present value of vested Accrued Benefits
             shall be $_________ .

             (If option 1b above is selected, do not fill-in amount above 
             and skip section 4 below).

          3. For amounts less than or equal to the specified cut-off amount
             above, distributions to terminated Participants shall commence:
             (If option 1b above is selected, the following applies to all 
             distributions regardless of amount.)

             [ ] a. As soon as practicable after the Participant's termination
                    of employment.

             [ ] b. After the Participant has incurred ___ (not to exceed 5) 
                    year Breaks-in-Service.

             [ ] c. After the ___ month anniversary of the date on which the
                    Participant terminated employment.

             [x] d. As soon as practicable following the end of the Plan Year in
                    which the Participant terminated employment.


--------------------------------------------------------------------------------
III. H. Timing of Distributions                              Page 18
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

             [ ] e. Within ___ days (not to exceed 75) following the end of 
                    the Plan Year in which the Participant terminated 
                    employment.

             [ ] f. Within ___ days (not to exceed 75) after the valuation date
                    immediately following the Participant's termination of 
                    employment.

             [ ] g. After the Participant has reached his Normal Retirement 
                    Date.

             [ ] h. After the Participant has reached his Early Retirement Date.

             [ ] i.
                    ----------------------------------------------------------

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


          4. For amounts greater than the specified cut-off amount above,
             distributions to terminated Participants shall commence:

             [ ] a. As soon as practicable after the Participant's termination 
                    of employment.

             [ ] b. After the Participant has incurred ___ (not to exceed 5) 
                    year Breaks-in-Service.

             [ ] c. After the ____ month anniversary of the date on which the
                    Participant terminated employment.

             [ ] d. As soon as practicable following the end of the Plan Year in
                    which the Participant terminated employment.

             [ ] e. Within ____ days (not to exceed 75) following the end of 
                    the Plan Year in which the Participant terminated.

             [ ] f. Within ____ days (not to exceed 75) after the valuation date
                    immediately following the Participant's termination of 
                    employment.

             [ ] g. After the Participant has reached his Normal Retirement 
                    Date.

             [ ] h. After the Participant has reached his Early Retirement Date.

             [ ] i.
                    ------------------------------------------------------

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

              NOTE: For purposes of Section III.H.3 and 4, unless the 
                    participant elects otherwise, distribution of benefits will
                    begin no later than the 60th day after the latest of the
                    close of the plan year in which:

                    (1) the participant attains age 65 (or normal retirement 
                        age, if earlier).
                    (2) occurs on the 5th anniversary of the year in which 
                        the participant commenced participation in the plan; or,
                    (3) the participant terminates service with the employer.

                    Notwithstanding the foregoing, the failure of a participant
                    and spouse to consent to a distribution while a benefit is
                    immediately distributable, within the meaning of this
                    section, shall be deemed to be an election to defer
                    commencement of payment of any benefit sufficient to satisfy
                    this section.



--------------------------------------------------------------------------------
III. H. Timing of Distributions                              Page 19
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

          5. Distribution on behalf of Participants who have died or have become
             disabled shall:

             [ ] a. become payable immediately.

             [x] b. become payable in the same manner as applied to terminated
                    employees.

    IV. Miscellaneous Provisions.

      IV. A. Transfers (and rollovers) from Qualified Plans:

             [ ] 1. Shall be permitted.

             [x] 2. Shall NOT be permitted.

      IV. B. Life Expectancies for Minimum Distributions

          Pursuant to Code Section 401(a)(9), life expectancies shall:

             [x] 1. NOT be recalculated.

             [ ] 2. be recalculated.

             [ ] 3. be recalculated at the Participant's election.

                    (If no election has been made by the time distributions must
                    commence, then the Life Expectancies shall not be 
                    recalculated.)

      IV. C. Loans to Participants.

             [x] 1.  Shall not be permitted.

                 2.  [ ] a. Shall be permitted up to the maximum specified in 
                            Section 11.3(d)(iv) of the Plan.

                     [ ] b. Shall be permitted up to the following limit:

                            For a participant with a present value of vested 
                            Accrued Benefit (vested balance):

                            [ ] (i)  in excess of $20,000, up to ______% 
                                     (not to exceed 50%) of his vested balance,
                                     and

                            [ ] (ii) of $20,000 or less, up to  ______% (not 
                                     to exceed 100%) his vested balance.

                     NOTE: A Participant with a vested balance in excess of 
                           $20,000 may NOT have an outstanding loan of more than
                           $50,000 while a Participant with a vested balance of
                           $20,000 or less may NOT have an outstanding loan of
                           more than $10,000.
   
             [ ] 3. As long as his total outstanding loan will not exceed the 
                    limits specified in Section IV.C.2.a and b. above, the 
                    minimum loan a Participant may apply for is $___________
                    (not to exceed $1,000).


--------------------------------------------------------------------------------
IV. A. Transfers (and rollovers) from Qualified Plans:       Page 20
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

          4. The loan interest rate shall be modified to reflect the current
             economic conditions:

             [ ] a. every quarter.

             [ ] b. every month.

             [ ] c. every time a new loan is granted.

          5. Loan repayments will be made:

             [ ] a. every quarter.
 
             [ ] b. every month.

             [ ] c. every pay period through salary reduction.

      IV. D. Special options for lump sum distributions.

        [ ] 1. If checked and if a lump sum distribution is allowed and the
               normal form of pension is other than a life annuity, the lump
               sum will be calculated based on an annuity for the life of the 
               Participant. (Hence, even if the Normal Form is a joint and 
               survivor, with this option, the lump sum will be calculated
               based on a life only annuity.)

        [ ] 2. For purposes of determining the present value of a lump sum
               distribution (per Code Section 417(e)(3)(B)), the "applicable
               interest rate" which is the interest rate that would be used by
               the Pension Benefit Guaranty Corporation for Plan termination
               will be the rate in effect as of:

               [ ] a. The beginning of the Plan Year during which the benefit is
                      payable.

               [ ] b. The actual date the benefit is payable.

      IV. E. Treatment of Excess Assets Upon Plan Termination

          1. Upon termination of the Plan, any assets of the Plan which remain
             after allocations are made in accordance with Section 15.5 of the
             Plan, and after all liabilities of the Plan are satisfied, shall be
             distributed in the following manner:

             [ ] a. Returned to Participating Employers to be allocated among 
                    them in any equitable manner, as determined by the Trustees,
                    to the extent that such return of funds does not violate any
                    provision of law;

             [x] b. Allocated among the Participants (or their Beneficiaries) in
                    any non-discriminatory manner as determined by the Plan 
                    Administrator;

             [ ] c. _______________% of such excess assets shall be allocated 
                    among the Participants (or their Beneficiaries) in any non-
                    discriminatory manner as determined by the Plan
                    Administrator, and the balance of such excess assets shall
                    be returned to the participating Employers to be allocated
                    among them in any equitable manner, as determined by the
                    Trustees, to the extent that such return of funds does not
                    violate any provision of law;


--------------------------------------------------------------------------------
IV. D. Special options for lump sum distributions            Page 21
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

             [ ] d. Allocated among the Participants (or their Beneficiaries) 
                    in any non-discriminatory manner as determined by the Plan
                    Administrator until any Participant first reaches his
                    maximum benefit under IRC Section 415(b) or 415(e), and the
                    balance of such excess assets shall be returned to
                    Participating Employers to be allocated among them in any
                    equitable manner, as determined by the Trustees, to the
                    extent that  such return of funds does not violate any
                    provision of law.

          2.  If this option is selected, then the present value of the Accrued
              Benefit of each electing Participant shall be segregated in a
              Segregated 414(k) Account as of the termination date of the plan
              in accordance with Section 16.18 of the Plan.

              [ ] This option is selected.

      IV. F. Reserved

      IV. G. Controlling State Law:

        The laws of the state of NEW HAMPSHIRE shall control this plan,
                                 -------------
        except as preempted by Federal law.

    V. Adoption

          A. An Employer who has ever maintained or who later adopts any plan
             (including a welfare benefit fund, as defined in section 419(e) of
             the Code) which provides post-retirement medical benefits allocated
             to separate accounts for key employees, as defined in section
             419A(d)(3) of the Code, or an individual medical account, as
             defined in section 415(1)(2) of the Code in addition to this plan
             may not rely on the notification letter issued by the National or
             District Office of the Internal Revenue Service as evidence that
             this plan is qualified under section 401 of the Internal Revenue
             Code. In addition, the employer may not rely on the notification
             letter issued by the National or District Office of the Internal
             Revenue Service as evidence that the plan is qualified under
             section 401 of the Code if the employer employs a leased employee
             who receives or has ever received contributions, forfeitures, or
             benefits under a plan maintained or ever maintained by a leasing
             organization, other than a safe-harbor money purchase plan
             described in section 414(n)(5) of the Code, that are attributable
             to services performed for the employer. If the employer who adopts
             or maintains multiple plans or who may not rely on this notifi-
             cation letter pursuant to the preceding sentence wishes to obtain
             reliance that his or her plan(s) is/are qualified, application for
             a determination letter should be made to the appropriate Key
             District Director of Internal Revenue.

          B. The Employer after consultation with his attorney hereby adopts 
             this Plan and Trust by its execution of this Adoption Agreement and
             agrees to be bound by its terms. The Employer agrees to the
             adoption of the Plan by the Participating Employers set forth in
             Section I.B.2. hereof.

          C. In Addition, the Employer may rely upon the notification letter
             issued by the National or District Office of the Internal revenue
             Service only if the Plan adopted by the Employer satisfies one of
             the safe-harbors provided in regulations under Section 401(a)(26)
             of the Code with respect to its prior benefit structure or is
             deemed to satisfy Section 401(a)(26) under such regulations.


    IN WITNESS WHEREOF, the parties have set their hands this 23rd day of
                                                              ----       
December, 1998.

    Signed for the Employer By:   William D. Linehan, Treasurer
                                -------------------------------

    Signature:   /s/ William D. Linehan
               ------------------------



--------------------------------------------------------------------------------
IV. F. Reserved                                              Page 22
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------


    IN WITNESS WHEREOF, the parties have set their hands this 23rd day of
                                                              ----       
December, 1998.
--------    --

    Signed for the Employer By:   William D. Linehan
                                -----------------------

    Signature:  /s/ William D. Linehan      Title:   Treasurer
               ------------------------            -------------

TRUSTEE(S):

    a. Trustee's Signature: /s/ Joseph E. Cresci
                            __________________________________________
                            JOSEPH E CRESCI

    b. Trustee's Signature: /s/ Donald A. Livingston
                            __________________________________________
                            DONALD A LIVINGSTON
    c. Trustee's Signature:
                            __________________________________________

    d. Trustee's Signature:
                            __________________________________________

    e. Trustee's Signature:
                            __________________________________________

    f. Trustee's Signature:
                            __________________________________________

    g. Trustee's Signature:
                            __________________________________________

    h. Trustee's Signature:
                            __________________________________________

    i. Trustee's Signature:
                            __________________________________________

    j. Trustee's Signature:
                            __________________________________________


    PARTICIPATING EMPLOYER(s):

    a. Signature: ________________________________________, Title: ____________

    b. Signature: ________________________________________, Title: ___________

    c. Signature: ________________________________________, Title: ___________

    d. Signature: ________________________________________, Title: ___________

    e. Signature: ________________________________________, Title: ___________

    f. Signature: ________________________________________, Title: ___________

    g. Signature: ________________________________________, Title: ___________

    h. Signature: ________________________________________, Title: ___________

    i. Signature: ________________________________________, Title: ___________

    j. Signature: ________________________________________, Title: ___________



--------------------------------------------------------------------------------
V. ADOPTION                                                  Page 23
                                        
<PAGE>
 
Standardized Non-Integrated Defined Benefit Plan #03-002
--------------------------------------------------------

    This Adoption Agreement may only be used in conjunction with the Defined
    Benefit Basic Plan Document #03.

    This plan is a Regional Prototype sponsored by:

             COLEMAN CONSULTING CORPORATION           (212)629-8940
             Attn: CYRIL J. COLEMAN, III.
             ONE PENN PLAZA
             NEW YORK, NY  10119-
 
    Use of this Prototype is subject to the Sponsor's approval who will notify
    the Employer of any amendments or the termination of this plan. The Employer
    agrees to notify the Sponsor of any change in address.
 
    Sponsor hereby approves Employer's use of this Regional Prototype.
 
    Signed for the Sponsor By: JOSEPH P MACKESY
                               ----------------------------------------
 
    Signature:  /s/ Joseph P. Mackesy,   Title:  CONSULTANT
              --------------------------        -----------------------

    Date: December 23, 1998
          -----------------  


--------------------------------------------------------------------------------
V. Adoption                                                  Page 24
<PAGE>
 
                              REGIONAL PROTOTYPE

                                DEFINED BENEFIT

                           PLAN AND TRUST AGREEMENT



                            Basic Plan Document #03



                                 Sponsored By

                                        
                                        
<PAGE>
 
             Basic Plan Document #03 - Plan & Trust Agreement /DB
             -----------------------------------------------------

                               Table of Contents

ARTICLE I - NATURE OF THE PLAN                                          Page 1
------------------------------
1.1     Statement of Purpose........................................... Page 1
1.2     Intention to Conform to Statute................................ Page 1
1.3     Effective Date................................................. Page 1
 
ARTICLE II - DEFINITIONS                                                Page 2
------------------------
 
2.1     "Accrued Benefit".............................................. Page 2
2.2     "Actuarial Equivalent"......................................... Page 2
2.3     "Administrator"................................................ Page 2
2.4     "Adoption Agreement"........................................... Page 2
2.5     "Affiliated Employer".......................................... Page 2
2.6     "Age".......................................................... Page 2
2.7     "Aggregation Group"............................................ Page 3
2.8     "Alternate Payee".............................................. Page 3
2.9     "Anniversary Date"............................................. Page 3
2.10    "Annual Addition".............................................. Page 3
2.11    "Annuity Starting Date"........................................ Page 3
2.12    "Applicable Factor"............................................ Page 3
2.13    "Average Compensation"......................................... Page 3
2.14    "Average Annual Compensation".................................. Page 4
2.15    "Average Compensation for High Five Years"..................... Page 4
2.15A   "Basic Benefit Percentage"..................................... Page 4
2.16    "Beneficiary".................................................. Page 4
2.17    "Board of Directors"........................................... Page 4
2.18    "Breaks-In-Service"............................................ Page 4
2.19    "Code" or "IRC"................................................ Page 4
2.20    "Collective Bargaining Agreement".............................. Page 5
2.21    "Committee".................................................... Page 5
2.22    "Compensation"................................................. Page 5
2.23    "Computation Period"........................................... Page 6
2.24    "Covered Compensation"......................................... Page 6
2.25    "Defined Benefit Fraction"..................................... Page 7
2.26    "Defined Contribution Fraction"................................ Page 7
2.27    "Determination Date"........................................... Page 7
2.28    "Determination Year"........................................... Page 8
2.29    "Early Retirement Date"........................................ Page 8
2.30    "Earliest Retirement Age"...................................... Page 8
2.31    "Earned Income"................................................ Page 8
2.32    "Effective Date"............................................... Page 8
2.33    "Elapsed Time"................................................. Page 8
2.34    "Eligible Employee"............................................ Page 9
2.35    "Employee"..................................................... Page 9
2.36    "Employer"..................................................... Page 9
2.37    "Employment Commencement Date"................................. Page 10
2.38    "Entry Date"................................................... Page 10
2.39    "ERISA"........................................................ Page 10
2.39A   "Excess Benefit Percentage".................................... Page 10
<PAGE>
 
              Basic Plan Document #03 - Plan & Trust Agreement/DB
              ---------------------------------------------------

ARTICLE II - DEFINITIONS                                                Page 10
------------------------ 

2.40    "Excess Compensation".........................................  Page 10
2.41    "Family Member"...............................................  Page 10
2.42    "Final Average Compensation"..................................  Page 11
2.43    "Reserved"....................................................  Page 11
2.44    "Highly Compensated Employee".................................  Page 11
2.45    "Hours of Service.............................................  Page 12
2.46    "Insurer".....................................................  Page 14
2.47    "Investment Fund".............................................  Page 14
2.48    "Key Employee"................................................  Page 14
2.49    "Leased Employee".............................................  Page 14
2.50    "Limitation Year".............................................  Page 15
2.51    "Look-Back Year"..............................................  Page 15
2.52    "Named Fiduciary".............................................  Page 15
2.53    "Non-Key Employee"............................................  Page 15
2.54    "Normal Form".................................................  Page 15
2.55    "Normal Retirement Age".......................................  Page 15
2.56    "Normal Retirement Date"......................................  Page 16
2.57    "Owner Employee"..............................................  Page 16
2.58    "Participant".................................................  Page 16
2.59    "Participating Employer"......................................  Page 16
2.60    "Period of Severance".........................................  Page 16
2.61    "Plan or Plan and Trust"......................................  Page 16
2.62    "Plan Administrator"..........................................  Page 17
2.63    "Plan Year"...................................................  Page 17
2.64    "Policy"......................................................  Page 17
2.65    "Qualified Domestic Relations Order"..........................  Page 17
2.66    "Qualified Joint and Survivor Annuity"........................  Page 17
2.67    "Qualified Pre-Retirement Survivor Annuity"...................  Page 17
2.68    "Reserved"....................................................  Page 18
2.69    "Restatement Effective Date"..................................  Page 18
2.70    "Self Employed Person"........................................  Page 18
2.71    "Social Security Retirement Age"..............................  Page 18
2.72    "Spouse"......................................................  Page 18
2.73    "Super Top Heavy Plan"........................................  Page 18
2.73A   "Taxable Wage Base"...........................................  Page 18
2.74    "Top Heavy Plan"..............................................  Page 18
2.75    "Total Disability"............................................  Page 18
2.76    "Trustees"....................................................  Page 19
2.77    "Trust Fund"..................................................  Page 19
2.78    "Valuation Date"..............................................  Page 19
2.79    "Year of Credited Service"....................................  Page 19
2.80    "Year of Service".............................................  Page 19

ARTICLE III - ELIGIBILITY AND PARTICIPATION                             Page 20
------------------------------------------- 
 
3.1     Eligible Employee Status......................................  Page 20
3.2     Commencement of Participation.................................  Page 20
3.3     Administrative Requirements...................................  Page 20
3.4     Re-Employment Participant.....................................  Page 20
3.5     Change in Employment Status...................................  Page 20
<PAGE>
 
             Basic Plan Document #03 - Plan & Trust Agreement /DB
             ----------------------------------------------------

ARTICLE III - ELIGIBILITY AND PARTICIPATION                             Page 20
-------------------------------------------

3.6     Inactive Participants.........................................  Page 20
3.7     Waiver of Participation.......................................  Page 20

ARTICLE IV - HOURS AND YEARS OF SERVICE                                 Page 22
---------------------------------------
 
4.1     Year of Service Eligible for Credit...........................  Page 22
4.2     Credit for Hours of Service...................................  Page 23
4.3     Predecessor Employers.........................................  Page 23

ARTICLE V - CONTRIBUTIONS                                               Page 24
-------------------------
  
5.1     Amount of Employer Contributions..............................  Page 24
5.2     Payment of Contributions......................................  Page 24
5.3     Duty of Trustees..............................................  Page 24
5.4     Contingent Nature of Contributions............................  Page 24
5.5     Refund of Company Contribution................................  Page 24
5.6     Employee Contributions........................................  Page 25
5.7     Rollover Contributions........................................  Page 25

ARTICLE VI - CALCULATION OF BENEFITS                                    Page 28
------------------------------------
 
6.1     Normal Form of Benefits.......................................  Page 28
6.2     Calculation of Normal Retirement Benefit......................  Page 28
6.3     Calculation of Accrued Benefits...............................  Page 28
6.4     Transitional Rules............................................  Page 30
6.5     Non-Duplication of Accrued Benefits...........................  Page 31
6.6     Pre-Erisa Accruals............................................  Page 31
6.7     Present Value of Accrued Benefits.............................  Page 32
6.8     Permitted Disparity...........................................  Page 33
6.9     Adjustment to Benefits Frozen as of Fresh Start Date..........  Page 33
 
ARTICLE VII - LIMITATION ON BENEFITS                                    Page 35
------------------------------------
 
7.1     Maximum Benefit Limitations...................................  Page 35
7.2     Participants Covered by Another Plan of the Employer..........  Page 35
7.3     Reserved......................................................  Page 36
7.4     Definitions...................................................  Page 36
7.5     Super Top-Heavy Plan..........................................  Page 43

ARTICLE VIII - ENTITLEMENT TO BENEFITS                                  Page 44
--------------------------------------
 
8.1     Normal Retirement Benefit.....................................  Page 44
8.2     Early Retirement Benefits.....................................  Page 44
8.3     Late Retirement Benefits......................................  Page 44
8.4     Disability Retirement Benefits................................  Page 44
8.5     Death Benefits................................................  Page 44
8.6     Benefits Payable upon Termination.............................  Page 46
8.7     Payment of Benefits...........................................  Page 47
8.8     Reinstatement of Benefit......................................  Page 47
8.9     Vesting Breaks-In-Service--One Year Holdout...................  Page 48
8.10    Cash-outs and Plan Repayment..................................  Page 48
<PAGE>
 
              Basic Plan Document #03 - Plan & Trust Agreement/DB
              ---------------------------------------------------

ARTICLE IX - TOP HEAVY PROVISIONS                                       Page 49
---------------------------------

9.1     Generally.....................................................  Page 49
9.2     Top-Heavy Definitions.........................................  Page 49
9.3     Minimum Accrued Benefit.......................................  Page 51
9.4     Benefit Form Other Than Life Annuity at Normal Retirement Age.  Page 53
9.5     Nonforfeitability of Minimum Accrued Benefit..................  Page 53
9.6     Minimum Vesting Schedules.....................................  Page 53

ARTICLE X - FORM AND MANNER OF BENEFIT DISTRIBUTIONS                    Page 54
----------------------------------------------------
 
10.1    Standard Form of Distribution.................................  Page 54
10.2    Optional Forms of Benefit ....................................  Page 54
10.3    Statutory Restriction on Lump Sum Payments....................  Page 55
10.4    Joint and Survivor Annuity Requirements.......................  Page 56
10.5    Commencement of Benefits......................................  Page 62
10.6    Retirement With Age and Service Requirement...................  Page 63
10.7    Annuity Contracts.............................................  Page 63
10.8    Distribution Requirements.....................................  Page 63
10.9    Payments Prior to Breaks-In-Service...........................  Page 70
10.10   Payments Pursuant to Qualified Domestic Relations Orders......  Page 71

ARTICLE XI - TRUST PROVISIONS                                           Page 72
-----------------------------
 
11.1    Establishment of Trust........................................  Page 72
11.2    Rights, Duties and Obligations of the Trustees................  Page 73
11.3    Investment of the Trust Fund..................................  Page 75
11.4    Accounts to be Kept and Rendered by the Trustees..............  Page 82
11.5    Exclusive Benefit.............................................  Page 83
 
ARTICLE XII - POLICIES                                                  Page 84
----------------------

12.1    Purchase of Policies..........................................  Page 84
12.2    Procedure for Purchase........................................  Page 84
12.3    Requirements Concerning the Purchase of Policies..............  Page 84
12.4    Non-Insurable Participants....................................  Page 85
12.5    Protection of Insurer.........................................  Page 85
12.6    Conflict With Insurance Contracts.............................  Page 86
 
ARTICLE XIII - ADMINISTRATION OF THE PLAN                               Page 87
----------------------------------------- 
13.1    Appointment of Plan Administrator.............................  Page 87
13.2    Manner of Acting..............................................  Page 87
13.3    Disqualification to Act.......................................  Page 87
13.4    Authority and Responsibility of Plan Administrator............  Page 87
13.5    Request for Documentation.....................................  Page 88
13.6    Removal or Resignation........................................  Page 88
13.7    Failure to Appoint Plan Administrator.........................  Page 88
13.8    Compensation..................................................  Page 88
13.9    Allocation of Responsibilities................................  Page 88
<PAGE>
 
              Basic Plan Document #03 - Plan & Trust Agreement /DB
              ----------------------------------------------------

ARTICLE XIII - ADMINISTRATION OF THE PLAN                               Page 89
-----------------------------------------

13.10   Delegation to Retirement Committee............................  Page 89
13.11   Bonding.......................................................  Page 89
13.12   Indemnification...............................................  Page 89
 
ARTICLE XIV - CLAIMS AND PROCEDURES                                     Page 90
-----------------------------------
 
14.1    Claim for Benefits............................................  Page 90
14.2    Disposition of Claim..........................................  Page 90
14.3    Claims Review Procedure.......................................  Page 90
14.4    Conclusiveness of Determination...............................  Page 91
 
ARTICLE XV - AMENDMENT, TERMINATION AND MERGER                          Page 92
----------------------------------------------

15.1    Employer's Right Reserved.....................................  Page 92
15.2    Amendments to Cover Additional Employers......................  Page 93
15.3    Effect of Terminations........................................  Page 93
15.4    Restrictions on Benefits to Highly Paid Employees.............  Page 94
15.5    Allocation Upon Termination of Trust..........................  Page 96
15.6    Merger and Consolidation......................................  Page 98
15.7    Withdrawal of a Participating Employer........................  Page 98
15.8    Failure to Attain Qualification...............................  Page 98
15.9    Amendment by Sponsor..........................................  Page 98
15.10   Dissolution of All Participating Employers....................  Page 98
 
ARTICLE XVI - MISCELLANEOUS PROVISIONS                                  Page 100
--------------------------------------
 
16.1    Controlling State Law.........................................  Page 100
16.2    Disputes......................................................  Page 100
16.3    Gender and Number.............................................  Page 100
16.4    Heading and Subheadings.......................................  Page 100
16.5    Heirs, Assigns and Representatives............................  Page 100
16.6    No Contract of Employment.....................................  Page 100
16.7    Treatment of Owner-Employees Under the Plan...................  Page 100
16.8    Non-Alienation of Benefits....................................  Page 101
16.9    Notices and Deliveries........................................  Page 102
16.10   Payments to Persons under Legal Disability....................  Page 102
16.11   Severability of Provisions....................................  Page 102
16.12   Service of Process............................................  Page 102
16.13   Title to Trust Assets.........................................  Page 102
16.14   Inalienability of benefits....................................  Page 102
16.15   Exclusive Benefit.............................................  Page 102
16.16   Failure of Qualification......................................  Page 103
16.17   Control of Trades or Businesses by Owner-employees............  Page 103
16.18   Segregated 414(k) Account.....................................  Page 103
16.19   Segregated 414(k) Account on Plan Termination.................  Page 103
 
<PAGE>
 
                              REGIONAL PROTOTYPE
                                        
                                DEFINED BENEFIT
                                        
                           PLAN AND TRUST AGREEMENT
                                        


                           Basic Plan Document #03
                                        



                                 Sponsored By
                                        
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------


                          ARTICLE I - NATURE OF PLAN

1.1   Statement of Purpose

      This Plan has been prepared for the purpose of providing a retirement plan
      for the exclusive benefit of Eligible Employees of any Participating
      Employer. Any Employer may adopt this Plan and Trust, provided that such
      Employer and the Trustee designated by such Employer executes an Adoption
      Agreement and agrees to conform to and abide by all of the terms and
      provisions of this Plan and Trust.

1.2   Intention to Conform to Statute

      The Plan and Trust are intended to qualify as a Defined Benefit Pension
      Plan and Trust under Sections 401(a) and 501(a) of the Internal Revenue
      Code of 1986 as those sections may be amended from time to time.

1.3   Effective Date

      The Effective Date of this Plan shall be the date set forth in Section
      I.A.3.a. of the Adoption Agreement. The Restatement Effective Date, if
      any, shall be the date set forth in Section I.A.3.b.e. of the Adoption
      Agreement.



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ARTICLE 1 -- Nature of Plan                                              Page 1
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                  ------------------------------------------

                           ARTICLE II - DEFINITIONS

2.1   "Accrued Benefit"

      shall mean the amount of monthly (or other periodic) pension payable in
      the normal form earned as of any date in reference, calculated in
      accordance with Article VI hereof, as modified by Article VIII hereof, if
      applicable.

2.2   "Actuarial Equivalent"

      shall mean the value or amount of the benefits which differ in time,
      period, or manner of payment from a periodic pension payable in the Normal
      Form (as provided in Section III.B.1. of the Adoption Agreement)
      commencing on a Participant's Normal Retirement Date, computed in
      accordance with the assumptions set forth in Section II.D. of the Adoption
      Agreement, or if use of the Section 417 interest rates as set forth in
      Section 6.7 of Plan would provide a greater benefit, computed in
      accordance with those rates.

2.3   "Administrator"

      shall mean the Plan Administrator as defined in Article II, Section 2.62
      hereof.

2.4   "Adoption Agreement"

      shall mean the agreement entered into by the Employer and the Trustee
      adopting this Plan and Trust and setting forth certain provisions of this
      Plan as specified therein.

2.5   "Affiliated Employer"

      shall mean:

      (a)  in the event the Plan provides benefits on behalf of an Owner-
           Employee (within the meaning of Section 401(c) of the Code): the
           Employer and any unincorporated entity or partnership under common
           control with the Employer within the meaning of Section 401(d)(1)(B)
           of the Code and as further described in Article XVI, Section 16.7,
           and

      (b)  in all other events: the Employer and any corporation,
           partnership or other unincorporated entity which forms a controlled
           group of corporations, a group of trades or businesses under common
           control, or an affiliated service group with the Employer, within the
           meaning of Sections 414(b), 414(c) and 414(m) of the Code and, where
           applicable, Sections 415(h) and 414(o) of the code.

2.6   "Age"

      shall mean actual age attained by a person as of his most recent birthday.


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ARTICLE II --  Definitions                                               Page 2
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

2.7   "Aggregation Group"

      shall mean each plan of the Affiliated Employer, whether or not
      terminated, in which a Key Employee is a participant and each other plan
      of the Affiliated Employer which enables any plan in which a Key Employee
      is a participant to meet the requirements of Sections 401(a)(4) or 410 of
      the Code. The Employer may treat any other Affiliated Employer as being
      part of the Aggregation Group if such group would continue to meet the
      requirements of Sections 401(a)(4) and 410 (permissive Aggregation Group)
      with such plan being taken into account. 

2.8   "Alternate Payee"

      shall mean any spouse, former spouse, child or other dependent of a
      Participant who is recognized as having a right to receive all or any
      portion of the benefits payable hereunder with respect to such Participant
      in accordance with Articles X and XVI hereof.

2.9   "Anniversary Date"

      shall mean the first day of the Plan Year unless otherwise specified in
      Section II of the Adoption Agreement.

2.10  "Annual Addition"

      shall mean for each Participant, in any Limitation Year, an amount
      determined in accordance with Article VII of this Plan.

2.11  "Annuity Starting Date"

      shall mean the first day of the first period for which an amount is
      payable as an annuity, or in the case of a benefit not payable in the form
      of an annuity, the first day on which all events have occurred which
      entitle the Participant to such benefit.

2.12  "Applicable Factor"

      shall mean the factors described in Section III.B.8 of the Integrated
      Defined Benefit Adoption Agreements #03-003 and #03-004 which are used to
      determine the limits of permitted disparity.

2.13  "Average Compensation"

      shall mean the average of a Participant's Compensation over the number of
      consecutive Plan Years as elected in Section II.A.4 of the Adoption
      Agreement (but not less than three) which produce the highest average; if
      the Participant has less than said number of Years of Service,
      compensation shall be averaged over the Participant's total period of
      Service.



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ARTICLE II -- Definitions                                                Page 3
<PAGE>
 
Basic Plan Document #03 - Defined Benefit
-----------------------------------------

2.14  "Average Annual Compensation"

      means the average of a Participant's Annual Compensation, as defined in
      Section 7.4(c) of the Plan, over the three or more consecutive years, as
      specified in Section II.A.4. of the Adoption Agreement, which produce the
      highest average. If a Participant's entire period of service for the
      Employer is less than the specified number of consecutive years,
      Compensation is averaged on annual basis over the Participant's entire
      period of service.

2.15  "Average Compensation for High Five Years"

      shall mean, for any Plan Year in which the Plan is a Top Heavy Plan, an
      amount so determined in accordance with Article IX of this Plan.

2.15.A. "Base Benefit Percentage"

      is the rate, expressed as a percentage of Compensation, at which Employer
      derived benefits are accrued with respect to Compensation of Participants
      at or below the Integration Level for the Plan Year.

2.16  "Beneficiary"

      shall mean any individual, individuals, estate or trust designated by a
      Participant, Plan Administrator or pursuant to Section 206(d)(93)(J) of
      ERISA and in the case of a "designated beneficiary" an individual who is
      designated as the beneficiary under the Plan pursuant to Section 401(a)(9)
      and the regulations thereunder to receive benefits on behalf of a
      Participant.

2.17  "Board of Directors"

      shall mean:

      (a)  in the case of a corporation:  the Board of Directors (or sole
           director) of the Employer, or of a Participating Employer, as the 
           case may be; and

      (b)  in the case of a partnership or sole proprietor:  the general
           partners or the sole proprietor, as the case may be.

2.18  "Break-In-Service"

      unless Elapsed Time is selected in Section II.B.4.e. of the Adoption
      Agreement, shall mean an applicable Computation Period in which an
      Employee fails to complete and aggregate a total of more than five hundred
      (500) Hours of Service with any Affiliated Employer. If Elapsed Time is
      selected, Break-In-Service is a Period of Severance of at least twelve
      (12) consecutive months.

2.19  "Code or IRC"

      shall mean the Internal Revenue Code of 1986 as amended from time to time.



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ARTICLE II -- Definitions                                                Page 4
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

2.20  "Collective Bargaining Agreement"

      shall mean an agreement between the Employer and Employee representatives
      if retirement benefits were the subject of good faith bargaining and if
      two percent or less of the employees of the employer who are covered
      pursuant to that agreement are professionals as defined in Section
      1.401(b)-9(g) of the Regulations. Employee representatives does not
      include any organization more than half of whose members are employees who
      are owners, officers and executives of the Employer.

2.21  "Committee"

      shall mean the committee members appointed pursuant to Article XIII,
      Section 13.10 hereof and specified in Section I.B.8. of the Adoption
      Agreement.

2.22  "Compensation"

      shall mean compensation as that term is defined in section 7.4(c) of the
      Plan. For any Self-Employed Person covered under the Plan, compensation
      will mean Earned Income. Compensation shall include only that compensation
      which is actually paid to the Participant during the applicable period.
      Except as provided elsewhere in this Plan, the applicable period shall be
      the period elected by the Employer in the Adoption Agreement. If the
      Employer makes no election the applicable period shall be the Plan Year.

      Notwithstanding the above, if elected by the Employer in the Adoption
      Agreement, compensation shall include any amount which is contributed by
      the Employer pursuant to a salary reduction agreement and which is not
      includable in the gross income of the Employee under sections 125,
      402(a)(8), 402(h) or 403(b) of the Code.

      For years beginning after December 31, 1988, the annual compensation of
      each participant taken into account under the Plan for any year shall not
      exceed $200,000. This limitation shall be adjusted by the Secretary at the
      same time and in the same manner as under section 415(d) of the Code,
      except that the dollar increase in effect on January 1 of any calendar
      year is effective for years beginning in such calendar year and the first
      adjustment to the $200,000 limitation is effective on January 1, 1990. If
      a Plan determines compensation on a period of time that contains fewer
      than 12 calendar months, then the annual compensation limit is an amount
      equal to the annual compensation limit for the calendar year in which the
      compensation period begins multiplied by the ratio obtained by dividing
      the number of full months in the period by 12. Fifteen days in a month or
      more shall be considered a full month.

      In determining the compensation of a participant for purposes of this
      limitation, the rules of Section 414(q)(6) of the Code shall apply, except
      in applying such rules, the term "family" shall include only the spouse of
      the participant and any lineal descendants of the participant who have not
      attained age 19 before the close of the year. If, as a result of the
      application of such rules the



-------------------------------------------------------------------------------
ARTICLE II -- Definitions                                                Page 5
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      adjusted $200,000 limitation is exceeded, then (except for purposes of
      determining the portion of compensation up to the integration level if
      this plan provides for permitted disparity), the limitation shall be
      prorated among the affected individuals in proportion to each such
      individual's compensation as determined under this section prior to the
      application of this limitation, but subsequent to any limitation imposed
      by Section II.A.3(a) of The Adoption Agreement.

      If compensation for any prior Plan Year is taken into account in
      determining an Employee's contributions or benefits for the current year,
      the compensation for such prior year is subject to the applicable annual
      compensation limit in effect for that prior year. For this purpose, for
      years beginning before January 1, 1990, the applicable annual compensation
      limit is $200,000.


      (d) In addition to other applicable limitations set forth in the plan, and
      notwithstanding any other provision in the plan to the contrary, for plan
      years beginning on or after January 1,1994, the annual compensation of
      each employee taken into account under the plan shall not exceed the OBRA
      '93 annual compensation limit. The OBRA '93 annual compensation limit is
      $150,000, as adjusted by the Commissioner for increases in the cost of
      living in accordance with section 401(a)(17)(B) of the Internal Revenue
      Code. The cost-of-living adjustment in effect for a calendar year applies
      to any period, not exceeding 12 months, over which compensation is
      determined (determination period) beginning in such calendar year. If a
      determination period consists of fewer than 12 months, the OBRA '93 annual
      compensation limit will be multiplied by a fraction, the numerator of
      which is the number of months in the determination period, and the
      denominator of which is 12.

      For plan years beginning on or after January 1, 1994, any reference in
      this plan to the limitation under section 401(a)(17) of the Code shall
      mean the OBRA '93 annual compensation limit set for in this provisions.

      If compensation for any prior determination period is taken into account
      in determining an employee's benefits accruing in the current year, the
      compensation for that prior determination period is subject to the OBRA
      '93 annual compensation limit in effect for that prior determination
      period. For this purpose, for determination periods beginning before the
      first day of the first plan year beginning on or after January 1, 1994,
      the OBRA '93 annual compensation limit is $150,000.

2.23  "Computation Period"

      shall mean:

      (a)  with respect to eligibility:

           (i)   the initial twelve (12) consecutive months beginning on the
                 Employee's Employment Commencement Date; and

           (ii)  subsequent Plan Years beginning with the Plan Year which
                 begins in the period specified in (i) above regardless of
                 whether the Employee is entitled to be credited with 1,000
                 hours of service during the period specified in (i) above. An
                 Employee who is credited with 1,000 hours



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ARTICLE II -- Definitions                                                Page 6
<PAGE>
 
Basic Plan Document #03 - Defined Benefit
-----------------------------------------

                 of service in both the initial eligibility computation period
                 and the first Plan Year which commences prior to the first
                 anniversary of the Employee's initial eligibility computation
                 period will be credited with two years of service for purposes
                 of eligibility to participate.

           (iii) successive anniversaries of the Employee's Employment
                 Commencement Date if specified in Section II.B.3. of the
                 Adoption Agreement; and

      (b)  with respect to vesting, Breaks-In-Service and accruals:  the Plan
           Year unless otherwise specified in Section II.B.2. of the Adoption
           Agreement.

      (c)  Notwithstanding the above, if a short Plan Year is elected in
           accordance with Section I.A.5.b. of the Adoption Agreement,
           "Computation Period" with respect to vesting shall be the twelve
           month period ending of the last day of the short Plan Year and on the
           last day of each subsequent Plan year.

2.24  "Covered Compensation"

      shall mean, for a Plan Year, the average (without indexing) of the taxable
      wage bases in effect for each calendar year during the 35-year period
      ending with the last day of the calendar year in which the Participant
      attains (or will attain) Social Security Retirement Age. No increase in
      Covered Compensation shall decrease a Participant's Accrued Benefit under
      the Plan.

      In determining a Participant's Covered Compensation for a Plan Year, the
      taxable wage base in effect for the current Plan Year and any subsequent
      Plan Year will be assumed to be the same as the taxable wage base in
      effect as of the beginning of the Plan Year for which the determination is
      being made.

      A Participant's Covered Compensation for a Plan Year before 35-year period
      ending with the last day of the calendar year in which the Participant
      attains Social Security Retirement Age is the taxable wage base in effect
      as of the beginning of the Plan Year. A Participant's Covered Compensation
      for a Plan Year after such 35-year period is the Participant's Covered
      Compensation for the Plan Year during which the Participant attained
      Social Security Retirement Age.

2.25  "Defined Benefit Fraction"

      shall mean for each Participant, for any Limitation Year, a fraction so
      determined in accordance with Article VII of this Plan.

2.26  "Defined Contribution Fraction"

      shall mean for each Participant, for any Limitation Year, a fraction so
      determined in accordance with Article VII of this Plan.

2.27  "Determination Date"

      shall mean, for any Plan Year, that date determined in accordance with
      Article IX of this Plan.



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ARTICLE II -- Definitions                                                Page 7
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

2.28  "Determination Year"

      shall mean the applicable Plan Year.

2.29  "Early Retirement Date"

      shall mean the date specified in Section II.C.2. of the Adoption
      Agreement.

2.30  "Earliest Retirement Age"

      shall mean the earliest date on which, under the Plan, the Participant
      could elect to receive retirement benefits.

2.31  "Earned Income"

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

      Net earnings shall be determined with regard to the deduction allowed to
      the taxpayer by Section 164(f) of the Code for taxable years beginning
      after December 31, 1989.

2.32  "Effective Date"

      shall have the meaning set forth in Section I.A.3. of the Adoption
      Agreement.

2.33  "Elapsed Time"

      The following definitions should replace the otherwise required Year of
      Service, Break-In-Service and Hour of Service definitions if the Employer
      has selected the use of the Elapsed Time method of credited service in
      Section II.B.4.e. of the Adoption Agreement.

      For purposes of determining an Employee's initial or continued eligibility
      to participate in the Plan or the nonforfeitable interest in the
      Participant's account balance derived from Employer contributions, an
      Employee will receive credit for the aggregate of all time period(s)
      commencing with the Employee's first day of employment or reemployment and
      ending on the date a Break-In-Service begins. The first day of employment
      or reemployment is the first day the Employee performs an Hour of Service.
      An employee will also receive credit for any period of severance of less
      than 12 consecutive months. Fractional periods of a year will be expressed
      in terms of days.

      For purposes of this section, Hour of Service shall mean each hour for
      which an


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ARTICLE II -- Definitions                                                Page 8
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      employee is paid or entitled to payment for the performance of duties for
      the Employer.

      Break-In-Service is a period of severance of at least 12 consecutive
      months.

      Period of severance is a continuous period of time during which the
      Employee is not employed by the Employer. Such period begins on the date
      the Employee retires, quits or is discharged, or if earlier, the 12 month
      anniversary of the date on which the Employee was otherwise first absent
      from service.

      In the case of an individual who is absent from work for maternity or
      paternity reasons, the 12-consecutive month period beginning on the first
      anniversary of the first date of such absence shall not constitute a 
      Break-In-Service. For purposes of this paragraph, an absence from work for
      maternity or paternity reasons means an absence

      (1)  by reason of the pregnancy of the individual,

      (2)  by reason of the birth of a child of the individual,

      (3)  by reason of the placement of a child with the individual in
           connection with the adoption of such child by such individual, or

      (4)  for purposes of caring for such child for a period beginning
           immediately following such birth or placement.

      Each Employee will share in Employer contributions for the period
      beginning on the date the Employee commences participation under the Plan
      and ending on the date on which such Employee severs employment with the
      Employer or is no longer a member of an eligible class of Employees.

      If the Employer is a member of an Affiliated Service Group (under section
      414(m)), a controlled group of corporations (under section 414(b)), or a
      group of trades or businesses under common control (under section 414(c)),
      or any other entity required to be aggregated with the Employer pursuant
      to section 414(o), service will be credited for any employment for any
      period of time for any other member of such group. Service will also be
      credited for any individual required under section 414(n) or section
      414(o) to be considered an Employee of any Employer aggregated under
      section 414(b), (c), or (m).

2.34  "Eligible Employee"

      shall mean an Employee who has satisfied the requirements set forth in
      Sections III.A.1., III.A.2. and III.A.3. of the Adoption Agreement.

2.35  "Employee"

      shall mean either:

      (a)  a person who performs services for an Affiliated Employer in the
           Employer-employee relation;



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ARTICLE II -- Definitions                                                Page 9
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      (b)  a person who is a Leased Employee with respect to an Affiliated
           Employer within the meaning of Code Sections 414(n) and 414(o) and
           this Article II; or

      (c)  a person who is a Self-employed individual (as defined in Section
           2.70 of the Plan) with respect to an Affiliated Employer.

2.36  "Employer"

      shall mean the corporation, partnership, association or sole
      proprietorship set forth in Section I.B.1. of the Adoption Agreement.

2.37  "Employment Commencement Date"

      shall mean the date on which an Employee first performs an Hour of Service
      on behalf of an Affiliated Employer, or if applicable, the date on which
      an Employee first performs an Hour of Service after his most recent Break-
      In-Service that has resulted in cancellation of his previous Years of
      Service.

2.38  "Entry Date"

      shall mean each date set forth in Section III.A.4. of the Adoption
      Agreement which shall be the date on which the Employee commences
      participation.

2.39  "ERISA"

      shall mean the Employee Retirement Income Security Act of 1974 (P.L. 93-
      406) as it presently exists or as it may hereafter be amended from time to
      time.


2.39.A  "Excess Benefit Percentage"

      is the rate, expressed as a percentage of Compensation, at which Employer
      derived benefits are accrued with respect to Compensation of Participants
      above the Integration Level for the Plan Year.

2.40  "Excess Compensation"

      shall mean that portion of a Participant's Average Compensation that
      exceeds the integration level specified in Section III.B.7. of the
      Adoption Agreement (only applicable to Integrated Defined Benefit Plans
      #03-003 and #03-004).

2.41  "Family Member"

      shall mean family member as defined in Section 414(q)(6) of the Code.



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ARTICLE II -- Definitions                                               Page 10
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                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

2.42  "Final Average Compensation"

      shall mean the average of the Participant's annual Compensation from the
      Employer for the 3 consecutive year period ending with or within the Plan
      Year. If a Participant's service with the Employer is less than 3
      consecutive years, Final Average Compensation shall be determined by
      averaging on an annual basis the Compensation received during service with
      the Employer. Compensation for any year in excess of the taxable wage base
      in effect at the beginning of such year shall not be taken into account.

2.43  "Reserved"


2.44  "Highly Compensated Employee"

      means:

      (a)  An Employee who performs services for an Affiliated Employer
           during the applicable Determination Year and who during the Look-Back
           Year either

           (i)   Received Compensation from an Affiliated Employer in excess of
                 $75,000 (as adjusted pursuant to Code Section 415(d)).

           (ii)  Received Compensation from an Affiliated Employer in excess of
                 $50,000 (as adjusted pursuant to Code Section 415(d)) and such
                 Employee was among the twenty percent (20%) who received the
                 highest Compensation from an Affiliated Employer, or

           (iii) Was an officer of an Affiliated Employer and either received
                 Compensation in excess of fifty percent (50%) of the
                 current limitation imposed by Code Section 415(b)(1)(A), or in
                 the event no officers of any Affiliated Employer received
                 Compensation in excess of the foregoing limit, the most 
                 highly compensated officer, or

      (b)  Employees who are five percent (5%) owners (within the meaning of
           Code Section 415(i)) of an Affiliated Employer at any time during the
           Look-Back Year or the Determination Year or Employees described in
           Section 2.44(a) who are one of the 100 Employees who received the
           most compensation from



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ARTICLE II -- Definitions                                               Page 11
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      the Employer during the Determination Year, or

      (c)  A former Employee who:
           (i)   separated from the service of all Affiliated Employers prior
                 to the Determination Year;

           (ii)  performed no services for an Affiliated Employer during the
                 Determination Year, and was a Highly Compensated Employee (who
                 was actively employed) during either his year of separation
                 from service, or any Determination Year ending on or after his
                 fifty fifth (55th) birthday.

      (d)  Any other Employee deemed to be highly compensated under Code
           Section 414(q) and the Treasury Regulation thereunder.

      (e)  If an Employee is, during a determination year or look-back year,
           a family member of either a 5 percent owner who is an active or
           former Employee or a highly compensated Employee who is one of the 10
           most highly compensated Employees ranked on the basis of compensation
           paid by the Employer during such year, then the family member and the
           5 percent owner or top-ten highly compensated employee shall be
           aggregated. In such case, the family member and 5 percent owner or
           top-ten highly compensated employee shall be treated as a single
           employee receiving compensation and plan contributions or benefits
           equal to the sum of such compensation and contributions or benefits
           of the family member and the 5 percent owner or top-ten highly
           compensated employee. For purposes of this section, family member
           includes the spouse, lineal ascendants and descendants of the
           employee or former employee and the spouses of such lineal ascendants
           and descendants.

           The determination of who is a highly compensated Employee, including
           the determinations of the number and identity of Employees in the 
           top-paid group, the top 100 employees, the number of Employees
           treated as officers and the compensation that is considered, will be
           made in accordance with section 414(q) of the Code and the
           regulations thereunder.

2.45  "Hour of Service"

      shall mean:

      (a)  Each hour for which an Employee (including those persons treated
           as employees pursuant to Code Section 414(n)) is paid or entitled to
           be paid currently or as a back pay award irrespective of mitigation
           of damages, by any Affiliated Employer (including any other entity
           required to be aggregated pursuant to Code Section 414(o) and
           regulations thereunder) for the performance of duties provided,
           however, that all hours shall be credited in the Computation Period
           in which the work was performed or to which the back pay award
           relates; and

      (b)  Each hour for which an Employee is paid or is entitled to payment
           due to


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ARTICLE II -- Definitions                                               Page 12
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------
 
      vacation, holiday, illness, incapacity, disability, lay off, jury duty,
      military duty, maternity or paternity leave or leave of absence, but not
      periods for which payments are made due:

           (i)   Under a plan maintained solely for the purpose of compliance
                 with Worker's Compensation, Unemployment Compensation,
                 disability insurance laws; or


           (ii)  Solely as reimbursement for medical expenses incurred by the
                 Employee provided, however, that no more than five hundred one
                 (501) Hours of Service be credited to an Employee during a
                 single continuous period during which the Employee performs no
                 duties, except in the case where the Employee is on leave of
                 absence due to illness, injury or disability;

      (c)  Each hour for which an Employee is absent from work because of

           (i)   pregnancy,

           (ii)  the birth of a child of the Employee,

           (iii) the placement of a child with the Employee in connection with
                 the adoption of the child by the Employee, or

           (iv)  the need for care of the child during the period immediately
                 following the birth or placement for adoption, but solely for
                 the purpose of determining whether a Break-In-Service has
                 occurred for participation and vesting.

      (d)  (1)   The Employee shall be credited with the number of hours which
                 otherwise would have been credited but for such absence under
                 subsection (c), unless said number of hours cannot be
                 determined, in which case eight (8) hours per working day shall
                 be credited.

           (2)   Total hours credited pursuant to subsections (c) and (d) shall
                 not exceed five hundred one (501) hours.

           (3)   Hours pursuant to subsection (c) and (d) shall be credited in
                 the Computation Period in which the absence pursuant to
                 subsections (c) and (d) begins if such hours would prevent an
                 Employee from incurring a Break-In-Service, or in any other
                 case in the following Computation Period.

           (4)   No credit shall be given pursuant to subsections (c) and (d)
                 unless the Employee furnishes the Plan Administrator with
                 information, as it may reasonably be required, to established
                 the length of or reasons for the absence, or the Plan
                 Administrator has access to such relevant information.



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ARTICLE II -- Definitions                                               Page 13
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      (e)  Hours of Service shall be determined in accordance with Department
           of Labor Regulations, Sections 2530.200 b-2 and b-3 which are
           incorporated herein by reference;

      (f)  Hours of Service may be credited at the rate of forty-five (45)
           hours for each week, ninety-five (95) hours for each semi-monthly pay
           period or one hundred ninety (190) hours for each monthly pay period
           in which an Employee is credited with one (1) Hour of Service, if so
           elected by the Employer in Section II.B.4. of the Adoption Agreement.

      (g)  Notwithstanding the above, if an Employer has selected use of the
           elapsed time method of credited service in Section II.B.4.e. of the
           Adoption Agreement, Hour of Service shall mean each hour for which an
           Employee is paid or entitled to payment for the performance of duties
           with the Employer.

      (h)  Hours of Service will be credited for employment with other
           members of an Affiliated Service Group (under Section 414(m)), a
           controlled group of corporations (under Section 414(b)), or a group
           of trades or businesses under common control (under Section 414(c)),
           of which the adopting Employer is a member and any other entity
           required to be aggregated with the Employer pursuant to section
           414(o).

2.46  "Insurer"

      shall mean any legal reserve insurance company from which any policies may
      be acquired in accordance with the terms of the Plan.

2.47  "Investment Fund"

      shall mean that portion of the Trust Fund consisting of all monies not
      applied under Policies.

2.48  "Key Employee"

      shall mean, for any Plan Year, a Participant or Beneficiary so determined
      in accordance with Article IX of this Plan.

2.49  "Leased Employee"

      shall mean any person (not otherwise an employee of an Affiliated
      Employer) who pursuant to an agreement between the Affiliated Employer (as
      recipient) and any other person (as "leasing organization") has performed
      services for an Affiliated Employer or other "related person" (within the
      meaning of Code Section 414(n)(6)) on a substantially full-time basis for
      at least one year of a type historically performed by employees in the
      business field of the Affiliated Employer, except if all of the following
      conditions are satisfied:

      (a)  Such employee is covered by a money purchase pension plan
           providing:

           (i)   a non-integrated employer contribution of not less than ten
                 percent (10%) of Compensation (as defined in Code Section 
                 415(c)(3) and



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ARTICLE II -- Definitions                                               Page 14
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                 without regard to any salary reduction agreement);

           (ii)  immediate participation; and

           (iii) immediate nonforfeitability of Employer contribution;

      (b)  Leased Employees do not constitute more than twenty percent (20%)
           of the non-highly compensated work force of the Affiliated Employer.

      Contributions or benefit provided a leased Employee by the leasing
      organization which are attributable to services performed for the
      recipient Employer shall be treated as provided by the recipient Employer.

2.50  "Limitation Year"

      shall mean the consecutive twelve (12) month period selected in Section
      II.B.1. of the Adoption Agreement unless otherwise elected by resolution
      of the Board of Directors of the Employer. If the Limitation Year is
      amended to a different twelve (12) consecutive month period, the new
      Limitation Year must begin on a date within the Limitation Year in which
      the amendment is made.

2.51  "Look-Back Year"

      shall mean the twelve (12) month period immediately preceding the
      applicable Determination Year.

2.52  "Named Fiduciary"

      shall mean the Employer, the Trustees and the Plan Administrator,
      provided, however, that the above named (or any member of a group
      constituting fiduciaries) to the extent of each of their powers, duties
      and responsibilities as set forth under the terms of this Plan.

2.53  "Non-Key Employee"

      shall have the meaning so ascribed in Article IX of this Plan.

2.54  "Normal Form"

      shall mean the form of benefit selected by the Employer in the Adoption
      Agreement.

2.55  "Normal Retirement Age "

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

      If, for Plan Years beginning before January 1, 1988, Normal Retirement Age
      was determined with reference to the tenth (10th) anniversary of the
      Participant's initial plan participation (or any anniversary more than 5
      but not to exceed


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ARTICLE II -- Definitions                                               Page 15
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      10 years), the Normal Retirement Age for Participants whose initial plan
      participation date is before the 1988 Plan Year shall be the earlier of:

      (a)  the tenth anniversary of the Participant's initial plan
           participation (or such anniversary as had been elected by the 
           Employer, if less than 10), or

      (b)  the fifth anniversary of the first day of the first Plan Year
           beginning on or after January 1, 1988.

2.56  "Normal Retirement Date"

      shall mean the date specified in Section II.C.3. of the Adoption
      Agreement. If the Employer enforces a mandatory retirement age, the Normal
      Retirement Date shall be the lesser of that mandatory age or the age
      specified in the Adoption Agreement.

2.57  "Owner Employee"

      shall mean an individual who is a sole proprietor or who is a partner
      owning more than ten percent (10%) of either the capital or profits of the
      partnership.


2.58  "Participant"

      shall mean any person who is or was an Eligible Employee and who has been
      admitted to participation in accordance with the terms of the Plan.

2.59  "Participating Employer"

      shall mean the Employer and any Affiliated Employer who, with the consent
      of the Employer, formally adopts the Plan by completing Section I.B.2. of
      the Adoption Agreement.

2.60  "Period of Severance"

      shall mean a continuous period of time during which the Employee is not
      employed by the Employer beginning when the Employee retires, quits or is
      discharged, or if earlier, the 12 month anniversary of the date on which
      the Employee was otherwise first absent from service, provided that in the
      case of an individual who is absent from work for maternity or paternity
      reasons, the twelve (12) consecutive month period beginning on the first
      anniversary of the first date of such absence shall not constitute a 
      Break-In-Service. For purposes of this paragraph, an absence from work for
      maternity or paternity reasons shall have the same meaning as in Section
      2.44(c) of the Plan.

2.61  "Plan or Plan and Trust"

      shall mean the Plan as herein set forth, as it may be amended from time to
      time which shall be known by the name set forth in Section I.A.1. of the
      Adoption Agreement.



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ARTICLE II -- Definitions                                               Page 16
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

2.62  "Plan Administrator"

      shall mean any individual, individuals, corporate entity, or other
      organization or combination of any of the above designated in Section
      I.B.7. of the Adoption Agreement, or in the absence of such designation,
      the Employer.

2.63  "Plan Year"

      shall mean the twelve (12) consecutive month period set forth in
      Section I.A.5. of the Adoption Agreement.

2.64  "Policy"

      shall mean any ordinary life, universal life, term or annuity policy
      issued by an Insurer and providing benefits under the Plan.

2.65  "Qualified Domestic Relations Order"

      shall mean any judgment, decree or order (including approval of a property
      settlement agreement) made pursuant to a state domestic relations law:

      (a)  which relates to the provision of child support, alimony payments
           or marital property rights;

      (b)  which creates or recognizes the existence of an Alternate Payee's
           right to receive all or any portion of the benefits payable with
           respect to a Participant; and

      (c)  which otherwise satisfies the requirements of Section 414(p) of
           the regulations thereunder.

2.66  "Qualified Joint and Survivor Annuity"

      shall mean, in the case of a married Participant, the amount of an
      immediate annuity for the life of the Participant with a survivor's
      annuity for the life of the Participant's spouse which is not less than
      50% nor greater than 100% of the annuity payable during the joint lives of
      the Participant and the spouse. The Joint and Survivor Annuity will be the
      actuarial equivalent of the Participant's Present Value of Vested Accrued
      Benefit, or, if greater, the actuarial equivalent of any optional form of
      benefit. In the case of an unmarried Participant and the Qualified Joint
      and Survivor Annuity is not applicable, his annuity shall be an immediate
      annuity for life.

2.67  "Qualified Pre-Retirement Survivor Annuity"

      shall mean an immediate annuity form of payment for the life of the
      surviving spouse of a Participant who dies prior to his Annuity Starting
      Date.



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ARTICLE II -- Definitions                                               Page 17
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

2.68  "Reserved"

2.69  "Restatement Effective Date"

      shall have the meaning ascribed in Section I.A.3. of the Adoption
      Agreement.

2.70  "Self Employed Person"

      shall mean an individual who has Earned Income (within the meaning of Code
      Section 401(c)(2)) from the trade or business for which the Plan is
      established, or would have such income if such trade or business had net
      profits.

2.71  "Social Security Retirement Age"

      shall mean age 65 if the Participant attains age 62 before January 1, 2000
      (i.e., born before January 1, 1938), age 66 if the Participant attains age
      62 after December 31, 1999, but before January 1, 2017 (i.e., born after
      December 31, 1937, but before January 1, 1955), and age 67 if the
      Participant attains age 62 after December 31, 2016 (i.e., born after
      December 31, 1954).

2.72  "Spouse"

      shall mean the Spouse or the Surviving Spouse of the Participant, provided
      that a former Spouse will be deemed the Spouse and the current Spouse will
      not be deemed the Spouse to the extent provided under a Qualified Domestic
      Relations Order.

2.73  "Super Top Heavy Plan"

      The plan is a Super Top-Heavy Plan in any Plan Year in which the Top-Heavy
      Ratio (so determined in accordance with Section 9.2.C. of the Plan) is in
      excess of ninety (90%) percent.

2.73.A  " Taxable Wage Base "

      is the contribution and benefit base in effect under Section 230 of the
      Social Security Act at the beginning of the Plan Year.

2.74  "Top Heavy Plan"

      shall mean, for any Plan Year, a Plan so determined in accordance with
      Article IX hereof.

2.75  "Total Disability"

      shall mean a medically determinable physical or mental impairment which is
      expected to result in death or to be of a long continued duration and
      which prevents the Participant from engaging in his normal and customary
      duties.


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ARTICLE II -- Definitions                                               Page 18
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

2.76  "Trustees"

         shall mean the individual, individuals, corporate entity or other group
         designated pursuant to Section I.B.6. of the Adoption Agreement.

2.77  "Trust Fund"

      shall mean assets or property held by the Trustees (or any nominee
      thereof) under the terms of the Plan and Trust.

2.78  "Valuation Date:"

      shall mean the close of business on:

      (a)  the last day of the Plan Year;

      (b)  the first day of the Plan Year, or

      (c)  any other date selected by the Plan Administrator.

2.79  "Year of Credited Service"

      shall mean each year with the Employer with respect to which benefits are
      treated as accruing on behalf of the Participant according to the
      selection made in Section II.B.7. of the Adoption Agreement.

2.80  "Year of Service" 

      shall mean a 12-consecutive month period (Computation Period) during which
      the employee completes the required hours described in Section 4.1 of the
      Plan, unless the Employer has elected the use of Elapsed Time in which
      event the provisions of Section 2.33 of the Plan shall control.




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ARTICLE II -- Definitions                                               Page 19
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.1   Eligible Employee Status

      An Employee shall be an Eligible Employee on the date on which he
      satisfies the requirements set forth in Sections III.A.2. and III.A.3. of
      the Adoption Agreement.

      If this is a restatement of an existing Plan, every individual
      participating under the prior provisions of the Plan as of the date of the
      execution of the Adoption Agreement shall continue to participate in
      accordance with the terms hereof unless said individual is in an excluded
      classification.

3.2   Commencement of Participation

      An Eligible Employee shall enter the Plan, subject to any administrative
      requirements set forth herein, on the Entry Date specified in Section
      III.A.4. of the Adoption Agreement. Notwithstanding the foregoing, all
      Employees on the date specified in Section III.A.5. of the Adoption
      Agreement shall commence their participation hereunder on the date
      specified therein.

3.3   Administrative Requirements

      The Plan Administrator shall require the Employee to supply information
      and to complete such forms as reasonably required and, shall delay an
      Employee's entrance into the Plan until his compliance with this
      requirement.

3.4   Re-Employment of Participant

      If a Participant experiences an interruption in his employment with all
      Affiliated Employers and is subsequently re-employed he shall be eligible
      to re-enter the Plan immediately upon re-employment.

3.5   Change in Employment Status

      An Employee otherwise eligible who was previously not eligible to enter
      the Plan because he was not an Eligible Employee shall enter participation
      immediately upon becoming an Eligible Employee.

3.6   Inactive Participants

      If a Participant subsequently becomes ineligible under Section 3.1
      hereunder, but is still employed by an Affiliated Employer he shall become
      an inactive Participant and shall continue to accrue credit for Years of
      Service for purposes of vesting but not benefit accrual.


3.7   Waiver of Participation

      Every Eligible Employee shall become a Participant provided in this
      Article III



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ARTICLE III -- Eligibility and Participation                            Page 20
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      unless prior to his Entry Date or, if applicable, the date on which he
      shall have first accrued a benefit under the Plan he shall have filed with
      the Plan Administrator on the form prescribed by him, a duly executed full
      or partial waiver of all present and prospective accruals which would
      otherwise inure to him under the Plan and the Plan Administrator
      determines that the acceptance of such waiver may not adversely affect the
      tax qualification of the Plan. An Employee who waives participation or
      accruals may later become a Participant as of the Date he re-elects to
      join this Plan, provided that as of such Date he shall meet the
      requirements for participation. His Normal Retirement benefit shall then
      be permanently reduced by the amount so waived.

      This waiver of participation does not apply to the standardized
      Adoption Agreements (03-002 and 03-004).



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ARTICLE III -- Eligibility and Participation                            Page 21
<PAGE>
 
Basic Plan Document #03 - Defined Benefit
-----------------------------------------

                ARTICLE IV - HOURS AND YEARS OF SERVICE

4.1   Years of Service Eligible for Credit

      A Participant will receive credit for all Hours and Years of Service with
      all Affiliated Employers except as otherwise provided in this Section 4.1.

      (a)  Eligibility

           For purposes of eligibility, an Employer who has not selected Section
           II.B.3. of the Adoption Agreement will credit an Employee who accrues
           one thousand (1,000) Hours of Service during both the initial twelve
           month Computation Period and the Plan Year beginning in the initial
           twelve month Computation Period, with two (2) Years of Service.

           Years of Service and Breaks-In-Service will be measured on the same
           eligibility Computation Period. Furthermore, a Year of Service is not
           completed until the end of each consecutive 12-month period without
           regard to when during the period 1,000 Hours of Service are
           completed.

           All Years of Service with the Affiliated Employer are counted toward
           eligibility Computation Period.

           (i)   If the Employer elected to require the completion of two Years
                 of Service for eligibility and provide 100% immediate vesting
                 upon plan participation, Years of Service before a one year
                 Break-In-Service may be disregarded if an Employee incurs a one
                 year Break-In-Service prior to meeting the two year
                 requirement.

           (ii)  In the case of a Participant who does not have any
                 nonforfeitable right to the Accrued Benefit, Years of Service
                 before a period of consecutive 1-year breaks in service will
                 not be taken into account in computing eligibility service if
                 the number of consecutive 1-year breaks in service in such
                 period equals or exceeds the greater of 5 or the aggregate
                 number of Years of Service. Such aggregate number of Years of
                 Service will not include any Years of Service disregarded under
                 the preceding sentence by reason of prior Breaks-in-Service.

                 If a Participant's Years of Service are disregarded pursuant to
                 the preceding paragraph such Participant will be treated as a
                 new employee for eligibility purposes. If a Participant's Years
                 of Service may not be disregarded pursuant to the preceding
                 paragraph, such participant shall continue to participate in
                 the plan, or, if terminated, shall participate immediately upon
                 re-employment.

      (b)  Vesting

           For purposes of determining the vested percentage of a Participant's
           Accrued Benefit, the following Years of Service shall be disregarded:



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ARTICLE IV -- Employer Contributions                                    Page 22
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------


           (i)   Years of Service completed prior to the Participant attaining
                 the age, if any, elected in the Adoption Agreement.

           (ii)  Years of Service completed prior to any period during which
                 the Affiliated Employers maintained this Plan or a plan which
                 is a predecessor to this Plan, if so elected in the Adoption
                 Agreement.

           (iii) Years of Service disregarded pursuant to Section 4.1(a)(i) and
                 (ii) above.

           (c)  Accrual of Benefits

           For purposes of Accrual of Benefits, a Year of Service shall mean a
           Plan Year during which a Participant either completes the required
           Hours of Service as selected in Section II.B.7. of the Adoption
           Agreement or is employed on the last day of the Plan Year.

           In determining the Years of Service for which benefits are to accrue
           (for purposes of the definition of Accrued Benefit and/or the benefit
           formula) the following Years of Service shall be disregarded:

           (i)   Years of Service completed prior to the commencement of Plan
                 participation, if so elected in the Adoption Agreement.

           (ii)  Years of Service disregarded pursuant to Section 4.1(a)(i).

           (iii) Years of Service excluded pursuant to Section III.B.6.
                 (Transition Rule) of the Adoption Agreement.

4.2   Credit for Hours of Service

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

4.3   Predecessor Employers

      Service with a predecessor of the Company shall be treated as Hours and/or
      Years of Service with the Company if the Plan was or includes a plan of
      such predecessor, or is so elected in the Adoption Agreement.



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ARTICLE IV -- Employer Contributions                                    Page 23
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                           ARTICLE V - CONTRIBUTIONS

5.1   Amount of Employer Contributions

      Each Participating Employer shall contribute to the Plan an amount
      sufficient to satisfy the minimum funding requirements of Section 412 of
      the Code and Part 3 of Title I of ERISA on account of its Employees.

5.2   Payment of Contributions

      Each Participating Employer shall make full payment of its contribution to
      the Trustees for the Plan year with respect to which such contribution is
      made.

5.3   Duty of the Trustees

      The Trustees shall have no duty to enforce payment of any contribution of
      any Participating Employer.

5.4   Contingent Nature of Contributions

      Employer contributions made to the Trust Fund are expressly contingent
      upon their deductibility for federal income tax purposes and the
      maintenance of the qualified status of the Plan to the extent that loss of
      said qualified status would deprive a Participating Employer of the
      deduction taken for said contribution.

5.5   Refund of Company Contribution

      In the event of:

      (a)  initial disqualification of the Plan;

      (b)  disallowance of a deduction under Section 404 of the Code; or

      (c)  mistake of fact,

      that portion of contributions which is disallowed or contributed by
      mistake of fact may be returned to the Participating Employer which made
      said contribution to the extent permitted under Section 403(c) of ERISA
      and Section 401(a)(2) of the Code.

      Return of contributions pursuant to (b) or (c) of this section shall be
      made within one (1) year of the date of disallowance of deduction, or date
      of payment of the mistaken portion of the contribution, as the case may
      be. If the Commissioner of Internal Revenue determines that the Plan is
      not initially qualified under the code, any contribution made incident to
      that initial qualification by the Employer must be returned within one
      year of the date of denial of initial qualification, but only if the
      application for qualification is made by the time prescribed for filing
      the Employer's return for the taxable year in which the Plan is adopted,
      or such later date as the Secretary of the Treasury may prescribe.




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ARTICLE V -- Contributions                                              Page 24
<PAGE>
 
Basic Plan Document #03 - Defined Benefit
-----------------------------------------

5.6   Employee Contributions

      Employee Contributions shall not be permitted under this Plan. In the case
      of a restatement, previously made Employee contributions and earnings
      thereon shall be fully vested at all times and subject to the following:

      (a)  All Employee contributions shall be separately accounted for in a
           Participant's Contribution Account.

      (b)  Participant may at any time withdraw all or any portion of his
           Contribution, no forfeitures will occur solely as a result thereof.

      (c)  Subject to the right of withdrawal in (b) above, a Participant's
           Contribution Account shall be payable at the same time, in the same
           manner, and, in the event of death, to the same Beneficiaries as his
           Accrued Benefit.

           Beginning with the Plan Year in which this Plan is adopted by the
           Employer, this Plan will no longer accept Employee contributions
           which are allocated to a separate account. Employee contributions for
           Plan Years beginning after December 31, 1986, together with any
           matching contributions as defined in Section 401(m) of the Code, will
           be limited so as to meet the non-discrimination test of Section
           401(m).

5.7   Rollover Contributions

      (a)  Permissibility

           Rollover contributions may be accepted if such option is selected
           pursuant to Section IV.A. of the Adoption Agreement only upon such
           terms and conditions as may be provided under administrative
           regulations set forth by the Plan Administrator, provided, however,
           that no funds shall be accepted as a rollover contribution if
           acceptance of said funds adversely affects the qualified status of
           the Plan or Trust Fund under the Code.

      (b)  Evidence of Source of Rollover Funds

           The Plan Administrator, at its sole discretion, may require the
           Participant to provide such evidence as it deems necessary to
           determine that the rollover funds originate from a source which may
           be rolled over to the Plan without adversely affecting its qualified
           status.

      (c)  Types of Rollovers Accepted

           Subject to the requirements of this section, rollover contributions
           from the following types of plans may be accepted:

           (i)   those received by a Participant directly from a plan which is
                 qualified under Section 401(a) of the Code;

           (ii)  those received by a Participant from an Individual Retirement
                 Account which consists only of rollover contributions as
                 provided in Section 408(d)(3) of the Code;



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ARTICLE V -- Contributions                                              Page 25
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           (iii) those received by a Participant from an employee annuity
                 described in Section 403(b) of the Code;

            (iv) a transfer of funds directly from the trustee of a plan which
                 is qualified under Section 401(a) of the code; provided,
                 however, that such direct transfers shall be accepted only if
                 so specified in Section III.B. of the Adoption Agreement.

      (d)  Withdrawal

           A Participant may withdraw his rollover contributions (including
           earnings and appreciation) in the same manner provided for the
           withdrawal of Employee contributions.

      (e)  Direct Rollover of Eligible Distributions.  General Rule.

           The subsection applies to distributions made on or after January 1,
           1993. Notwithstanding any provision of the plan to the contrary that
           would otherwise limit a distributee's election under this Article, a
           distributee may elect, at the time and in the manner prescribed by
           the plan administrator, to have any portion of an eligible rollover
           distribution paid directly to an eligible retirement plan specified
           by the distributee in a direct rollover.

      (f)  Direct Rollover of Eligible Distributions.  Definitions.

           (i)   Eligible rollover distribution:  An eligible rollover
                 distribution is any distribution of all or any portion of the
                 balance to the credit of the distributee, except that an
                 eligible rollover distribution does not include: any
                 distribution that is one of a series of substantially equal
                 periodic payments (not less frequently than annually) made for
                 the life (or life expectancy) of the distributee or the joint
                 lives (or joint life expectancies) of the distributee and the
                 distributee's designated beneficiary, or for a specified period
                 of ten years or more; any distribution to the extent such
                 distribution is required under section 401(a)(9) of the Code;
                 and the portion of any distribution that is not includable in
                 gross income (determined without regard to the exclusion for
                 net unrealized appreciation with respect to employer
                 securities).

           (ii)  Eligible retirement plan:  An eligible retirement plan is an
                 individual retirement account described in section 408(a) of
                 the Code, an individual retirement annuity described in section
                 408(b) of the Code, an annuity plan described in section 403(a)
                 of the Code, or a qualified trust described in section 401(a)
                 of the Code, that accepts the distributee's eligible rollover
                 distribution. However, in the case of an eligible rollover
                 distribution to the surviving spouse, an eligible retirement
                 plan is an individual retirement account or individual
                 retirement annuity.


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ARTICLE V -- Contributions                                              Page 26
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

     (iii) Distributee:  A distributee includes an employee or former
           employee. In addition, the employee's or former employee's surviving
           spouse and the employee's or former employee's spouse or former
           spouse who is the alternate payee under a qualified domestic
           relations order, as defined in section 414(p) of the Code, are
           distributees with regard to the interest of the spouse or former
           spouse.

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



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ARTICLE V -- Contributions                                              Page 27
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                     ARTICLE VI - CALCULATION OF BENEFITS

6.1   Normal Form of Benefits

      All benefits payable hereunder shall be payable as a monthly annuity
      commencing on the Participant's Normal Retirement Date payable in the
      Normal Form specified in Section III.B.1. of the Adoption Agreement.

6.2   Calculation of Normal Retirement Benefit

      The normal retirement benefit is the monthly retirement benefit to be
      provided for each Participant on his Normal Retirement Date payable in the
      Normal Form.

      Subject to the maximum benefit limitation and the One Point Four
      limitations in Article VII, any Participant who reaches his Normal
      Retirement Date shall be entitled to receive a monthly pension based on
      the formula selected in Section III.B.2. of the Adoption Agreement.

      The normal retirement benefit of each Participant shall not be less than
      the largest periodic benefit that would have been payable to the
      Participant upon separation from service at or prior to Normal Retirement
      Age under the Plan exclusive of social security supplements, premiums on
      disability or term insurance, and the value of disability benefits not in
      excess of the normal retirement benefit. For purposes of comparing
      periodic benefits in the same form, commencing prior to and at Normal
      Retirement Age, the greater benefit is determined by converting the
      benefit payable prior to Normal Retirement Age into the same form of
      annuity, payable at Normal Retirement Age and comparing the amount of such
      annuity payments. In the case of a Top Heavy Plan, the normal retirement
      benefit shall not be smaller than the minimum benefit to which the
      employee is entitled under Article IX.

      For a Standardized Plan (Adoption Agreements #03-002 or #03-004) that
      allows past service credit, Section III.B.3.b of the Adoption Agreement
      shall apply and past service credits shall be limited to the 5 years
      preceding the Effective Date or the date of the restatement. Such credit
      or increase must be granted on a uniform basis to all current Employees
      under the Plan.

6.3   Calculation of Accrued Benefits

      The formula to determine Accrued Benefit will be one of the following
      methods as elected in conjunction with the benefit formula pursuant to
      Section III.B.4. of the Adoption Agreement.

      a.   Fractional Rule

           A Participant's Accrued Benefit at any time equals the product of the
           Normal Retirement Benefit multiplied by a fraction, the numerator of
           which is the number of Years of Credited Service at such time, and
           the denominator of which is the number Years of Credited Service the
           Participant would have at Normal Retirement Age.



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ARTICLE VI -- Calculation of Benefits                                   Page 28
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           If the number of Years of Credited Service required for full benefit
           at retirement in Section III.B.2. of the Adoption Agreement is less
           than 25 years or if no reduction applies, then in applying the
           fractional method, the denominator in the fraction shall be the
           greater of 25 or the number of years of Credited Service the
           Participant would have at Normal Retirement Age.

           When determining the Accrued Benefit, the Normal Retirement Benefit
           is the monthly benefit to which the Participant would be entitled if
           he continued to earn annually until such Normal Retirement Age the
           same rate of Compensation upon which his normal retirement benefit
           would be computed. This rate of Compensation is computed on the basis
           of Compensation taken into account under the Plan, (but not to exceed
           the ten years of service immediately preceding the determination).

      b.   133 1/3 Rule

           A Participant's Accrued Benefit as of any date in reference shall be
           the benefit obtained by applying the Unit Credit formula elected
           pursuant to Section III.B.2. of the Adoption Agreement to his years
           of Credited Service. The normal retirement benefit is the total
           Benefit accrued at Normal Retirement Age.

      c.   Fully insured Accrual

           Regardless of the benefit formula selected, this method applies if
           the Plan is funded exclusively by the purchase of individual
           insurance contracts.

           All contracts will provide for level annual premium payments to be
           paid extending not later than the retirement age for each individual
           participating in the Plan, and commencing with the date the
           individual became a Participant in the Plan (or, in the case of an
           increase in benefits, commencing at the time such increase becomes
           effective).

           Increases in a Participant's monthly retirement benefits due to a
           change in Compensation shall be recognized as of each Anniversary
           Date. Decreases in monthly retirement benefits shall not be
           recognized until the decrease in Compensation has been in effect for
           two Plan Years.

           Benefits provided by the Plan are equal to the benefits provided
           under each insurance contract at Normal Retirement Age and are
           guaranteed by an insurance carrier (licensed under the laws of a
           state to do business with the Plan) to the extent premiums have been
           paid.

           Each Participant's Accrued Benefit as of any applicable date is the
           cash surrender value his insurance contracts would have had on such
           applicable date if

           i.    premiums payable for the Plan Year, and all prior plan Years,
                 under such contract had been paid before lapse or there was
                 reinstatement of the policy, and



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ARTICLE VI -- Calculation of Benefits                                   Page 29
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           ii.   no rights under such contracts had been subject to a security
                 interest at any time during the Plan Year, and

           iii.  no policy loan were outstanding at any time during the Plan
                 Year.

6.4   Transitional Rules

      If this Plan is a restatement of a prior Plan, the Participant's Accrued
      Benefit shall be as elected in Section III.B.6 of the Adoption Agreement.

      For purposes of Section 6.3, the terms years of participation and Years of
      Credited Service shall include all earned service by a Participant under
      the terms of a prior Plan this Plan has superceded. Such service shall be
      credited to the extent included for benefit accrual purposes under the
      superceded prior Plan sponsored by an Affiliated Employer, provided,
      however, that no more than one (1) Year of Participation shall be credited
      for each Year of Credited Service.

      Notwithstanding the above election, and regardless of whether or when the
      same election shall become effective, the designation of a transitional
      rule at Section III.B.6 of the Adoption Agreement shall also apply, as
      follows:

      (A) if (a) is designated, then apply: Option 1 (formula with wear-away):

      Notwithstanding any other provision in the plan, each section 401(a)(17)
      employee's accrued benefit under this plan will be the greater of:

      (a) the employee's accrued benefit as of the last day of the last plan
      year beginning before January 1, 1994, frozen in accordance with Section
      1.401(a)(4)-13 of the regulations, or

      (b) the employee's accrued benefit determined with respect to the benefit
      formula applicable for the plan year beginning on or after January 1,
      1994, as applied to the employee's total years of service taken into
      account under the plan for purposes of benefit accruals.

      A section 401(a)(17) employee means an employee whose current accrued
      benefit as of a date on or after the first day of the first plan year
      beginning on or after January 1, 1994, is based on compensation for a year
      beginning prior to the first day of the first plan year beginning on or
      after January 1, 1994, that exceeded $ 150,000.

      (B) if (b) is designated, then apply: Option 2 (formula without wear-
      away):

      Notwithstanding any other provision in the plan, each section 401(a)(17)
      employee's accrued benefit under this plan will be the sum of:

      (a) the employee's accrued benefit as of the last day of the last plan
      year beginning before January 1, 1994, frozen in accordance with section
      1.401(a)(4)-13 of the regulations, and (b) the employees accrued benefit
      determined under the benefit formula applicable for the plan year
      beginning on or after January 1, 1994, as applied to the employee's years
      of service credited to the employee for plan years beginning on or after
      January 1, 1994, for the purposes of the benefit accruals.



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ARTICLE VI -- Calculation of Benefits                                   Page 30
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      A section 401(a)(17) employee means an employee whose current accrued
      benefit as of a date on or after the first day of the first plan year
      beginning on or after January 1, 1994, is based on compensation for a year
      beginning prior to the first day of the first plan year beginning on or
      after January 1, 1994, that exceeded $ 150,000.

      (C) if (c) is designated, then apply: Option 3 (formula with extended 
      wear-away):

      Unless otherwise provided under the plan, each section 401(a)(17)
      employee's accrued benefit under this plan will be the greater of the
      accrued benefit determined for the employee under 1 or 2 below:

      (1) the employee's accrued benefit determined with respect to the benefit
      formula applicable for the plan year beginning on or after January 1,
      1994, as applied to the employee's total years of service taken into
      account under the plan for purposes of benefit accruals, or

      (2) the sum of:

      (a) the employee's accrued benefit as of the last day of the last plan
      year beginning before January 1, 1994, frozen in accordance with 
      section 1.401(a)(4)-13 of the regulations, and

      (b) the employee's accrued benefit determined under the benefit formula
      applicable for the plan year beginning on or after January 1, 1994, as
      applied to the employee's years of service credited to the employee for
      the plan years beginning on or after January 1, 1994, for purposes of
      benefit accruals.

      A section 401(a)(17) employee means an employee whose current accrued
      benefit as of a date on or after the first day of the first plan year
      beginning on or after January 1, 1994, is based on compensation for a year
      beginning prior to the first day of the first plan year beginning on or
      after January 1, 1994, that exceeded $ 150,000.

6.5   Non-Duplication of Accrued Benefits

      In the event a former Participant again becomes a Participant, any
      benefits payable with respect to his subsequent employment shall be
      reduced if and as necessary to avoid duplication of any benefits payable
      or paid with respect to his prior employment.

      If a former Participant has received a distribution of vested Accrued
      Benefits which has not been repaid in accordance with Article X, his
      Normal Retirement date of the distribution) of the present value of the
      previously distributed vested Accrued Benefit as of the date of the
      Distribution.

6.6   Pre-Erisa Accruals

      For Plan Years beginning before Section 411 of the Internal Revenue Code
      is applicable hereto, the Participant's Accrued Benefit shall be the
      greater of that provided by the Plan, or one-half the benefit which would
      have been Accrued had the provisions of Section 6.3 been in effect. In the
      event the Accrued Benefit as of the Effective Date of Section 411 of the
      Code is less than that provided by Section 6.3, such difference shall be
      Accrued in accordance with Section 6.3.


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ARTICLE VI -- Calculation of Benefits                                   Page 31
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

6.7   Present Value of Accrued Benefits

      The present value of any benefit under the terms of this Plan will be the
      actuarial equivalent of the normal form of benefit. Actuarial equivalence
      shall be determined on the basis of the mortality rates specified in
      Section II.D.1 of the Adoption Agreement, and either the interest rate(s)
      specified in the Adoption Agreement or the Section 417 interest rates
      whichever produces the greater benefit.

      The above paragraph shall not apply to the extent it would cause the Plan
      to fail to satisfy the requirements of Article VII of the Plan.

      The Section 417 interest rates(s) are:

      a.  the applicable interest rate if the present value of the benefit
          (using such rate(s)) is not in excess of $25,000; or

      b.  120 percent of the applicable interest rate if the present value of
          the benefit exceeds $25,000 (as determined under Section a. above). In
          no event shall the present value determined under this section b. be
          less than $25,000.

      The applicable interest rate is the interest rate(s) which would be used
      by the Pension Benefit Guaranty Corporation for a trusteed single-employer
      plan to value a benefit upon termination of an insufficient trusteed
      single-employer plan.

      Such interest rate will be the rate(s) in effect as of:

      (1)  the beginning of the Plan Year during which the benefit is
           payable, or

      (2)  the actual date the benefit is payable

      depending on the option selected in Section IV.C.2 of the Adoption
      Agreement.

      The Section 417 interest rate limitations shall apply to distributions in
      Plan Years beginning after December 31, 1984. Notwithstanding the
      foregoing, the Section 417 interest rate limitations shall not apply to
      any distributions commencing in Plan Years beginning before January 1,
      1987, if such distributions were determined in accordance with the
      interest rate(s) as required by the regulations Section 1.417(e)-1T(e)
      (including the PBGC immediate interest rate).

      The Section 417 interest rate limitations shall not apply to annuity
      contracts distributed to or owned by a Participant prior to September 17,
      1985, unless additional contributions are made under the Plan by the
      Employer with respect to such contracts. In addition, the Section 417
      interest rate limitations shall not apply to annuity contracts owned by
      the Employer or distributed to or owned by a Participant prior to the
      first Plan Year after December 31, 1988, if the annuity contracts
      satisfied the requirements in Sections 1.401(a)-11T and 1.417(e)-1T of the
      regulations. The preceding sentence shall not apply if



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ARTICLE VI -- Calculation of Benefits                                   Page 32
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      additional contributions are made under the Plan by the Employer with
      respect to such contracts on or after the beginning of the first Plan Year
      beginning after December 31, 1988.

      Notwithstanding the above, if a benefit is distributed in a form other
      than a non-decreasing annuity payable for a period not less than the life
      of a Participant (or in the case of a qualified pre-retirement survivor
      Annuity, the life of the surviving Spouse), the interest rate used in
      determining actuarial equivalence of the portion of the excess benefit
      percentage that exceeds the base benefit percentage (in an excess plan) or
      the offset (in an offset plan), shall be the Section 417 interest rate(s).

6.8   Permitted Disparity

      The provisions of Section III.B.6. shall apply with respect to plan years,
      and benefits attributable to plan years, beginning after December 31,
      1988.

      The retirement benefit shall be determined in accordance with the formula
      elected by the Employer in Section III.B.2. of the Adoption Agreement.

6.9   Adjustment to Benefits Frozen as of Fresh Start Date.

      If this plan satisfies the requirements of section 1.401(a)(4)-13(d) of
      the regulations for a fresh-start as of the last day of the last plan year
      beginning before January 1, 1994, then, notwithstanding any other
      provisions of the plan, any section 401(a)(17) employee's accrued benefit,
      frozen in accordance with section 1.401(a)(4)- 13 of the regulations as of
      the fresh-start date, is adjusted to reflect increases in the employee's
      compensation after the fresh-start date. However, this adjustment may be
      made only if the adjustment will not cause the plan to fail to satisfy the
      consistency requirement of section 1.401(a)(4)-13(c), as modified by
      section 1.401(a)(17)-1(a) of the proposed regulations. In determining a
      section 401(a)(17) employee's accrued benefit in any plan year beginning
      on or after January 1, 1994, the portion of employee's frozen accrued
      benefit attributable to plan years beginning before January 1, 1994, will
      be determined in accordance with Method A for statutory Section 401(a)(17)
      employees and Method B for employees other than statutory section
      401(a)(17) employees. A statutory section 401(a)(17) employee means an
      employee whose accrued benefit as of a date on or after January 1, 1994,
      is based on compensation for a year beginning prior to January 1, 1989,
      that exceeded $200,000. A Section 401(a)(17) employee means an employee
      whose current accrued benefit as of date on or after January 1, 1994, is
      base on compensation for a year beginning prior to January 1, 1994, that
      exceeded $150,000.

      Method A (statutory section 401(a)(17) employees):
 
      Step 1: Determine each statutory section 401(a)(17) employee's accrued
      benefit as of the last day of the last plan year beginning before January
      1, 1989, frozen in accordance with section 1.401(a)(4)-13 of the
      regulations.

      Step 2: Adjust the amount in Step 1 up through the last day of the last
      plan year beginning



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ARTICLE VI -- Calculation of Benefits                                   Page 33
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      before the first plan year beginning on or after January 1, 1994, under
      the method provided under the plan for increasing the amount in step 1 to
      take into account increases in compensation in plan years beginning on or
      after January 1, 1989. However, if the plan does not provide for such
      increases, the amount in step 2 shall be equal to the amount in step 1.

      Step 3: Determine the statutory section 401(a)(17) employee's accrued
      benefit as of the last day of the last plan year beginning before January
      1, 1994, frozen in accordance with section 1.401(a)(4)-13 of the
      regulations.

      Step 4: Subtract the amount determined in step 2 from the amount
      determined in step 3.

      Step 5: Adjust the amount in step 4 by multiplying it by the following
      fraction (not less than 1). The numerator of the fraction is the statutory
      section 401(a)(17) employee's average compensation determined for the
      current year as limited by section 401(a)(17), using the same definition
      and compensation formula in effect as of the last day of the last plan
      year beginning before January 1, 1994. The denominator of the fraction is
      the employee's average compensation for the last day of the last plan
      beginning before January 1, 1994, using the definition and compensation
      formula in effect as of the last day of the last plan year beginning
      before January 1, 1994.

      Step 6: Adjust the amount in step 1 by multiplying it by the following
      fraction (not less than 1). The numerator of the fraction is the statutory
      section 401(a)(17) employee's average compensation for the current year
      (as limited by section 401(a)(17)), using the same definition of
      compensation and compensation formula in effect as of the last day of the
      last plan year beginning before January 1, 1989. The denominator of the
      fraction is employee's average compensation for the last day of the last
      plan year beginning before January 1, 1989, using the definition and
      compensation formula in effect as of the last day of the last plan year
      beginning before January 1, 1989.

      Step 7: Add the amounts determined in step 5, and the greater of step 6 
      or 2.

      2. Method B (section 401(a)(17) employees other than statutory Section
      401(a)(17) employees):

      Step 1: Determine the accrued benefit of each section 401(a)(17) employee
      other than statutory section 401(a)(17) employees as of the last day of
      the plan year beginning before January 1, 1994, frozen in accordance with
      section 1.401(a)(4)-13 of the regulations.

      Step 2: Adjust the amount in step 1 by multiplying it by the following
      fraction (not less than 1). The numerator of the fraction is the average
      compensation of the section 401(a)(17) employee who is not a statutory
      section 401(a)(17) employee determined for the current year as limited by
      section 401(a)(17), using the same definition and compensation formula in
      effect as of the last day of the last plan year beginning before January
      1, 1994. The denominator of the fraction is the employee's average
      compensation for the last day of the last plan year beginning before
      January 1, 1994, using the definition and compensation formula in effect
      as of the last day of the last plan year beginning before January 1, 1994.



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ARTICLE VI -- Calculation of Benefits                                   Page 34
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                   ARTICLE VII - LIMITATION ON BENEFITS

7.1   Maximum Benefit Limitations

      This Article, except for Section 7.1(c), applies regardless of whether any
      Participant is or has ever been a Participant in another qualified plan
      maintained by the Employer. If any Participant is or has ever been a
      Participant in another qualified plan maintained by the Employer, or a
      welfare benefit fund, as defined in Section 419(e) of the Code, maintained
      by the Employer, or an individual medical account, as defined in Section
      415(l)(2) of the Code, which provides an Annual Addition as defined in
      Section 7.4(a), Section 7.2 is also applicable to that Participant's
      benefits.

      (a)  General Limitation

           The annual benefit otherwise payable to a Participant at any time
           will not exceed the maximum permissible amount. If the benefit the
           Participant would otherwise accrue in a Limitation Year would produce
           an annual benefit in excess of the maximum permissible amount, the
           rate of accrual will be reduced so that the annual benefit will equal
           the maximum permissible amount.

      (b)  Non-Deductible Employee Contributions

           If a Participant has made nondeductible employee contributions under
           the terms of this Plan, the amount of such contributions is treated
           as an Annual Addition to a qualified defined contribution plan, for
           purposes of Sections 7.1(a) and 7.2(b) of this article.

      (c)  Small Benefit Limitation

           The limitation in Section 7.1(a) is deemed satisfied if the annual
           benefit payable to a Participant is not more than $1,000 multiplied
           by the Participant's number of years of service or parts thereof (not
           to exceed 10) with the Employer, and the Employer has not at any time
           maintained a defined contribution plan, a welfare benefit plan as
           defined in Section 419(e) of the Code, or an individual medical
           account as defined in Section 415(l)(2) of the Code in which such
           Participant participated.

7.2   Participants Covered by Another Plan of the Employer

      This Section applies if any Participant is covered, or has ever been
      covered, by another plan maintained by the Employer, including a qualified
      plan, or a welfare benefit fund, as defined in Section 419(e) of the Code,
      or an individual medical account, as defined in Section 415(l)(2) of the
      Code, which provides an Annual Addition as described in Section 7.4.(a).

      (a)  Coverage Under Another Defined Benefit Plan

           If a Participant is, or has ever been, covered under more than one
           defined benefit plan maintained by the Employer, the sum of the
           Participant's annual benefits from all such plans may not exceed the
           maximum permissible amount.



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ARTICLE VII -- Limitation on Benefits                                   Page 35
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           The Employer will choose in Section III.D.1 of the Adoption Agreement
           the method by which the plans will meet this limitation.

      (b)  Coverage Under Another Plan

           If the Employer maintains, or at any time maintained, one or more
           qualified defined contribution plans covering any Participant in this
           Plan, a welfare benefit fund, as defined in Section 419(e) of the
           Code, or an individual medical account as defined in Section
           415(l)(2) of the Code, the sum of the Participant's defined
           contribution fraction and defined benefit fraction will not exceed
           1.0 in any limitation year, and the annual benefit otherwise payable
           to the Participant under this Plan will be limited in accordance with
           Section III.D.2 of the Adoption Agreement.

      (c)  Transitional Rule

           In the case of an individual who was a Participant in one or more
           defined benefit plans of the Employer as of the first day of the
           first limitation year beginning after December 31, 1986, the
           application of the limitations of this article shall not cause the
           maximum permissible amount for such individual under all such benefit
           plans to be less than the individual's current Accrued Benefit. The
           preceding sentence applies only if such defined benefit plans met the
           requirements of Section 415 of the Code, for all limitations years
           beginning before January 1, 1987.

7.3   Reserved

7.4   Definitions

      (a)  Annual additions

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

           (i)   Employer contributions;

           (ii)  employee contributions,

           (iii) forfeitures, and

           (iv)  Amounts allocated to an individual medical account, as defined
                 in Section 415(l)(2) of the Code, which is part of a pension or
                 annuity plan maintained by the Employer are treated as Annual
                 Additions to a defined contribution plan. Also, amounts derived
                 from contributions paid or accrued after December 31, 1985, in
                 taxable years ending after such date, which are attributable to
                 post-retirement medical benefits allocated to the separate
                 account of a Key Employee, as defined in Section 419A(d)(3) of
                 the Code, under a welfare benefit fund, as defined in Section
                 419(e) of the Code, maintained by the Employer, are treated as
                 Annual Additions to a defined contribution plan.



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ARTICLE VI -- Limitation on Benefits                                    Page 36
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      (b)  Annual Benefit

           A retirement benefit under the Plan which is payable annually in the
           form of a straight life annuity. Except as provided below, a benefit
           payable in a form other than a straight life annuity must be adjusted
           to an actuarially equivalent straight life annuity before applying
           the limitations of this article. The interest rate assumption used to
           determine actuarial equivalence will be the greater of the interest
           rate specified in Section II.C.1 of the Adoption Agreement or 5
           percent. The annual benefit does not include any benefits
           attributable to Employee contributions or rollover contributions, or
           the assets transferred from a qualified plan that was not maintained
           by the Employer. No actuarial adjustment to the benefit is required
           for:

           (i)   the value of a Qualified Joint and Survivor Annuity,

           (ii)  the value of benefits that are not directly related to
                 retirement benefits (such as the qualified disability benefit,
                 pre-retirement death benefits, and post-retirement medical
                 benefits), and

           (iii) the value of post-retirement cost-of-living increases made in
                 accordance with Section 415(d) of the Code and Section 1.415-
                 3(c)(2) (iii) of the Federal Income Tax Regulations.

      (c)  Compensation

           Unless otherwise elected by the Employer under the Adoption
           Agreement, Compensation is defined as wages within the meaning of
           section 3401(a) of the Code and all other payments of compensation to
           the employee by the employer (in the course of the employer's trade
           or business) for which the employer is required to furnish the
           employee a written statement under sections 6041(d), 6051(a)(3) and
           6052 of the Code, determined without regard to any rules under
           section 3401(a) that limit the remuneration included in wages based
           on the nature or location of the employment or the services
           performed. As elected by the Employer in the Adoption Agreement,
           compensa-tion shall mean all of a Participant's:

           (i)   Section 3121 Wages

                 Wages as defined in Section 3121(a), for purposes of
                 calculating social security taxes, but determined without
                 regard to the wage base limitation in Section 3121(a)(1), the
                 limitations on the exclusions from wages in Section
                 3121(a)(5)(C) and (D) for elective contributions and payments
                 by reason of salary reduction agreements, the special rules in
                 Section 3121(v), any rules that limit covered employment based
                 on the type or location of an employee's Employer, and any
                 rules that limit the remuneration included in wages based on
                 familial relationship or based on the nature or location of the
                 employment or the services performed (such as the exceptions to
                 the definition of employment in Section 3121(b)(1) through
                 (20)).

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ARTICLE VII -- Limitation on Benefits                                   Page 37
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      (ii) Section 3401(a) Wages

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

     (iii) 415 Safe-harbor Compensation

           Wages, salaries, and fees for professional services and other amounts
           received (without regard to whether or not an amount is paid in cash)
           for personal services actually rendered in the course of employment
           with the Employer maintaining the Plan to the extent that the amounts
           are includable in gross income (including, but not limited to,
           commissions paid salesmen, compensation for services on the basis of
           a percentage of profits, commissions on insurance premiums, tips
           bonuses, fringe benefits, reimbursements, and expense allowances),
           and excluding the following:

           i.    Employer contributions to a plan of deferred compensation
                 which are not includable in the employee's gross income for the
                 taxable year in which contributed, or Employer contributions
                 under a simplified employee pension plan to the extent such
                 contributions are deductible by the Employee, or any
                 distributions from a plan of deferred compensation;

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

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

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

           For any Self-Employed individual Compensation will mean earned
           income.

           For Limitation Years beginning after December 31, 1991, for purposes
           of applying the limitations of this article, Compensation for a
           Limitation Year is the Compensation actually paid or includable in
           gross income during such Limitation Year.


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ARTICLE VII -- Limitation on Benefits                                   Page  38
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      (d)  Current Accrued Benefit

           A Participant's Current Accrued Benefit is the Accrued Benefit under
           the Plan, determined as if the Participant had separated from service
           as of the close of the last Limitation Year beginning before 
           January 1, 1987, when expressed as an annual benefit within the
           meaning of 415(b)(2) of the Code. In determining the amount of a
           Participant's current Accrued Benefit, the following shall be
           disregarded:

           (i)   any change in the terms and conditions of the plan after May 5,
                 1986; and

           (ii)  any cost of living adjustments occurring after May 5, 1986.

      (e)  Defined Benefit Dollar Limitation: $90,000.

           The Defined Benefit Dollar Limitation shall be Ninety Thousand
           ($90,000) Dollars. Effective on January 1, 1988, and each January
           thereafter, the Ninety Thousand ($90,000) limitation will be
           automatically adjusted by multiplying such limit by the cost of
           living adjustment factor prescribed by the Secretary of the Treasury
           under Section 415(d) of the Code in such manner as the Secretary
           shall prescribe. The new limitation will apply to Limitation Years
           ending within the calendar year of the date of the adjustment.

      (f)  Defined Benefit Fraction

           A fraction, the numerator of which is the sum of the Participant's
           projected annual benefits under all the defined benefit plans
           (whether or not terminated) maintained by the Employer, and the
           denominator of which is the lesser of 125 percent of the Dollar
           Limitation determined for the limitation year under Sections 415(b)
           and (d) of the Code and in accordance with Section 7.4.(k) below or
           140 percent of the Highest Average Compensation, including any
           adjustments under Section 415(b) of the Code.

           Notwithstanding the above, if the Participant was a Participant as of
           the first day of the first Limitation Year beginning after December
           31, 1986, in one or more defined benefit plans maintained by the
           Employer which were in existence on May 6, 1986, the denominator of
           this fraction will not be less than 125 percent of the sum of the
           annual benefits under such plans which the Participant had accrued as
           of the close of the last Limitation Year beginning before January 1,
           1987, disregarding any changes in the terms and conditions of the
           plans after May 5, 1986. The preceding sentence applies only if the
           defined benefit plans individually and in the aggregate satisfied the
           requirements of Section 415 for all Limitation Years beginning before
           January 1, 1987.

      (g)  Defined Contribution Fraction

           A fraction, the numerator of which is the sum of the Annual Additions
           to the Participant's account under all the defined contribution plans
           (whether or

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ARTICLE VII -- Limitation on Benefits                        Page  39
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           not terminated) maintained by the Employer for the current and all
           prior Limitation years, (including the Annual Additions attributable
           to the Participant's nondeductible employee contributions to this and
           all other defined benefit plans (whether or not terminated)
           maintained by the Employer, and the Annual Additions attributable to
           all welfare benefit funds, as defined in Section 419(e) of the Code
           or individual medical accounts, as defined in Section 415(l)(2) of
           the Code, maintained by the Employer), and the denominator of which
           is the sum of the maximum aggregate amounts for the current and all
           prior limitation Years of Service with the Employer (regardless of
           whether a defined contribution plan was maintained by the Employer.
           The maximum aggregate amount in any Limitation Year is the lesser of
           125 percent of the dollar limitation determined under Sections 415(b)
           and (d) of the Code in effect under Section 415(c)(1)(A) of the Code
           or 35 percent of the Participant's compensation for such year.

           If the employee was a Participant as of the first day of the first
           Limitation Year beginning after December 31, 1986, in one or more
           defined contribution plans maintained by the Employer which was in
           existence on May 6, 1986, the numerator of this fraction will be
           adjusted if the sum of this fraction and the defined benefit fraction
           would otherwise exceed 1.0 under the terms of this Plan. Under the
           adjustment, an amount equal to the product of (1) the excess of the
           sum of the fractions over 1.0 times (2) the denominator of this
           fraction, will be permanently subtracted from the numerator of this
           fraction. The adjustment is calculated using the fractions as they
           would be computed as of the end of the last Limitation Year beginning
           before January 1, 1987, and disregarding any changes in the terms and
           conditions of the plans made after May 5, 1986, but using the Section
           415 limitation applicable to the first Limitation Year beginning on
           or after January 1, 1987. In addition to the foregoing, the numerator
           of the Defined Contribution fraction shall be adjusted pursuant to
           Section 1.415-7(d)(1) of the federal Income Tax Regulations and
           questions T-6 and T-7 of IRS Notice 83-10. 

           The Annual Addition for any Limitation Year beginning before January
           1, 1987, shall not be recomputed to treat all employee contributions
           as Annual Additions.

      (h)  Employer

           For purposes of this article, Employer shall mean the Affiliated
           Employer that adopts this Plan, and all members of a controlled group
           of corporations (as defined in Section 414(b) of the Code, as
           modified by Section 415(h)), all commonly controlled trades or
           businesses (as defined in Section 414(c) as modified by Section
           415(h)), or affiliated service groups (as defined in Section 414(m))
           of which the adopting Employer is a part, and any other entity
           required to be aggregated with the Employer pursuant to Section
           414(o) of the Code.

      (i)  Highest Average Compensation

           The average compensation for the three consecutive years of service
           with the Employer that produces the highest average. A year of
           service with the

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ARTICLE VII -- Limitation on Benefits                        Page  40
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           Employer is the 12-consecutive month period defined in Section
           II.A.2.b. of the Adoption Agreement.

      (j)  Limitation Year

           Limitation year means a calendar year, or the 12-consecutive month
           period elected by the Employer in Section II.B.1 of the Adoption
           Agreement. All qualified plans maintained by the Employer must use
           the same Limitation Year. If the Limitation Year is amended to a
           different 12-consecutive month period, the new Limitation Year must
           begin on a date within the Limitation Year on which the amendment is
           made.

      (k)  Maximum Permissible Amount

           (i)   The lesser of the Defined Benefit Dollar Limitation or 100
                 percent of the Participant's highest average compensation.

           (ii)  If the Participant has less than 10 years of participation with
                 the Employer, the Defined Benefit Dollar Limitation is reduced
                 by one-tenth for each year of participation (or part thereof)
                 less than ten. To the extent provided in regulations or in
                 other guidance issued by the Internal Revenue Service, the
                 preceding sentence shall be applied separately with respect to
                 each change in the benefit structure of the Plan. The preceding
                 sentence shall not apply upon termination of the Plan if excess
                 assets are allocated on a non-discriminatory basis. If the
                 participant has less than ten years of service with the
                 Employer, the Compensation limitation is reduced by one-tenth
                 for each year of service (or part thereof) less than ten. For
                 purposes of Section 415(e), the adjustments of this section
                 shall be applied in the denominator of the Defined Benefit
                 Fraction based upon Years of Service. Years of Service shall
                 include future years occurring before the Participant's Normal
                 Retirement Age. Such future years shall include the year which
                 contains the date the Participant reaches Normal Retirement
                 Age, only if it can be reasonably anticipated that the
                 Participant will receive a Year of Service for such year.

           (iii) If the Annual Benefit of the Participant commences before the
                 Participant's Social Security Retirement Age, but on or after
                 age 62, the defined benefit dollar limitation as reduced above,
                 if necessary, shall be determined as follows:

                 A.  If a Participant's Social Security Retirement Age is 65,
                     the dollar limitation for benefits commencing on or after
                     age 62 is determined by reducing the defined benefit dollar
                     limitation by 5/9 of one percent for each month by which
                     benefits commence before the month in which the Participant
                     attains age 65.

                 B.  If a Participant's Social Security Retirement Age is
                     greater than 65, the dollar limitation for benefits
                     commencing on or after age 62 is determined by reducing the
                     defined benefit dollar limitation by 5/9 of one percent for
                     each of the first 36 months and 5/12 of

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ARTICLE VII -- Limitation on Benefits                        Page  41
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                     one percent for each of the additional months (up to 24
                     months) by which benefit commence before the month of the
                     Participant's Social Security Retirement Age.

           (iv)  If the Annual Benefit of a Participant commences prior to age
                 62, the Defined Benefit Dollar Limitation shall be the
                 actuarial equivalent of an annual benefit beginning at age 62,
                 as determined above, reduced for each month by which benefits
                 commence before the month in which the Participant attains age
                 62. To determine actuarial equivalence, the interest rate
                 assumption is the greater of the rate specified in Section
                 II.D.1. of the Plan or 5 percent. Any decrease in the Defined
                 Benefit Dollar Limitation determined in accordance with this
                 provision shall not reflect the mortality decrement to the
                 extent that benefits will not be forfeited upon the death of
                 the Participant.

           (v)   If the annual benefit of a Participant commences after the
                 Participant's Social Security Retirement Age, the defined
                 benefit dollar limitation as reduced in (ii) above, if
                 necessary, shall be adjusted so that it is the actuarial
                 equivalent of an annual benefit of such dollar limitation
                 beginning at the Participant's Social Security Retirement Age.
                 To determine actuarial equivalence, the interest rate
                 assumption used is the lesser of the rate specified in Section
                 II.D.1. of the Plan or 5 percent.

      (l)  Projected Annual Benefit

           The annual benefit as defined in Section 7.4(b) of this article, to
           which the Participant would be entitled under the terms of the Plan
           assuming:

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

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

      (m)  Year of Participation

           The Participant shall be credited with a year of participation
           (computed to fractional parts of a year) for each accrual computation
           period for which the following conditions are met:

           (i)   the Participant is credited with at least the number of Hours
                 of Service (or period of service if the Elapsed Time method is
                 used) for benefit accrual purposes, required under the terms of
                 the Plan in order to accrue a benefit for the accrual
                 computation period, and

           (ii)  the Participant is included as a Participant under the
                 eligibility provisions of the Plan for at least one day of the
                 accrual computation period.

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ARTICLE VII -- Limitation on Benefits                        Page  42
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------
 
           If these two conditions are met, the portion of a year of
           participation credited to the Participant shall equal the amount of
           benefit accrual service credited to the Participant for such accrual
           computation period. A Participant who is permanently and totally
           disabled within the meaning of Section 415(c)(3)(C)(i) of the Code
           for an accrual computation period shall receive a year of
           participation or (part thereof) for an accrual computation period.
           The plan must be established no later that the last day of such
           accrual computation period. In no event will more than one year of
           participation be credited for any 12-month period.

7.5   Super Top-Heavy Plan

      In any Plan Year in which the Top-Heavy Ratio is in excess of ninety (90%)
      percent (which means that the Plan is a Super-Top Heavy Plan), or in any
      Plan Year in which the Plan is Top Heavy and does not provide a minimum
      benefit of at least 3% for each Year of Service as a Participant in a Top-
      Heavy Plan Year (maximum 30%), which means that the Plan is a Super Top-
      Heavy Plan, the denominators of the Defined Benefit Fraction as defined
      in Section 7.4(f) of the Plan and the Defined Contribution Fraction as
      defined in Section 7.4 (g) of the Plan shall be computed using one hundred
      (100%) percent of the dollar-limitation instead of one hundred twenty-five
      (125%) percent.


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ARTICLE VII -- Limitation on Benefits                        Page  43
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                    ARTICLE VIII - ENTITLEMENT TO BENEFITS

8.1   Normal Retirement Benefit

      A Participant shall be fully vested in his Accrued Benefit as of his
      Normal Retirement Age.

8.2   Early retirement Benefits

      If the Plan provides for an early retirement benefit as elected in Section
      II.C.2. of the Adoption Agreement, a Participant may elect to retire on
      any date on or after the first date which qualifies as an Early Retirement
      Date. In the event a Participant makes such an election, he shall be
      entitled to receive the early retirement benefit equal to the amount
      selected in Section III.C.1. of the Adoption Agreement.

8.3   Late Retirement Benefits

      In the event a Participant, with the consent of the Employer (which
      consent shall be reviewed annually and granted in a non-discriminatory
      manner), or as required by law, continues employment beyond his Normal
      Retirement Date, his retirement benefit shall be equal to the amount
      specified in Section III.C.2. of the Adoption Agreement.

8.4   Disability Retirement Benefits

      If the Plan provides for a disability benefit as elected in 
      Section II.C.3. of the Adoption Agreement, a Participant who becomes
      totally disabled as defined in Section 2.75 of the Plan prior to
      retirement and separation of service shall be entitled to receive the
      benefit specified in the Adoption Agreement. 

      The Plan Administrator shall have the sole authority to determine a
      Participant's eligibility for a Total Disability and, in its discretion,
      may require submission of appropriate medical evidence by the Participant
      as may be necessary to make said determination.

8.5   Death Benefits

      (a)  Pre-Retirement Death Benefit

           Upon the death of a Participant employed by the Employer on the date
           of his death which is prior to Normal Retirement Date, his Spouse
           shall be entitled to receive a death benefit as elected by the
           Employer in Section III.C.4. of the Adoption Agreement.

           If an insured death benefit option is provided as elected in 
           Section III.C.4.c. of the Adoption Agreement, life insurance
           contracts will be purchased for each Participant based on the
           elections made in Section III.G. of the Adoption Agreement.

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ARTICLE VIII -- Entitlement to Benefits                      Page  44
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           If a Participant, who is entitled to insurance coverage, dies before
           the insurance is issued and effective, his death benefit from such
           insurance coverage shall be limited to the premium which was or
           should have been used to purchase the insurance contract.

      (b)  Post-Retirement Death Benefit

           Upon the death of a former Participant who has retired under the
           terms of the Plan there shall be no death benefit payable to his
           Beneficiary except for the balance of payments yet to be made in
           accordance with previously selected method of payment by the
           Participant prior to his death.

           In the event of the death of a Participant who was eligible to retire
           on his Normal Retirement Date, but who had not yet retired under the
           provisions of the Plan or has not yet made a valid election regarding
           his retirement benefits, the death benefit shall be payable in the
           form of a Qualified Joint and Survivor Annuity unless the Participant
           had validly elected, pursuant to the provisions of Article X hereof,
           to have his pension payable in another form. In such event, the death
           benefit shall be payable in accordance with the Participant's
           election.

      (c)  Death Benefits of Terminated Participants

           There shall be no death benefit payable on account of the death of a
           terminated Participant. The Plan Administrator, however, may cause
           said Participant's termination benefit (determined in accordance with
           Section 8.6 hereof) to be payable to his Beneficiary as soon as
           practicable after his death.

      (d)  Beneficiary Designations

           Subject to the provisions hereof, each Participant shall have the
           right to designate one or more direct and/or contingent
           Beneficiaries. Said designation shall not be effective unless it is
           made on a form provided by the Plan Administrator, duly executed by
           the Participant and received by the Plan Administrator. A Participant
           may change his beneficiary from time to time by executing an amended
           beneficiary designation.

      (e)  Qualified Pre-Retirement Survivor Annuity

           Death benefits which become payable under the Plan shall be paid as
           follows: a married Participant's Vested Accrued Benefit, shall be
           paid the Participant's surviving Spouse in the form of a Qualified
           Pre-Retirement Survivor Annuity as more particularly set forth in
           Section 10.5 hereof, regardless of any contrary designation of
           Beneficiaries made by the Participant, provided however, that the
           Participant may designate a Beneficiary other than his Spouse or
           another form of payment if such designation complies with the
           requirements of Section 417(a)(2)(A) of the Code and Article X
           Section 10.5 hereof.

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ARTICLE VIII -- Entitlement to Benefits                      Page  45
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      (f)  Failure of Beneficiary Designation

           In the event that a Participant fails to deliver a properly executed
           beneficiary designation to the Plan Administrator or in the event
           that all the designated Beneficiaries predecease the Participant, the
           Plan Administrator shall direct the Trustees to pay any benefit due
           according to the following priorities:

      (i)  Surviving Spouse;

      (ii) Lineal Descendants, per stirpes;

      (iii) Surviving parents;

      (iv)  Participant's estate.

            Each priority class shall share equally among other members of the
            class but to the exclusion of the members of the subsequent class.

8.6   Benefits Payable Upon Termination

      (a)  A Participant who voluntarily or involuntarily terminates his
           employment with all Affiliated Employers for any reason other than
           his Normal or Early Retirement, or by reason of death or disability
           in accordance with the terms of the Plan, shall be entitled to
           receive a percentage of his Accrued Benefit determined as of the date
           of his termination of employment with the Affiliated Employer in
           accordance with the schedule selected in Section III.E. of the
           Adoption Agreement.

      (b)  Determination of Years of Service for Vesting Purposes

           For vesting purposes, the term Years of Service shall include all
           periods of employment with the Affiliated Employer except for the
           periods specifically excluded in Section III.E.3. of the Adoption
           Agreement but shall include such predecessor service specified in
           II.B.6. of the Adoption Agreement.

      (c)  Forfeiture of Non-Vested Benefits

           After a Participant terminates service and receives a distribution of
           his vested Accrued Benefit, he shall forfeit the non-vested portion
           of his Accrued Benefit. Where a Participant who is zero percent
           vested in his Accrued Benefit terminates service, a distribution of
           his vested Accrued Benefit shall be deemed as of his date of
           termination and he shall forfeit the non-vested portions of his
           Accrued Benefit. Notwithstanding the foregoing, a non-vested
           Participant who incurs less than five (5) consecutive one-year breaks
           in service and who subsequently returns to the employ of an
           Affiliated Employer shall be recredited with any amount forfeited in
           accordance with Article X, Section 10.9.

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ARTICLE VIII -- Entitlement to Benefits                      Page  46
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      (d)  Accelerated Vesting for Top Heavy Plans

           In the event the Plan is a Top Heavy Plan during a Plan Year, a
           Participant's non-forfeitable interest shall be no less favorable
           than the Top Heavy vesting schedule selected in Section III.E.2. of
           the Adoption Agreement.

      (e)  Amendment of Vesting Schedule

           Except as may be specifically permitted under law, no amendment of
           the vesting schedule shall cause a Participant to be deprived of any
           current portion of his Accrued Benefit.

           If the vesting schedule of this Plan is directly or indirectly
           amended by any subsequent amendment, the Plan Administrator shall
           give each Participant who has completed five (5) Years of Service (or
           three (3) Years of Service for Participants who have completed one
           (1) or more Hours of Service in a Plan Year beginning after December
           31, 1988) an opportunity to have his vested percentage determined
           without regard to said amendment. Said election shall be in writing
           and shall be irrevocable. The period during which the election may be
           made shall commence with the date the amendment is adopted or deemed
           to be made and shall end on the latest of:

           (i)   60 days after the amendment is adopted;

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

           (iii) 60 days after the Participant is issued written notice of the
                 Amendment by the Employer or Plan Administrator.

           If the vesting schedule under the Plan shifts in or out of the Top-
           Heavy vesting schedule for any Plan Year because of the Plan's top
           heavy status, such shift shall be considered an amendment within the
           meaning of this Section.

8.7   Payment of Benefits

      Benefits will be paid only on death, disability, termination of
      employment, plan termination, attainment of Early Retirement or Normal
      Retirement Age, except to the extent required pursuant to a Qualified
      Domestic Relations Order permitted under the provisions of Internal
      Revenue Code Section 414(p).

8.8   Reinstatement of Benefit

      If a benefit is forfeited because the Participant or beneficiary cannot be
      found, such benefit will be reinstated if a claim is made by the
      Participant or beneficiary.

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ARTICLE VIII -- Entitlement to Benefits                      Page  47
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

8.9   Vesting Break-In-Service--One Year Holdout

      In the case of any Participant who has incurred a 1-year Break-In-Service,
      Years of Service before such break will not be taken into account until
      the Participant has completed a Year of Service after such Break-In-
      Service.

8.10  Cash-outs and Plan Repayments

      If an Employee terminates service, and the present value of the Employee's
      vested Accrued Benefit derived from Employer and Employee contribution is
      not greater than $3,500, the Employee will receive a distribution of the
      present value of the entire vested portion of such Accrued Benefit and the
      nonvested portion will be treated as a forfeiture. For purposes of this
      section, if the present value of an Employee's vested Accrued Benefit is
      zero, the Employee shall be deemed to have received a distribution of such
      vested Accrued Benefit.

      If an Employee terminates service, and the present value of the Employee's
      vested Accrued Benefit derived from Employer and Employee contributions
      exceeds $3,500, the Employee may elect, in accordance with Section 10.3 of
      the plan, to receive a distribution of the present value of the entire
      vested portion of such Accrued Benefit and the nonvested portion will be
      treated as a forfeiture.

      A participant's vested Accrued Benefit shall not include accumulated
      deductible Employee contributions within the meaning of Section
      72(o)(5)(B) of the Code for plan years beginning prior to January 1, 1989.

      For the purpose of the foregoing provisions, present value shall be
      calculated using the interest rate specified in Section 6.7 of the Plan.

      If an Employee receives a distribution pursuant to this section and the
      Employee resumes covered employment under the Plan, he or she shall have
      the right to restore his or her Employer-derived Accrued Benefit
      (including all optional forms of benefits and subsidies relating to such
      benefits) to the extent forfeited upon the repayment to the Plan of the
      full amount of the distribution plus interest, compounded annually from
      the date of distribution at the rate determined for purposes of Section
      411(c)(2)(C) of the Code. Such repayment must be made before the earlier
      of five years after the first date on which the Participant is
      subsequently reemployed by the Employer, or the date the Participant
      incurs 5 consecutive 1-year Breaks-in-Service following the date of
      distribution.

      If an Employee is deemed to receive a distribution pursuant to this
      section, and the Employee resumes employment covered under this plan
      before the date the Participant incurs 5 consecutive 1-year Breaks-in-
      Service, upon the reemployment of such Employee, the Employer-derived
      Accrued Benefit will be restored to the amount of such Accrued Benefit on
      the date of such deemed distribution.

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ARTICLE VIII -- Entitlement to Benefits                      Page  48
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                       ARTICLE IX - TOP-HEAVY PROVISIONS

9.1   Generally

      If the Plan is or becomes top-heavy in any Plan Year beginning after
      December 31, 1983, the provisions of this Article will supersede any
      conflicting provisions in the Plan or Adoption Agreement.

9.2   Top-Heavy Definitions

      a.   Key Employee

           shall mean any Employee or former Employee (and the beneficiaries of
           such Employee) who at any time during the Determination period was:

           i.    an officer of the Employer or any Affiliated Employer if such
                 individual's annual Compensation exceeds 50 percent of the
                 dollar limitation under Section 415(b)(1)(A) of the Code,

           ii.   an owner (or considered an owner under Section 318 of the Code)
                 of one of the ten largest interests in the Employer or
                 Affiliated Employer if such individual's Compensation exceeds
                 100 percent of dollar limitation, under Section 415(c)(1)(A) of
                 the Code, or

           iii.  a five (5) percent owner of the Employer or Affiliated
                 Employer, or

           iv.   a one (1) percent owner of the Employer or Affiliated Employer
                 who has an annual compensation of more than $150,000.

           The determination period is the Plan Year containing the
           Determination Date and the four (4) preceding Plan Years. The
           determination of who is a Key Employee will be made in accordance
           with Section 416(i)(1) of the Code and the regulations thereunder.

           Annual Compensation means Compensation as defined in Section
           415(c)(3) of the Code, but including amounts contributed by the
           Employer pursuant to a salary reduction agreement which are
           excludable from the Employee's gross income under Section 125,
           Section 402(a)(8), Section 402(h) or Section 403(b) of the Code. The
           determination period is the Plan Year containing the determination
           date and the 4 preceding Plan Years. The determination of who is a
           Key Employee will be made in accordance with Section 416(i)(1) of the
           Code and the regulations thereunder.

      b.   Top-heavy Plan

           For any Plan Year beginning after December 31, 1983, this Plan is 
           Top-heavy if any of the following conditions exists:

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ARTICLE IX -- Top-Heavy Provisions                           Page  49
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           i.    If the top-heavy ratio for this plan exceeds 60 percent and
                 this Plan is not part of any required aggregation group or
                 permissive aggregation group of plans.

           ii.   If this Plan is a part of a required aggregation group of plans
                 but not part of a permissive aggregation group and the top-
                 heavy ratio for the group of plans exceeds 60 percent.

           iii.  If this Plan is a part of a required aggregation group and part
                 of a permissive aggregation group of plans and the top-heavy
                 ratio for the permissive aggregation group exceeds 60 percent.

      c.   Top-Heavy Ratio

           i.    If the Employer maintains one or more defined benefit plans and
                 the Employer has not maintained any defined contribution plan
                 (including any Simplified Employee Pension Plan) which during
                 the five (5) year period ending on the Determination Date(s)
                 has or has had Account Balances, the top-heavy ratio for this
                 Plan alone or for the required or permissive aggregation group
                 as appropriate is a fraction, the numerator of which is the sum
                 of the present value of Accrued Benefits of all Key Employees
                 as of the Determination Date(s), and the denominator of which
                 is the sum of the present value of Accrued Benefits (including
                 any part of any Accrued Benefits distributed in the five (5)
                 year period ending on the Determination Date(s)), determined in
                 accordance with Section 416 of the Code and the regulations
                 thereunder.

           ii.   If the Employer maintains one or more defined benefit plans and
                 the Employer maintains or has maintained one or more defined
                 contribution plans (including any Simplified Employee Pension
                 Plan) which during the five-year period ending on the
                 Determination date(s) has or has had any Account Balances, the
                 top-heavy ratio for any required or permissive aggregation
                 group as appropriate is a fraction, the numerator of which is
                 the sum of the present value of Accrued Benefits under the
                 aggregated defined benefit plan or plans for all Key Employees,
                 determined in accordance with i. above, and the sum of Account
                 Balances under the aggregated defined contribution plan or
                 plans for all key Employees as of the Determination Date(s),
                 and the denominator of which is the sum of the present value of
                 Accrued Benefits under the defined benefit plan or plans for
                 all Participants, determined in accordance with i. above, and
                 the Account Balances under the aggregated defined contribution
                 plan or plans for all Participants as of the Determination
                 Date(s), all determined in accordance with Section 416 of the
                 Code and the regulations thereunder. The Account Balances under
                 a defined contribution in both the numerator and denominator of
                 the top-heavy ratio are increased for any distribution of an
                 Account Balance made in the five-year period ending on the
                 Determination Date.

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ARTICLE IX -- Top-Heavy Provisions                           Page  50
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           iii.  For purposes of i. and ii. above, the value of Account Balances
                 and the present value of Accrued Benefits will be determined as
                 of the most recent Valuation Date that falls within or ends
                 with the 12-month period ending on the Determination Date,
                 except as provided in Section 416 of the Code and the
                 regulations thereunder for the first and second Plan Years of a
                 defined benefit plan. The account balance and Accrued Benefits
                 of a Participant who is not a Key Employee but who was a key
                 employee in a prior year, or who has not been credited with at
                 least one Hour of Service with any Employer maintaining the
                 plan at any time during the five-year period ending on the
                 Determination Date will be disregarded. The calculation of the
                 Top-heavy Ratio, and the extent to which distributions,
                 rollovers, and transfers are taken into account will be made in
                 accordance with Section 416 of the Code and the regulations
                 thereunder. Deductible employee contributions will not be taken
                 into account for purposes of computing the Top-heavy Ratio.
                 When aggregating plans, the value of Account Balances and
                 Accrued Benefits will be calculated with reference to the
                 Determination Dates that fall within the same calendar year.

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

      d.   Permissive Aggregation Group

           shall mean the required aggregation group of plans plus any other
           plan or plans of the Employer which, when considered as a group with
           the required aggregation group, would continue to satisfy the
           requirements of Sections 401(a)(4) and 410 of the Code.

      e.   Required Aggregation Group

           shall mean:

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

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

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ARTICLE IX -- Top-Heavy Provisions                           Page  51
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      f.   Determination Date

           shall mean for any Plan Year subsequent to the first Plan Year, the
           last day of the preceding Plan Year and for the first Plan Year of
           the Plan, the last day of that year.

      g.   Valuation Date

           shall mean the date elected by the Employer in the Adoption Agreement
           as of which Account Balances or Accrued Benefits are valued for
           purposes of calculating the Top-Heavy Ratio.

      h.   Present Value

           Present value shall be based only on the interest and mortality rates
           specified in Adoption Agreement.

9.3   Minimum Accrued Benefit

      a.   Notwithstanding any other provision in this Plan except c. d., and e.
           below, for any Plan Year in which this Plan is Top-Heavy, the Accrued
           Benefit of each Participant who is not a Key Employee shall not be
           less than two (2) percent of average compensation for the five
           consecutive years for which the Participant had the highest
           compensation multiplied by the Participant's Years of Service as a
           non-Key Participant in the Plan while the Plan was Top Heavy, but no
           more than twenty (20) percent. This minimum benefit shall be provided
           solely by Employer contributions and shall be payable as a life
           annuity commencing at Normal Retirement Age.

           The aggregate compensation for the years during such five-year period
           in which the Participant was credited with a year of service will be
           divided by the number of such years in order to determine average
           annual compensation. The minimum accrual is determined without regard
           to any Social Security contribution. The minimum accrual applies even
           though under other plan provisions the Participant would not
           otherwise be entitled to receive an accrual, or would have received a
           lesser accrual for the year because

           (i)   the non-Key Employee fails to make mandatory contributions to
                 the Plan,

           (ii)  the non-Key Employee's compensation is less than a stated
                 amount,

           (iii) the non-Key Employee is not employed on the last day of the
                 accrual computation period, or

           (iv)  the Plan is integrated with Social Security.

      b.   For purposes of computing the minimum accrued benefit, compensation
           shall mean compensation as defined in the Adoption Agreement.

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ARTICLE IX -- Top-Heavy Provisions                           Page  52
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      c.   No additional benefit accruals shall be provided pursuant to a. above
           to the extent that the total accruals on behalf of the Participant
           attributable to employer contributions will provide a benefit
           expressed as a life annuity commencing at normal retirement age that
           equals or exceeds 20 percent of the Participant's highest average
           compensation for the five consecutive years for which the participant
           had the highest compensation.

      d.   The provision in a. above shall not apply to any Participant to the
           extent the Participant is covered under any other plan or plans of
           the Employer and the Employer has provided in the Adoption Agreement
           that the minimum allocation or benefit requirement applicable to top-
           heavy plans will be met in the other plan or plans.

      e.   All accruals of employer derived benefit, whether or not attributable
           to years for which the Plan is Top-heavy, may be used in computing
           whether the minimum accrual requirements of paragraph c. above are
           satisfied, and the minimum benefit shall be reduced in accordance
           with Section IV.F. of the Adoption Agreement if selected.

9.4   Benefit Form Other Than Life Annuity at Normal Retirement Age

      If the form of benefit is other than a single life annuity, the Employee
      must receive an amount that is the actuarial equivalent of the minimum
      single life annuity benefit. If the benefit commences at a date other that
      at Normal Retirement Age, the employee must receive at least an amount
      that is the actuarial equivalent of the minimum single life annuity
      benefit commencing at Normal Retirement Age.

9.5   Nonforfeitability of Minimum Accrued Benefit

      The minimum accrued benefit required (to the extent required to be
      nonforfeitable under Section 416(b)) may not be forfeited under Section
      411(a)(3)(B) or 411(a)(3)(D).

9.6   Minimum Vesting Schedules

      For any Plan Year in which this Plan is Top-heavy, one of the minimum
      vesting schedules as elected by the Employer in the Adoption Agreement
      will automatically apply to the Plan. The minimum vesting schedule applies
      to all benefits within the meaning of Section 411(a)(7) of the Code except
      those attributable to employee contributions, including benefits Accrued
      before the effective date of Section 416 and benefits accrued before the
      Plan becomes Top-heavy. Further, no decrease in a Participant's
      nonforfeitable percentage may occur in the event the Plan's status as Top-
      heavy changes for any Plan Year. However, this section does not apply to
      the Account Balances of any Employee who does not have an Hour of Service
      after the Plan has initially become Top-heavy and such Employee's Account
      Balance attributable to Employer contributions and forfeitures will be
      determined without regard to this section.

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ARTICLE IX -- Top-Heavy Provisions                           Page  53
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

             ARTICLE X - FORM AND MANNER OF BENEFIT DISTRIBUTIONS

10.1  Standard Form of Distribution

      The standard form of distribution shall be in the form of a Qualified
      Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity,
      which shall be paid in the Normal Form or Actuarial Equivalent of the
      Normal Form of benefit computed in accordance with Article VI of the Plan.

10.2  Optional Forms of Benefit Payments

      (a)  Generally

      Subject to the requirements of Section 10.5 and Section 10.6 hereof, a
      Participant or Beneficiary shall be permitted to receive benefits in an
      alternate form as selected in the Adoption Agreement, subject to any
      regulations set forth by the Plan Administrator.

      (b)  Options Permitted

      Subject to the requirements of Section 10.5 and 10.6, the following
      options shall be permitted if so designated in the Adoption Agreement:

           i.    periodic payments of substantially equal amounts for a period
                 which does not exceed the Participant's life expectancy;

           ii.   a lump sum payment which may include policies in lieu of cash;

           iii.  a Qualified Joint and Survivor Annuity;

           iv.   a monthly annuity for the Participant's life and/or the life of
                 his designated beneficiary;

           v.    a monthly annuity for the Participant's life, with a fixed
                 number of guaranteed payments;

           vi.   a monthly annuity for the Participant's life with a
                 survivorship pension to the Participant's Beneficiary;

           vii.  a combination of currently available forms of payment.

      (c)  Options Not Permitted

           The following payment options shall not be permitted by the Plan
           Administrator:

           i.    an option which permits a Participant or Beneficiary to receive
                 only interest earned on the lump sum value of his Accrued
                 Benefit ("interest only" option);

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ARTICLE X -- Form and Manner of Benefit Distributions        Page  54
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

            ii.  for calendar years beginning before January 1, 1989, where the
                 Participant's Spouse is not designated as beneficiary or
                 contingent annuitant, any option under which more than fifty
                 percent (50%) of the actuarial value (determined as of the date
                 benefits commence) is paid to a person other than the
                 Participant.

10.3  Statutory Restriction on Lump Sum Payments

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

           Notwithstanding the foregoing, only the participant need consent to
           the commencement of a distribution in the form of a Qualified Joint
           and Survivor Annuity while the Accrued Benefit is immediately
           distributable. Neither the consent of the Participant nor the
           Participant's Spouse shall be required to the extent that a
           distribution is required to satisfy Section 401(a)(9) or Section 415
           of the Code.

           Present value shall be determined in accordance with Section 6.7. of
           the Plan.

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

      (b)  For purposes of determining the applicability of the foregoing
           consent requirements to distributions made before the first day of
           the first Plan Year Beginning after December 31, 1988, the
           Participant's Vested Accrued Benefit shall not include amounts
           attributable to accumulated deductible Employee contributions within
           the meaning of Section 72(o)(5)(B) of the Code.

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ARTICLE X -- Form and Manner of Benefit Distributions        Page  55
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

10.4  Joint and Survivor Annuity Requirements

      (a)  Applicability

           The provisions of this section shall apply to any Participant who is
           credited with at least one Hour of Service with the Employer on or
           after August 23, 1984, and such other Participants as provided in
           Section (f).

      (b)  Qualified Joint and Survivor Annuity

           Unless an optional form of benefit is selected pursuant to a
           qualified election within the 90-day period ending on the Annuity
           Starting Date, a married Participant's vested Accrued Benefit will be
           paid in the form of a Qualified Joint and Survivor Annuity and an
           unmarried Participant's vested Accrued Benefit will be paid in the
           normal form of an immediate life annuity. The Participant may elect
           to have such annuity distributed upon attainment of the earliest
           retirement age under the Plan.

      (c)  Qualified Preretirement Survivor Annuity.

           i.    Unless an optional form of benefit has been selected within the
                 election period pursuant to a qualified election, if a
                 Participant dies after the Earliest Retirement Age the
                 Participant's surviving Spouse, if any, will receive the same
                 benefit that would be payable if the Participant had retired
                 with an immediate Qualified Joint and Survivor Annuity on the
                 day before the Participant's date of death.

                 The surviving Spouse may elect to commence payment under such
                 annuity within a reasonable period after the Participant's
                 death. The actuarial value of benefits which commence later
                 than the date on which payments would have been made to the
                 surviving Spouse under a Qualified Joint and Survivor Annuity
                 in accordance with this provision shall be adjusted to reflect
                 the delayed payment.

           ii.   Unless an optional form of benefit is selected within the
                 election period pursuant to a qualified election, if a
                 Participant dies on or before the Earliest Retirement Age, the
                 Participant's surviving Spouse, if any, will receive the same
                 benefit that would be payable if the Participant had:

                 (i)   separated from service on the date of death (or date of
                       separation from service, if earlier),

                 (ii)  survived to the Earliest Retirement Age,

                 (iii) retired with an immediate Qualified Joint and Survivor
                       Annuity at the Earliest Retirement Age, and

                 (iv)  died on the day after the Earliest Retirement Age.

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ARTICLE X -- Form and Manner of Benefit Distributions        Page  56
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           iii.  For purposes of Section 10.4(c)ii., and subject to the
                 provision of Section 10.3 of the plan, a surviving Spouse will
                 begin to receive payment at the Earliest Retirement Age.
                 Benefits commencing after the Earliest Retirement Age will be
                 the actuarial equivalent of the benefit to which the surviving
                 Spouse would have been entitled if benefits had commenced at
                 the Earliest Retirement Age under an immediate Qualified Joint
                 and Survivor Annuity in accordance with Section 10.4(c)ii.

           iv.   For the purposes of this section 10.4(c), the benefit payable
                 to the surviving Spouse shall be attributable to Employee
                 contribution is in the same proportion as the total Accrued
                 Benefit derived from Employee contributions is to the Accrued
                 Benefit of the Participant.

      (d)  Definitions

           i.    Election Period

                 The period which begins on the first day of the Plan Year in
                 which the Participant attains age 35 and ends on the date of
                 the Participant's death. If a Participant separates from
                 service prior to the first day of the Plan Year in which age 35
                 is attained, with respect to benefits accrued prior to
                 separation, the election period shall begin on the date of
                 separation.

                 Pre-age 35 waiver: A Participant who will not yet attain age 35
                 as of the end of any current Plan Year may make a special
                 qualified election to waive the Qualified Preretirement
                 Survivor Annuity for the period beginning on the date of such
                 election and ending on the first day of the Plan Year in which
                 the Participant will attain age 35. Such election will not be
                 valid unless the Participant receives a written explanation of
                 the Qualified Preretirement Survivor Annuity in such terms as
                 are comparable to the explanation required under Section
                 10.4(e)i. Qualified Preretirement Survivor Annuity coverage
                 will be automatically reinstated as of the first day of the
                 Plan Year in which the Participant attains age 35. Any new
                 waiver on or after such date shall be subject to the full
                 requirement of this section.

      ii.  Earliest Retirement Age

           The earliest date on which, under the Plan, the Participant could
           elect to receive retirement benefits.

      iii. Qualified election

           A waiver of a Qualified Joint and Survivor Annuity or a Qualified
           Preretirement Survivor Annuity shall not be effective unless:

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

--------------------------------------------------------------------------------
ARTICLE X -- Form and Manner of Benefit Distributions        Page  57
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

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

           (3)   the Spouse's consent is witnessed by a Plan representative or
                 notary public. Additionally, a Participant's waiver of the
                 Qualified Joint and Survivor Annuity will not be effective
                 unless the election designates a form of benefit payment which
                 may not be changed without spousal consent (or the Spouse
                 expressly permits designations by the participant without any
                 further spousal consent). If it is established to the
                 satisfaction of a plan representative that such written consent
                 may not be obtained because there is no Spouse or the Spouse
                 cannot be located, a waiver will be deemed a Qualified
                 Election.

           Any consent by a Spouse obtained under this provision (or
           establishment that the consent of a Spouse may not be obtained) shall
           be effective only with respect to such Spouse. A consent that permits
           designations by the Participant without any requirement of further
           consent by such Spouse must acknowledge that the Spouse has the right
           to limit consent to a specific form of benefit where applicable, and
           that the Spouse voluntarily elects to relinquish either or both of
           such rights. A revocation of a prior waiver may be made by a
           Participant without the consent of the Spouse at any time prior to
           the commencement of benefits. The number of revocations shall not be
           limited. No consent obtained under this provision shall be valid
           unless the participant has received notice as provided in Section
           10.4(e) below.

     iv.   Qualified Joint and Survivor Annuity

           An immediate annuity for the life of the Participant with a
           survivor annuity for the life of the Spouse which is not less
           than 50 percent and not more than 100 percent of the amount of
           the annuity which is payable during the joint lives of the
           Participant and the Spouse and which is the actuarial
           equivalent of the Normal Form of Benefit, or, if greater, any
           optional form of benefit. The percentage of the survivor
           annuity under the Plan shall be 50% (unless a different
           percentage is elected by the Employer in the Adoption
           Agreement.)

     v.    Spouse (surviving Spouse)

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

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ARTICLE X -- Form and Manner of Benefit Distributions        Page  58
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      vi.  Annuity starting date

           The first day of the first period for which an amount is paid as an
           annuity or any other form.

           The annuity starting date for disability benefits shall be the date
           such benefits commence if the disability benefit is not an auxiliary
           benefit. An auxiliary benefit is a disability benefit which does not
           reduce the benefit payable at Normal Retirement Age.

      vii. Vested Accrued Benefit

           The value of the Participant's vested Accrued Benefit derived from
           Employer and Employee contributions (including rollovers). The
           provisions of this section shall apply to a Participant who is vested
           in amount attributable to Employer contributions, Employee
           contributions (or both) at the time of death or distribution.

      (e)  Notice Requirements

           i.    In the case of a Qualified Joint and Survivor Annuity as
                 described in Section 10.4(b), the Plan Administrator shall
                 provide each Participant no less than 30 days and no more than
                 90 days prior to the annuity starting date a written
                 explanation of:

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

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

                 (3) the rights of a Participant's Spouse;

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

                 (5) the relative values of the various optional forms of
                     benefit under the Plan.

           ii.   In the case of a Qualified Preretirement Survivor Annuity as
                 described in Section 10.4(c), the Plan Administrator shall
                 provide each Participant within the applicable period for such
                 Participant, a written explanation of the Qualified
                 Preretirement Survivor Annuity in such terms and in such a
                 manner as would be comparable to the explanation provided for
                 meeting the requirements of Section 10.4(e)i. applicable to a
                 Qualified Joint and Survivor Annuity.

                 The applicable period for a Participant is whichever of the
                 following periods ends last:

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                   Basic Plan Document #03 - Defined Benefit
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                 (1) the period beginning with the first day of the Plan Year in
                     which the Participant attains age 32 and ending with the
                     close of the Plan Year preceding the Plan Year in which the
                     Participant attains age 35;

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

                 (3) a reasonable period ending after Section 10.4(e)(iii)
                     ceases to apply to the Participant;

                 (4) a reasonable period ending after this section first applies
                     to the Participant.

                     Notwithstanding the foregoing, notice must be provided
                     within a reasonable period ending after separation of
                     service in case of a Participant who separates from service
                     before attaining age 35.

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

           iii.  Notwithstanding the other requirements of this section 10.4(e),
                 the respective notices prescribed by this section need not be
                 given to a Participant if

                 (1) the plan "fully subsidizes" the costs of a Qualified Joint
                     and Survivor Annuity or the Qualified PreRetirement
                     Survivor Annuity, and

                 (2) the Plan does not allow the Participant to waive the
                     Qualified Joint and Survivor Annuity or Qualified
                     Preretirement Survivor Annuity and does not allow a married
                     participant to designate a nonSpouse beneficiary.

                 For purposes of this section 10.4(3)iii., a Plan fully
                 subsidizes the costs of a benefit if under the Plan no increase
                 in cost or decrease in benefits to the Participant may result
                 from the Participants failure to elect another benefit. Prior
                 to the time the Plan allows the Participant to waive the
                 Qualified Preretirement Survivor Annuity, the Plan may not
                 charge the Participant for the cost of such benefit by reducing
                 the Participant's benefits under the Plan or by any other
                 method.

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                   Basic Plan Document #03 - Defined Benefit
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      (f)  Transitional Rules

           i.    Any living Participant not receiving benefits on August 23,
                 1984, who would otherwise not receive the benefits prescribed
                 by the previous sub-Sections of Section 10.4 must be given the
                 opportunity to elect to have the prior sub-Sections of this
                 section apply if such Participant is credited with at least one
                 Hour of Service under this Plan or a predecessor Plan in a Plan
                 Year beginning on or after January 1, 1976, and such
                 Participant had at least 10 years of vesting service when he or
                 she separated from service.

           ii.   Any living Participant not receiving benefits on August 23,
                 1984, who was credited with at least one Hour of Service under
                 this Plan or a predecessor Plan on or after September 2, 1974,
                 and who is not otherwise credited with any service in a Plan
                 Year beginning on or after January 1, 1976, must be given the
                 opportunity to have his or her benefits paid in accordance with
                 Section 10.4(f)iv. of this article.

           iii.  The respective opportunities to elect (as described in Sections
                 10.4(f)i and 10.4(f)ii. above) must be afforded to the
                 appropriate Participants during the period commencing on 
                 August 23, 1984, and ending on the date benefits would
                 otherwise commence to said Participants.

           iv.   Any Participant who has elected pursuant to Section 10.4(f)ii
                 of this article and any Participant who does not elect under
                 Section 10.4(f)i or who meets the requirements of Section 6.1
                 except that such Participant does not have at least 10 years of
                 vesting service when he or she separates from service, shall
                 have his or her benefits distributed in accordance with all of
                 the following requirement if benefits would have been payable
                 in the form of a life annuity:

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

                    (A) begins to receive payments under the Plan on or after
                        Normal Retirement Age; or

                    (B) dies on or after Normal Retirement Age while still
                        working for the Employer; or

                    (C) begins to receive payments on or after the qualified
                        early retirement age; or

                    (D) separates from service on or after attaining Normal
                        Retirement Age (or the qualified early retirement age)
                        and after satisfying the eligibility requirements for
                        the payment of benefits under the Plan thereafter dies
                        before beginning to receive such benefits;

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                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------
                        then such benefits will be received under this Plan in
                        the form of a Qualified Joint and Survivor Annuity,
                        unless the Participant has elected otherwise during the
                        election period. The election period must begin at least
                        6 months before the Participant attains qualified early
                        retirement age and end not more than 90 days before the
                        commencement of benefits. Any election hereunder will be
                        in writing and may be changed by the Participant at any
                        time.

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

                     (A) the 90th day before the Participant attains the
                         qualified early retirement age, or

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

                 (3) For purposes of this section 10.4(f)iv.,

                     (A) Qualified early retirement age is the latest of:

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

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

                         (iii)  the date the Participant begins participation:

                     (B) Qualified Joint and Survivor Annuity is an annuity for
                         the life of the Participant with an survivor annuity
                         for the life of the Spouse as described in Section
                         10.4(d)iv. of this article.

10.5  Commencement of Benefits

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

      (a)  the Participant attains age 65 (or Normal Retirement Age, if
           earlier);

      (b)  occurs the 5th anniversary of the year in which the Participant
           commenced participation in the Plan; or,

      (c)  the Participant terminates service with the Employer.

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                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      Notwithstanding the foregoing, the failure of a Participant and Spouse to
      consent to a distribution while a benefit is immediately distributable,
      within the meaning of Section 10.3 of the Plan, shall be deemed to be an
      election to defer commencement of payment of any benefit sufficient to
      satisfy this section.

10.6  Retirement With Age and Service Requirement

      If a Participant separates from service before satisfying the age
      requirement for early retirement, but has satisfied the service
      requirement, the Participant will be entitled to elect an early retirement
      benefit upon satisfaction of such age requirement.

10.7  Annuity Contracts

      (a)  Conflicts with Annuity Contracts

           The terms of any annuity contract purchased and distributed by the
           Plan to a Participant or Spouse shall comply with the requirement of
           this plan.

      (b)  Nontransferability of Annuities

           Any annuity contract distributed herefrom must be nontransferable.

10.8  Distribution Requirements.

      (a)  General Rules.

           i.    Subject to Section 10.4, Joint and Survivor Annuity
                 Requirements, the requirements of this section shall apply to
                 any distribution of a Participant's interest and will take
                 precedence over any inconsistent provisions of this Plan.
                 Unless otherwise specified, the provisions of this section
                 apply to calendar years beginning after December 31, 1984.

           ii.   All distributions required under this section shall be
                 determined and made in accordance with the proposed regulations
                 under Section 401(a)(9) of the Code, including the minimum
                 distribution incidental benefit requirement of Section
                 1.401(a)(9)-2 of the proposed regulations.

      (b)  Required Beginning Date.

           The entire interest of a Participant must be distributed or begin to
           be distributed no later than the Participant's Required Beginning
           Date.

      (c)  Limits on Distribution Periods.

           As of the first distribution calendar year, distributions, if not
           made in a single-sum, may only be made over one of the following
           periods (or a combination thereof):

           i.    the life of the Participant,

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                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           ii.   the life of the Participant and a designated beneficiary,

           iii.  a period certain not extending beyond the life expectancy of
                 the Participant, or

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

      (d)  Determination of amount to be distributed each year.

           i.    If the Participant's interest is to be paid in the form of
                 Annuity distributions under the Plan, payments under the
                 annuity shall satisfy the following requirements:

                 (1) the annuity distributions must be paid in periodic payments
                     made at intervals not longer than one year;

                 (2) the distribution period must be over a life (or lives) or
                     over a period certain not longer than a life expectancy (or
                     joint life and last survivor expectancy) described in
                     Section 401(a)(9)(A)(ii) or Section 401(a)(9)(B)(iii) of
                     the Code, whichever is applicable;

                 (3) the life expectancy (or joint life and last survivor
                     expectancy) for purposes of determining the period certain
                     shall be determined without recalculation of life
                     expectancy;

                 (4) once payments have begun over a period certain, the period
                     certain may not be lengthened ever if the period certain is
                     shorter than the maximum permitted;

                 (5) payments must either be nonincreasing or increase only as
                     follows:

                     (A) with any percentage increase in a specified and
                         generally recognized cost-of-living index;

                     (B) to the extent of the reduction to the amount of the
                         Participant's payments to provide for a survivor
                         benefit upon death, but only if the beneficiary whose
                         life described in Section 10.8(c) above dies and the
                         payments continue otherwise in accordance with that
                         Section over the life of the Participant;

                     (C) to provide cash refunds of Employee contributions upon
                         the Participant's death; or

                     (D) because of an increase in benefits under the Plan.

                 (6) If the annuity is a life Annuity (or a life Annuity with a
                     period certain not exceeding 20 years), the amount which
                     must be distributed on or before the participant's required
                     Beginning Date (or, in the case of distributions after the
                     death of the Participant, the date distributions are
                     required to begin pursuant

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<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                     to Section 10.8(e) below) shall be the payment which is
                     required for one payment interval. The second payment need
                     not be made until the end of the next payment interval ends
                     in the next calendar year. Payment intervals are the
                     periods for which payments are received, e.g., bimonthly,
                     monthly, semi-annually, or annually.

                     If the annuity is a period certain annuity without a life
                     contingency (or is a life annuity with a period certain
                     exceeding 20 years) periodic payments for each distribution
                     calendar year shall be combined and treated as an annual
                     amount. The amount which must be distributed by the
                     Participant's required beginning date (or, in the case of
                     distributions after the death of the participant, the date
                     distributions are required to begin pursuant to Section
                     10.8(e) below is the annual amount for the first
                     distribution calendar year. The annual amount for other
                     distribution calendar years, including the annual amount
                     for the calendar year in which the Participant's Required
                     Beginning Date (or the date distributions are required to
                     begin pursuant to Section 10.8(e) below) occurs, must be
                     distributed on or before December 31 of the calendar year
                     for which the distribution is required.

           ii.   Annuities purchased after December 31, 1988, are subject to the
                 following additional conditions:

                 (1) Unless the Participant's Spouse is the designated
                     beneficiary, if the Participant's interest is being
                     distributed in the form of a period certain annuity without
                     a life contingency, the period certain as of the beginning
                     of the first distribution calendar year may not exceed the
                     applicable period determined using the table set forth in 
                     Q & A A-5 of Section 1.401(a)(9)-2 of the proposed
                     regulations.

                 (2) If the Participant's interest is being distributed in the
                     form of a Joint and Survivor Annuity for the joint lives of
                     the Participant and a nonSpouse beneficiary, annuity
                     payments to be made on or after the Participant's Required
                     Beginning Date to the designated beneficiary after the
                     participant's death must not at any time exceed the
                     applicable percentage of the Annuity payment for such
                     period that would have been payable to the participant
                     using the table set forth in Q & A A-6 of Section
                     1.401(a)(9)-2 of the proposed regulations.

           iii.  Transitional Rule.

                 If payments under an annuity which complies with Section
                 10.8(d)(i) above begin prior to January 1, 1989, the minimum
                 distribution requirements in effect as of July 27, 1987, shall
                 apply to distributions from this Plan, regardless of whether
                 the annuity form of payment is irrevocable. This transitional
                 rule also applies to deferred annuity contracts distributed to
                 or owned by the employee prior to January 1, 1989, unless

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<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                 additional contributions are made under the Plan by the
                 Employer with respect to such contract.

           iv.   If the form of distribution is an annuity made in accordance
                 with this section 10.8(d), any additional benefits accruing to
                 the Participant after his or her required beginning date shall
                 be distributed as a separate and identifiable component of the
                 annuity beginning with the first payment interval ending in the
                 calendar year immediately following the calendar year in which
                 such amount accrues.

           v.    Any part of the Participant's interest which is in the form of
                 an individual account shall be distributed in a manner
                 satisfying the requirements of Section 401(a)(9) of the Code
                 and the proposed regulations thereunder.

      (e)  Death Distribution Provisions

           i.    Distribution beginning before death. If the Participant dies
                 after distribution of his or her interest has begun, the
                 remaining portion of such interest will continue to be
                 distributed at least as rapidly as under the method of
                 distribution being used prior to the Participant's death.

           ii.   Distribution beginning after death. If the Participant dies
                 before distribution of his or her interest begins, distribution
                 of the Participant's entire interest shall be completed by
                 December 31 of the calendar year containing the fifth
                 anniversary of the Participant's death except to the extent
                 that an election is made receive distributions in accordance
                 with (1) or (2) below:

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

                 (2) if the designated beneficiary is the Participant's
                     surviving Spouse, the date distributions are required to
                     begin in accordance with (1) above shall not be earlier
                     than the later of

                     (A) December 31 of the calendar year in which the
                         Participant died and

                     (B) December 31 of the calendar year in which the
                         Participant would have attained age 70 1/2.

                 (3) If the Participant has not made an election pursuant to
                     this Section 10.8(e)ii by the time of his or her death, the
                     Participant's designated beneficiary must elect the method
                     of distribution no later than the earlier of

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<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                     (A) December 31 of the calendar year in which distributions
                         would be required to begin under this section, or

                     (B) December 31 of the calendar year which contains the
                         fifth anniversary of the date of death of the
                         Participants.

                 (4) If the Participant has no designated beneficiary, or if the
                     designated beneficiary does not elect a method of
                     distribution, distribution of the Participant's entire
                     interest must be completed by December 31 of the calendar
                     year containing the fifth anniversary of the Participant's
                     death.

           iii.  For purposes of Section 10.8(e)ii above, if the surviving
                 Spouse dies after the Participant, but before payments to such
                 Spouse begin, the provisions of Section 10.8(e)ii with the
                 exception of paragraph (2) therein, shall be applied as if the
                 surviving Spouse were the participant.

           iv.   For purposes of Section 10.8(e), any amount paid to a child of
                 the Participant will be treated as if it had been paid to the
                 surviving Spouse if the amount becomes payable to the surviving
                 Spouse when the child reaches the age of majority.

           v.    For the purposes of this section 10.8(e), distribution of a
                 Participant's interest is considered to begin on the
                 Participant's Required Beginning Date (or, if Section
                 10.8(e)iii. above is applicable, the date distribution is
                 required to begin to the surviving Spouse pursuant to Section
                 10.8(e)ii. above). If the distribution in the form of an
                 annuity described in Section 10.8(d)ii(1) above irrevocable
                 commences to the Participant before the Required Beginning
                 Date, the date distribution is considered to begin is the date
                 distribution actually commences.

      (f)  Definitions

           i.    Designated Beneficiary

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

           ii.   Distribution Calendar Year

                 A calendar year for which a minimum distribution is required,
                 For distributions beginning before the Participant's death, the
                 first distribution calendar year which contains the
                 Participant's required beginning date. For distributions
                 beginning after the Participant's death, the first distribution
                 calendar year is the calendar year in which distributions are
                 required to begin pursuant to Section 10.8(e) above.

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<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           iii.  Life Expectancy

                 The life expectancy (or joint and last survivor expectancy)
                 calculated using the attained age of the Participant (or
                 designated beneficiary) as of the Participant's (or designated
                 beneficiary's) birthday in the applicable calendar year. The
                 applicable calendar year shall be the first distribution
                 calendar year. If annuity payments commence before the Required
                 Beginning Date, the applicable calendar year is the year such
                 payments commence. Life expectancy and joint and last survivor
                 expectancy are computed by use of the expected return multiples
                 in Tables V and VI of Section 1.72-9 of the Income Tax
                 Regulations.

           iv.   Required Beginning Date

                 (1) General Rule

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

                 (2) Transitional rule

                     The Required Beginning Date of a Participant who attains
                     age 70 1/2 before January 1, 1988, shall be determined in
                     accordance with (A) or (B) below:

                    (A) Non-5-percent owners

                        The Required Beginning Date of a Participant who is not
                        a "5-percent owner" (as defined in (3) below) is the
                        first day of April of the calendar year in which the
                        later of retirement or attainment of age 70 1/2 occurs.

                    (B) 5-percent owners

                        The Required Beginning Date of a Participant who is a 5-
                        percent owner during any year beginning after December
                        31, 1979, is the first day of April following the later
                        of:

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

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

                       The Required Beginning Date of a Participant who is not a
                       5-percent owner who attains age 70 1/2 during 1988 and
                       who has not retired as of January 1, 1989, is April 1,
                       1990.

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

                 (3) 5-percent owner

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

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

      (g)  Transitional Rule

           i.    Notwithstanding the other requirements of this section and
                 subject to the requirement of Section 10.4, Joint and Survivor
                 Annuity Requirements, distribution on behalf of any employee,
                 including a 5-percent owner, may be made in accordance with all
                 of the following requirements (regardless of when such
                 distribution commences):

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

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

                 (3) Such designation was in writing, was signed by the Employee
                     or the beneficiary, and was made before January 1, 1984.

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

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

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

           iii.  For any distribution which commences before January 1, 1984,
                 but continues after December 31, 1983, the Employee, or
                 beneficiary, to whom such distribution is being made, will be
                 presumed to have designated the method of distribution under
                 which the distribution is

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ARTICLE X -- Form and Manner of Benefit Distributions        Page  69
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                 being made if the method of distribution was specified in
                 writing and the distribution satisfies the requirements in sub-
                 Sections 10.8(g)i(1) and (5).

           iv.   If a designation is revoked any subsequent distribution must
                 satisfy the requirement of Section 401(a)(9) of the Code and
                 the proposed regulations thereunder. If a designation is
                 revoked subsequent to the date distributions are required to
                 begin, the trust must distribute by the end of the calendar
                 year following the calendar year in which the revocation occurs
                 the total amount not yet distributed which would have been
                 required to have been distributed to satisfy Section 401(a)(9)
                 of the Code and the proposed regulations thereunder, but for
                 the Section 242(b)(2) election. For calendar years beginning
                 after December 31, 1988, such distributions must meet the
                 minimum distribution incidental benefit requirements in Section
                 1.401(a)(9)-2 of the proposed regulations. Any changes in the
                 designation will be considered to be a revocation of the
                 designation. However, the mere substitution or addition of
                 another beneficiary (one not named in the designation) under
                 the designation will not be considered to be a revocation of
                 the designation, so long as such substitution or addition does
                 not alter the period over which distributions are to be made
                 under the designation, directly or indirectly (for example, by
                 altering the relevant measuring life). In the case in which an
                 amount is transferred or rolled over from one plan to another
                 plan, the rules in Q&A J-2 and Q&A J-3 of Section 1.401(a)(9)-1
                 of the proposed regulations shall apply.

10.9  Payments Prior to Break-In-Service

      (a)  Forfeitures

           In the event a Participant receives a payment of all or a part of his
           Accrued Benefit at a time when he is less than one hundred percent
           (100%) vested in the Accrued Benefit, the amount in excess of his
           vested percentage shall be treated as a forfeiture.

      (b)  Return to Employment

           In the event a Participant who receives a distribution as provided in
           Sub-Section (a) above returns to the employ of an Affiliated Employer
           prior to incurring a five (5) year series of Breaks-In-Service, said
           Participant shall be entitled to have his Accrued Benefit (including
           all optional forms of benefit and subsidies relating to such benefit)
           restored to the amount prior to his distribution, less the amount of
           the distribution upon the repayment to the Plan of the full amount of
           the distribution plus interest compounded annually from the date of
           distribution at the rate determined for purposes of Section
           411(c)(2)(C) of the Code. Such repayment must be made before the
           earlier of five years after the first date on which the Participant
           incurs 5 consecutive 1-year Breaks-In-Service following the date of
           distribution.

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                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

10.10 Payments Pursuant to Qualified Domestic Relations Orders

      Upon receipt of any court order relating to the benefit payable to a
      Participant hereunder, the Plan Administrator shall:

      (a)  notify the Participant and the Alternate Payee(s) of the receipt of
           such order and the Plan's procedures for determining the qualified
           status of such order; and

      (b)  determine the portion of the Accrued Benefit payable to Alternate
           Payee(s) pursuant to such order. Within eighteen (18) months of
           receipt of such order, the Plan Administrator shall determine whether
           the order is a Qualified Domestic Relations Order, the Plan
           Administrator shall pay the Accrued Benefit (or its present value) to
           the Alternate Payee(s) entitles thereto in the manner required by
           such Qualified Domestic Relations Order.

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ARTICLE X -- Form and Manner of Benefit Distributions        Page  71
<PAGE>
 
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                   -----------------------------------------

                         ARTICLE XI - TRUST PROVISIONS

    11.1  Establishment of Trust

      (a)  Appointment of Trustees

           The trustees shall consist of one (1) or more individuals,
           partnerships, corporations or combination thereof, as chosen by the
           Employer in Section I.B.6. of the Adoption Agreement. The Employer
           may change the number of said group at any time. The Trustees shall
           be Named Fiduciaries for the purpose of managing the Trust Fund for
           the purposes of Section 402(a)(1) of ERISA.

      (b)  Acceptance of Trust

           Each Trustee hereby accepts the Trust created hereunder and agrees to
           perform the duties on his part to be performed pursuant to this Plan
           and Trust.

      (c)  Corpus of the Trust Fund

           The Trustees shall receive any contributions paid to them in cash or
           in other property presently acceptable to them. All contributions so
           received together with any earnings, profits, increments, additions
           thereto and appreciation thereon, less any disbursements authorized
           herein shall constitute and be called the Trust Fund.

      (d)  Control of Trust Fund

           The Trustees shall take control and manage the Trust Fund and shall
           hold, invest, and reinvest the same together with the income thereof.
           All contributions received by the Trustees in accordance with the
           terms of the Plan and the earnings and accretions thereto, without
           distinction between income and principal, shall constitute and shall
           be held and administered as a single fund and the Trustees shall not
           be required to segregate or invest separately any share of any
           Participant except as otherwise required by the Plan but may do so in
           accordance with this Section.

      (e)  Title to Trust Assets

           The Trustees shall have title to the assets of the Trust Fund. The
           Company shall have no right, title, interest or claim to said Trust
           Fund except as permitted under the terms of Article V, Sections 5.4
           and 5.5 hereof and Article XV, Section 15.5.

      (f)  Segregated Accounts and Annuities

           The Trust Fund shall be deemed to also include such segregated
           accounts, separate funds or annuity contracts or Policies which may
           be purchased by the Trustees for the purpose of providing benefits to
           a Participant, Beneficiary or group thereof, notwithstanding the fact
           that such segregated account may not share in the earnings, profits,
           increments or appreciation of the balance of the Trust Fund.

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11.2  Rights, Duties and Obligations of the Trustees

      (a) Manner of Acting

          The Trustees, except when there is a single Trustee, shall exercise
          any discretion or authority granted hereunder through a majority of
          its members in office at the time. Such exercise may be by a vote at a
          meeting or in writing without a meeting.

      (b) Non-Disqualification of Interested Parties

          A Participant, Beneficiary, or person who is otherwise interested in
          the Trust Fund shall not be disqualified from voting or acting upon
          any matter relating to this Trust Agreement. The power of the Trustees
          or any member thereof to act hereunder shall not be restricted, and no
          transaction or decision involving this Trust Fund shall be deemed
          invalidated in any way by reason of any personal or beneficial
          interest in the Trust Fund that any Trustee may have with respect to
          such transaction or decision, including any sale or exchange of trust
          property to or with any Trustee in another capacity, including another
          corporation, partnership or other business in which they, or any of
          them, may have a personal interest as a stockholder, officer,
          director, partner or otherwise, regardless of any conflict of
          interest, provided, however, that nothing herein contained shall
          permit the Trustees or any Trustee to engage in any activity which
          would constitute a "prohibited transaction" within the meaning of 
          Part 4 of Title I of ERISA or Section 4975 of the Code.

      (c) Standard of Care

          The Trustees shall discharge their duties with the care, skill,
          prudence and diligence under the circumstances then prevailing that a
          prudent man acting in a like capacity and familiar with such matters
          would use in the conduct of an enterprise of a like character and with
          like aims, and shall diversify the investments of the Trust Fund so as
          to minimize the risk of large losses unless, under the circumstances,
          it is clearly not prudent to do so.

      (d) Compensation and Expenses

          The Trustees shall not be compensated for their services as such
          unless otherwise agreed by said Trustees and the Employer in writing.
          Said compensation, if any, may be paid by the Employer and to the
          extent not paid by the Employer shall be payable as an expense from
          the Trust Fund. All expenses reasonably incurred by the Trustees in
          connection with the performance of their duties and in respect of the
          assets or operations of the Trust Fund including, but not limited to,
          taxes of any nature, fees, salaries, compensation, counsel and
          accounting fees may be paid by the Employer. To the extent not paid by
          the Employer, said expenses shall be paid from the Trust Fund as
          expenses thereof.

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      (e)  Liability of the Board of Trustees

           i.    Reliance on other Fiduciaries

                 The Trustees shall not be answerable nor incur any liability
                 for any action taken pursuant to any written direction or
                 request from the Plan Administrator or the Employer. Evidence
                 of action with regard to the Plan shall be by resolution of the
                 Board of Directors certified by the Secretary or Assistant
                 Secretary of the Employer, or resolution of a majority of the
                 members of the group constituting the Plan Administrator as the
                 case may be. The Trustees shall be fully protected in acting
                 upon any resolution, certificate, or paper believed by it to be
                 genuine and to be signed or presented by the proper person or
                 persons and the Trustees shall be under no duty to make
                 investigation or inquiry as to any statement contained in any
                 such writing but may accept the same as conclusive evidence of
                 the truth and accuracy of the statements contained therein.

           ii.   Reliance on Delegates

                 Either the Employer or the Plan Administrator may duly
                 authorize a delegate to make determinations or perform actions,
                 either specifically or generally, in this regard. Upon the
                 appointment of a delegate by either the Employer or the Plan
                 Administrator, the Trustees shall be fully protected in
                 assuming that said delegate is duly authorized in acting,
                 unless otherwise informed by the Employer or Plan
                 Administrator. 

          iii.   Liability of Successor 

                 No successor Trustee shall be held liable or accountable in any
                 manner for the acts of its predecessor or predecessors.

           iv.   Responsibility for Adequacy of Trust Fund

                 No Trustee shall be responsible for the adequacy of the Trust
                 Fund to meet and discharge any payments or liabilities under
                 the Plan or for any loss, damage or depreciation of the Trust
                 Fund in connection with its exercise of discretion hereunder,
                 except when due to its own breach of trust committed in bad
                 faith or intentionally or with reckless indifference to the
                 interest of Participants and Beneficiaries or in violation of
                 the fiduciary standards as set forth in Part 4 of Title I of
                 ERISA or Section 4975 of the Code.

      (f)  Indemnification of the Trustees

           Each Trustee shall be indemnified by the Employer for all costs,
           expenses, including attorneys' fees, claims, or liability actually
           and necessarily incurred in connection with any claims or litigation
           by reason of the Trustees having followed written instructions of the
           Employer or the Plan Administrator. No such indemnification shall
           apply where litigation is occasioned by the fault of the

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           Trustees, or is in connection with a violation of ERISA, and any
           subsequent statutes of similar purpose. Any such indemnification
           shall apply only after full recovery has been made under any
           insurance contract protecting the Trustees with respect to each
           litigation and in no event exceed the difference between the costs,
           expenses and liability determined by such litigation and the amounts
           payable by such insurance, had this provision not been in effect.

      (g)  Resignation or Removal of Trustees

           i.    The Trustees and each Trustee shall serve until death,
                 resignation or removal by the Employer.

           ii.   Any Trustee may resign upon written notice to the Employer or
                 be removed by delivery of a certified copy of a resolution of
                 the Board of Directors to that effect.

           iii.  Said removal or resignation shall be effective sixty (60) days
                 from the date of delivery of such written notice or resolution
                 unless a different time is specified by the Employer.

           iv.   The Employer may remove any Trustee and fill vacancies however
                 arising at its pleasure except there shall be at least one
                 Trustee at all times. Appointment of successor Trustees shall
                 take effect upon delivery to the Trustees (and the removed
                 members thereof) of an instrument so appointing the
                 successor(s) and an instrument of acceptance executed by such
                 successor(s).

           v.    Any successor Trustee shall become vested with all funds,
                 powers, rights, duties, obligations, privileges and immunities
                 as the Trustees have hereunder as if it had been originally
                 appointed.

           vi.   In the event there are no remaining Trustees for whatever
                 reason and the Employer fails to appoint successor Trustees
                 within thirty (30) days after the effective date of the
                 resignation or removal or death or incapacity of all the
                 Trustees, any court of competent jurisdiction of the state
                 under whose law the Plan is to be construed may, while such
                 failure continues, appoint successor Trustees upon application
                 therefore by any Participant or Beneficiary hereunder, or by
                 any removed Trustees.

11.3  Investment of the Trust Fund

      (a)  Authority of Trustees

           The Trustees shall have full authority and responsibility for
           investment of the Trust Fund, subject to the limitations set forth
           herein.

      (b)  Investment Powers of the Trustees

           The Trustees in investing the Trust Fund shall not be restricted to
           securities commonly known as legal investments for trust funds,
           regardless of any statutes

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           or rules of law limiting the investments of trustees or trust funds.
           The Trustees shall have the same power to invest funds as any
           individual of full legal competence has with regard to his own funds,
           including the right to deal with the Company, provided, however, that
           nothing herein shall permit any Trustee to engage in any activity
           which would constitute a "prohibited transaction" within the meaning
           of Part 4 of Title I of ERISA or Section 4975 of the Code. Without
           limiting the generality of the foregoing, the Trustees at such times,
           places and prices and under such terms, conditions and circumstances
           (including public and private sales and transactions) as in its
           discretion they deem advisable may, subject to the restrictions
           referred to above, but shall not be required:

           i.    To buy, sell, sell short, purchase on margin, exchange, pledge,
                 encumber, and otherwise acquire, dispose of, trade and deal in
                 secured and unsecured bonds and notes (whether unmatured, due,
                 past due, or defaulted), common and preferred, voting and
                 nonvoting stock (regardless of dividend or earnings record),
                 warrants, options, puts, calls, straddles, spreads, voting
                 trust certificates, equipment trust and receivers certificates,
                 fractional oil and gas and mineral interests, timber rights,
                 and all other forms of private and governmental securities
                 (both foreign and domestic) including securities of the
                 Employer. The Trustees are specifically empowered to invest in
                 securities of the Employer, or any Affiliated Employer to the
                 extent of ten (10%) percent of the Trust Fund, unless a
                 different percentage is specified by resolution of the Board of
                 Directors, provided, however, that the Trust Fund shall not
                 hold any Employer security which is not a qualifying Employer
                 security as provided in Section 407(a)(5) of ERISA;

           ii.   To buy, sell, exchange, mortgage, encumber, hold, manage,
                 repair, control, lease or license for any term (even though
                 such term extends beyond the duration of the Plan or Trust
                 Agreement, or commences in the future) and otherwise acquire,
                 dispose of, trade and deal in all forms of tangible and
                 intangible real and personal property, wherever located,
                 including, without limitation, real estate, including real
                 property and related personal property leased to the Employer
                 or any Affiliated Employer, but only to the extent permitted
                 under Section 407(a) of ERISA, leaseholds, machinery and
                 equipment, senior and junior mortgages and liens, accounts
                 receivable, conditional sales contracts, rental purchase
                 agreements and other forms of agreement evidencing indebtedness
                 (whether fixed or contingent), patents, copyrights, trademarks,
                 trade secrets, and other industrial and intellectual property,
                 bills of exchange, notes, trade acceptances, commodities and
                 futures;

           iii.  To make investments which entail risk or with the principal aim
                 of obtaining capital appreciation rather than security of
                 investment and current income;

           iv.   To borrow, raise or lend monies and guarantee payment of any
                 obligation for the purposes of the Trust Fund, in such amounts
                 and upon such terms

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                 and conditions as the Trustees in their absolute discretion may
                 deem advisable and for any such monies so borrowed to issue
                 their promissory note as Trustees and to secure the repayment
                 thereof by pledging or mortgaging all or any part of the Trust
                 Fund;

           v.    To buy, sell, exchange, mortgage, encumber, hold, manage,
                 acquire, dispose of or otherwise trade or deal in all types of
                 business ventures in all lines of endeavor, including, without
                 limitation, exploration for and extraction of oil, gas and
                 other minerals and natural resources, manufacturing, wholesale
                 and retail trade, exporting and importing, brokerage,
                 factoring, transportation, communication and hotels;

           vi.   To cause any investment in the Trust Fund to be registered in,
                 or transferred into, its name as Trustees or in the name of its
                 nominee or nominees or to retain them unregistered or in form
                 permitting transfer by delivery, but the books and records of
                 the Trustees shall at all times show that all such investments
                 are part of the Trust Fund, and the Trustees shall cause the
                 indicia of ownership to be maintained within the jurisdiction
                 of the district courts of the United States;

           vii.  To retain in cash or in banks and keep unproductive of income
                 or appreciation such part or all of the Trust Fund as it may
                 deem advisable;

           viii. To amortize any premium paid or discount received;

           ix.   To vote (or refrain from voting) stock and securities, either
                 in person or by proxy, and otherwise consent to, or request,
                 participate in, protest, and oppose any action by the issuer;

           x.    To give general or special proxies and powers of attorney with
                 or without power of substitution or revocation;

           xi.   To participate in, consent to, protest, oppose and take any
                 other action in connection with and receive and retain any
                 securities resulting from any reorganization, recapitalization,
                 financial readjustment, consolidation, merger, spin-off, split-
                 offs, foreclosure, bankruptcy, assignment, liquidation,
                 dissolution, sale, lease, encumbrance or other disposition of
                 assets of any issuer, the securities of which are held or
                 acquired by the Trustees;

           xii.  To deposit securities in voting trusts with protective
                 creditors, stockholders or other committees or with any trustee
                 or depository designated thereby;

           xiii. To exercise, sell or permit to lapse any subscription or
                 conversion privileges;

           xiv.  To abandon property which it deems inadvisable to retain;

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           xv.    To determine what is principal and what is income and whether
                  and what part of any cost, charge, tax, expense or liability
                  should be charged against principal or income;
                
           xvi.   To concentrate investments where prudent to do so;
                
           xvii.  To make joint investments with other trusts, persons, firms or
                  corporations, buy, sell, exchange, mortgage, encumber, hold,
                  manage, acquire, dispose of or otherwise trade or deal in
                  undivided and fractional interests in real and personal
                  property and enter into joint operation, exploration,
                  development and other agreements with co-owners of undivided
                  or fractional interests in such property and with owners of
                  interests in property adjacent to or in the vicinity of
                  property owned by the Trust Fund;
                
           xviii. To invest in one (1) or more common trust funds. 
                  Notwithstanding any provisions of this Plan and Trust, the
                  Trustee may cause any part or all of the monies of this Trust
                  to be commingled with the monies to be invested as part of any
                  one or any combination of the Funds created by any common
                  trust fund, and monies and assets of this Trust invested in
                  said Funds at any time shall be subject to all of the
                  provisions of said declaration of trust as it is from time to
                  time amended;
                
           xix.   To settle, compromise or submit to arbitration any claims,
                  debts or damages due or owing to or from the Trust Fund,
                  commence or defend suits or legal or administrative
                  proceedings, and represent the Trust Fund in all suits and
                  legal and administrative proceedings;
                
           xx.    To enter into contracts in such form as the Trustees shall
                  determine with one (1) or more persons, firms, associations,
                  or corporations, providing for rendering to the Trustees of
                  advice and counsel relating to and in connection with
                  investments;
                
           xxi.   To apply for and procure from insurance companies selected by
                  the Trustees such Contracts as the Trustees shall deem proper
                  for carrying out the purposes of the Plan; to exercise at any
                  time or from time to time whatever rights and privileges may
                  be granted under such Policies; to collect, receive and settle
                  from the proceeds of all such Policies as and when entitled to
                  do so under the provisions thereof; to make policies loans
                  provided that such loans and repayments thereof are in
                  proportion for all Participants and deal with such Policies in
                  any manner that may be necessary or desirable to carry out and
                  effectuate the terms and provisions of the Plan, provided,
                  however, that any Policies shall be purchased in amounts
                  specified by the Plan Administrator but in no event to cause
                  the death benefit to exceed the incidental benefit limitations
                  set forth herein;
                
           xxii.  To renew or extend or participate in the renewal or extension
                  of any mortgage upon such terms as may be deemed advisable,
                  and to agree to a

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                 reduction in the rate of interest on any mortgage or to any
                 other modification or change in the terms of any mortgage or of
                 any guarantee pertaining thereto in any manner and to any
                 extent that may be deemed advisable for the protection of the
                 Trust Fund or the preservation of the value of the investment;
                 to waive any default, whether in the performance of any
                 covenant or condition of any mortgage or in the performance of
                 any guarantee, or to enforce any such default in such manner
                 and to such extent as may be deemed advisable; to exercise and
                 enforce any and all rights of foreclosure, to bind in property
                 on foreclosure, to take a deed in lieu of foreclosure with or
                 without paying a consideration therefore, and in connection
                 therewith, to release the obligation on the bond secured by
                 such mortgage; and to exercise and enforce in any action, suit
                 or proceeding at law or in equity any rights or remedies in
                 respect to any mortgage or guarantee;

          xxiii. To make, execute, acknowledge, and deliver any and all
                 documents of transfer and conveyance and any and all other
                 instruments and do all other acts, although not specifically
                 mentioned herein, that may be necessary or appropriate to carry
                 out the powers herein granted for the purpose of this Trust.

      (c)  Segregated Accounts

           Upon the request of the Plan Administrator, the Trustees shall
           establish segregated accounts in which to place, hold and invest the
           following classes of fund:

           i.    voluntary contributions received from Participants;

           ii.   funds received from a Participant which constitute a rollover
                 contribution within the meaning of IRC Sections 408(d)(3),
                 402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8), 405(d)(3) or
                 409(b)(3)(C);

           iii.  funds received directly from the Trustee of another qualified
                 plan on behalf of a Participant as permitted under law;

           iv.   the value of the vested portion of the Accrued Benefit of any
                 terminated Participant;

           v.    the Accrued Benefit of any Participant who so directs the
                 investment of his account (Separate Investment Funds) pursuant
                 to the terms of the Plan;

           vi.   funds which may become payable to an Alternate Payee(s)
                 pursuant to a Qualified Domestic Relations Order.

           vii.  funds which constitute a segregated 414(k) account;

           Any funds segregated by the Trustees shall not participate in the
           earnings and appreciation of the Trust Fund, and shall be invested
           separately by the Trustees. This subsection shall not be construed as
           permitting the segregation of assets in any manner not authorized
           under the terms of the Plan. The Trustees shall be

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           required to segregate amounts that may become payable pursuant to a
           Qualified Domestic Relations Order during a determination of such
           order's qualified status in accordance with Section 414(p) of the
           Code.

           Any of the above classes of funds which are not placed in a
           segregated account shall be credited with a proportionate share of
           the earnings of the trust fund.

           (d) Loans to Participants

               Loans to Participants may be permitted as investments of the
               Trust Fund if so provided in the Adoption Agreement subject to
               the following limitations:

               i.   Approval

                    Each loan must be approved by the Trustees and the Plan
                    Administrator upon written application of the Participant.
                    In reviewing any loan application, the Trustees and the Plan
                    Administrator shall utilize a uniform, nondiscriminatory
                    policy and shall not make loans available to Highly
                    Compensated Employees on a more favorable basis than made
                    available to other Employees.

               ii.  Security

                    The security provided by the Participant must be adequate in
                    the opinion of the Trustees. The security may consist solely
                    of the Participant's vested interest in the Plan and the
                    interest of the Participant's Spouse in his account (in
                    which case the amount of the loan shall not exceed the
                    Participant's vested interest) and/or may be in the form of
                    other security such as a mortgage or security agreement. In
                    the event the security is given in the form of a mortgage or
                    security agreement, the Trustee may in its discretion, lodge
                    a record of said mortgage or security agreement by filing
                    same or, if applicable, a Uniform Commercial Code financing
                    statement, in the public offices of the state, county or
                    municipality where such notices are customarily filed. If
                    the security consists of the Participant's vested interest
                    in the Plan, no more than 50% of his vested interest may be
                    used to secure loans.

               iii. Terms and Conditions

                    Loans shall not be made from the Trust Fund on terms and
                    conditions more favorable to the Participant than could be
                    obtained by the Participant from a recognized financial
                    institution such as a bank or credit union at the time the
                    loan was made. To the extent such Accrued Benefit which
                    served as security for a loan is subject to the requirements
                    of Code Section 401(a)(11)(B), loans shall be made only upon
                    consent of the Participant's Spouse. Consent shall be
                    obtained no earlier than the beginning of the 90-day period
                    that ends on the date on which the loan is to be secured.
                    Such consent must be in writing, must acknowledge the effect
                    of the loan, and must be

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                    witnessed by a Plan Representative or Notary Public. Such
                    consent shall be binding with respect to the consenting
                    Spouse or any subsequent Spouse with respect to the loan. If
                    a valid spousal consent has been obtained then,
                    notwithstanding any other provision of this Plan, the
                    portion of the Participant's vested accrued Benefit used as
                    a security interest held by the Plan by reason of a loan
                    outstanding to the Participant shall be taken into account
                    for the purposes of determining the amount of the Accrued
                    Benefit payable at the time of death or distribution, but
                    only if the reduction is used as repayment of the loan.If
                    less than 100% of the Participant's Vested Accrued Benefit
                    (determined without regard to the preceding sentence) is
                    payable to the surviving Spouse, then the Accrued Benefit
                    shall be adjusted by first reducing the vested Accrued
                    Benefit by the amount of the security used repayment of the
                    loan, and then determining the benefit payable to the
                    surviving Spouse. On renegotiation, extension, renewal or
                    revision of the loan, a new consent shall be required. All
                    loans shall be made in accordance with applicable state
                    usury laws. No distributions shall be made to a Participant,
                    his Spouse or Beneficiary until all loans are repaid in
                    full.

               iv.  Limitations on Non-taxable Amount

                    No loan to any Participant or Beneficiary can be made to the
                    extent that such loan when added to the outstanding balance
                    of all other loans to the Participant or Beneficiary would
                    exceed the lesser of:

                    (A) fifty thousand dollars ($50,000) (reduced by the excess
                        of the highest outstanding loan balance of the
                        Participant during the twelve (12) month period
                        immediately preceding the date of the loan over the
                        outstanding balance of loans from the Plan on the date
                        the loan was made); or

                    (B) one-half (1/2) of the nonforfeitable portion of the
                        Participant's Account, but in no event less than ten
                        thousand dollars ($10,000). 

                    Said loan must be amortized in level monthly or quarterly
                    payments and shall not be repayable, by its terms, for a
                    period exceeding five (5) years except if the loan is used
                    to acquire the principal residence of the Participant.

                    An assignment or pledge of any portion of the Participant's
                    interest in the Plan and a loan, pledge, or assignment with
                    respect to any insurance purchase contract purchased under
                    the Plan, will be treated as a loan under this sub-section.

                    For purposes of the above limitation, all loans of the
                    Affiliated Employers' Plans are aggregated.

               v.   Restrictions Applicable to Owner-Employees

                    No loans will be made to any shareholder-employee or owner-
                    employee. For purposes of this requirement, a shareholder-
                    employee means an Employee or officer of an electing small
                    business (Subchapter S) Corporation who

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                    owns (or is considered as owning within the meaning of
                    section 318(a)(1) of the Code), on any day during the
                    taxable year of such Corporation, more than 5% of the
                    outstanding stock of the Corporation.

               vi.  Default

                    In the event of default, foreclosure on the note and
                    attachment of security will not occur until a distributable
                    event occurs under the Plan.

11.4  Accounts to be Kept and Rendered by the Trustees

      (a)  Records to be kept by the Trustees

           The Trustees shall keep detailed and accurate records and accounts of
           all investments, receipts, disbursements and other transactions made
           with respect to the Trust Fund as well as any additional records that
           may be required by law or government regulation or as may be agreed
           upon by the Trustees and the Plan Administrator.

      (b)  Availability of Records

           All books and records maintained by the Trustees shall be available
           for inspection by any person designated by the Employer or by the
           Plan Administrator at reasonable times.

      (c)  Written Reports to be Filed by the Board of Trustees

           Not later than seven (7) months after each Valuation Date the
           Trustees shall file with the Employer a written statement setting
           forth all investments, receipts and disbursements, and other
           transactions effected by it since the last Valuation Date and
           containing an exact description of all securities and property
           purchased and sold, and the cost or the net proceeds of sale, and
           showing the securities and property and investments held on such
           Valuation Date and the cost and value thereof as carried on its
           books. The written statement shall include the value of any asset
           which is valued at other than fair market value, if requested by the
           Plan Administrator. Such written statement, after being filed with
           the Employer, shall be available for inspection by any Participant or
           Beneficiary during normal business hours of the Employer until ten
           (10) months after the Valuation Date.

      (d)  Conclusiveness of Report

           In the absence of filing in writing with the Trustees by the Employer
           of an exception or objection to any such account within sixty (60)
           days, the Employer shall be deemed to have approved such account and
           in such case, except as required by law, the Trustees shall be
           relieved of all matters and things set forth in such account as
           though such account had been settled by decree of competent
           jurisdiction. Except as required by law, no person other than the
           Employer may require an accounting or may bring any action against
           the Trust Fund or Trustees to require an accounting.

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      (e)  Written Reports to be Filed Upon Removal of Trustee

           In the event of such removal or resignation of the Trustees, the
           replaced Trustees shall, within sixty (60) days from the effective
           date of such removal or resignation, file with the Employer and Plan
           Administrator a written statement and report of its accounts and
           proceedings covering the period from its last statement and report to
           the effective date of such removal or resignation in the manner
           provided in this section 11.4 (relating to books and records) and
           said statement and report shall have the same effect as if delivered
           pursuant to this Section 11.4.

11.5  Exclusive Benefit

      No part of the corpus or income of the Trust may be used for other than
      the exclusive benefit of Participants.


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                            ARTICLE XII - POLICIES

12.1  Purchase of Policies

      The Plan Administrator shall purchase policies on the lives of the
      Participants specified in the Adoption Agreement in the manner and amounts
      set forth in the Adoption Agreement. The death benefit payable under this
      Plan will be a Qualified Pre-Retirement Survivor Annuity and if
      applicable, any other additional incidental death benefit as selected by
      the employer in the Adoption Agreement.

12.2  Procedure for Purchase

      In the event the Adoption Agreement has provided for the purchase of
      policies, the Trustees, upon direction from the Plan Administrator, shall
      purchase policies ratably on behalf of all Participants. All policies
      shall have an issue date specified in the Adoption Agreement. However, no
      provision of this Article XII shall be construed as creating a right to an
      insured death benefit on behalf of any Participant or Beneficiary until
      and unless a policy on his life has actually been purchased, and a
      Participant's death benefit shall only include proceeds of policies in
      force on the date of his death.

12.3  Requirements Concerning the Purchase of Policies

      Unless otherwise specified in Section III.G.3. of the Adoption Agreement,
      all policies purchased hereunder shall conform to the following
      requirements:

      (a)  Legal Reserve Carrier

           All policies purchased by the Trustee shall be purchased from a legal
           reserve life insurance company.

      (b)  Premiums

           All premiums shall be paid from the Trust Fund or directly to the
           insurance company by the plan sponsor. If at any time, the premium on
           a policy is not paid, the Trustee shall pay premiums by policy loan
           or shall elect an alternative option permitted under the terms of the
           policy.

      (c)  Dividends

           Any payments by the insurer on account of credits such as dividends,
           experience rating credits, or surrender or cancellation credits shall
           be applied within the taxable year of the Employer in which received
           or within the succeeding taxable year, toward the next premiums due
           before any further Employer contributions are so applied.

      (d)  Uniformity

           The Trustee shall purchase policies to be as nearly uniform in nature
           as possible with respect to basic options, cash surrender values and
           other material features.

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ARTICLE XII -- Policies                                      Page  84
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                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      (e)  Ownership

           The Trustee shall be the owner and beneficiary of all policies
           purchased hereunder and shall be entitled to exercise all incidents
           of ownership. The policy shall provide that proceeds can be payable
           to the Trustee who shall be required to pay the proceeds in
           accordance with the distribution provisions of the Plan.

      (f)  Disposition of Policies

           Subject to the terms of Sections 10.5 and 10.6, all policies
           purchased shall be surrendered or sold to the Participant who is
           insured under the policies (for its cash surrender value, if any) as
           soon as practicable after the Participant ceases employment with all
           Affiliated Employers or at such time when continued maintenance of
           such policies would cause a violation of the incidental benefit
           limitations set forth in this Article XII or under Treasury
           Regulation Section 1.401-1(b)(1)(i), provided, however, that the
           settlement options provided in said policies do not differ materially
           from those provided under Article X of this Plan.

      (g)  Supplemental Benefits

           Agreements for supplemental benefits, including waiver of premium or
           additional indemnity benefits, may be purchased if available from the
           Insurer.

12.4  Non-Insurable Participants

      In the event a Participant who is entitled to insured death benefits is
      not insurable or not insurable at standard rates, the Trustees may, in
      their sole discretion, provide benefits under one of the following
      methods:

      (a)  entirely through the Trust Fund (without providing any insured death
           benefits on behalf of the Participant); or

      (b)  through the purchase of annuity contracts; or

      (c)  through the purchase of policies in reduced face amounts (based upon
           the amounts purchasable with the premium that would be required to
           purchase the necessary face amount in insurance if the Participant
           was insurable at standard rates).

12.5  Protection of Insurer

      (a)  Insurance Carrier Not a Party

           No Insurer from which the Trustees procure a policy shall be deemed
           to be a party to this Plan.

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ARTICLE XII -- Policies                                      Page  85
<PAGE>
 
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-----------------------------------------


      (b)  Reliance Upon Action of Trustees

           Any Insurer shall be fully protected in relying upon the written
           direction or certification of the Trustees or Plan Administrator. The
           Insurer shall not be responsible to see that the actions of any
           Trustee or the Plan Administrator are authorized under the terms of
           the Plan, nor shall it be obliged to see to the distribution or
           further application of monies paid by the Trustees. The Insurer shall
           be entitled to rely upon a notice, certification, direction or other
           communication duly executed by any party acting as a Trustee or the
           Plan Administrator according to the latest written information
           received at the Insurer's home office.

12.6  Conflict With Insurance Contracts

      In the event of any conflict between the terms of this Plan and the terms
      of any insurance contract issued hereunder, the Plan provisions shall
      control.

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ARTICLE XII -- Policies                                      Page  86
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                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------


           ARTICLE XIII - ADMINISTRATION OF THE PLAN

13.1  Appointment of Plan Administrator

      The Plan Administrator shall consist of one (1) or more persons,
      partnerships, or corporations or combinations thereof who shall be
      appointed by the Employer by action of its Board of Directors and who
      shall be set forth in Section I.B.6. of the Adoption Agreement. The Plan
      Administrator shall constitute a Named Fiduciary as provided in Section
      402(a)(1) of ERISA.

13.2  Manner of Acting

      The Plan Administrator, except when it consists of a single corporation,
      shall exercise its discretion or authority through a majority vote of
      those members in office at the time. Such exercise may be by vote at a
      meeting or in writing without a meeting. Any entity who is part of a group
      who together comprise the Plan Administrator may perform any act necessary
      including the promulgation of administrative regulations and filing of
      government reports. No person need inquire into the propriety of any act
      of the Plan Administrator evidenced by an instrument bearing the signature
      of any individual (or individual properly acting on behalf of another
      organization) who is part of the group who together comprise the Plan
      Administrator.

13.3  Disqualification to Act

      No individual (or individual acting on behalf of a partnership or
      corporation) who is part of the group who together comprise the Plan
      Administrator shall be disqualified from voting or acting on any matter
      relating to the Plan because he is also a Participant, Beneficiary,
      Trustee, or officer, director or shareholder of any Affiliated Employer.

13.4  Authority and Responsibility of Plan Administrator

      The Plan Administrator shall have the following duties and
      responsibilities:

      a.   To maintain records concerning Participants and Beneficiaries
           including personal data, records of employment, participation,
           allocations to Accounts and eligibility therefore;

      b.   To prepare and furnish any forms and information which is required to
           be distributed to Participants under law and/or the terms of the
           Plan;

      c.   To prepare and file all forms and other information which is required
           to be filed with any government agency as required by law,
           regulations and/or by the terms of this Plan;

      d.   To provide directions to the Trustee concerning purchase of life
           insurance, funding policies, amounts, method and timing of benefit
           payments and any other data or instruction that may be reasonably
           required or requested by the Trustee;

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ARTICLE XIII -- Administration of the Plan                   Page  87
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      e.   To promulgate and set forth administrative regulations concerning the
           operation of the Plan as specifically required under the terms of the
           Plan or as may be required by circumstances, provided said
           regulations are not inconsistent with the terms of the Plan;

      f.   To construe and interpret provisions of the Plan and to correct
           defects and supply omissions as may be required from time to time;

      g.   To provide and implement the proper operation of the Plan, provided,
           however, the Plan Administrator shall not be liable to any party by
           virtue of acting or refraining from acting in accordance with the
           advice of said advisors. Compensation for such services, to the
           extent not paid by a Participating Employer, shall be payable as an
           expense of the Plan.

13.5  Requests for Documentation

      The Plan Administrator, before deciding the eligibility for benefits of a
      Participant or Beneficiary, in its discretion, may require submission of
      proper documentation of age, death, disability or any other item as it
      deems necessary for the administration of the Plan.

13.6  Removal or Resignation

      The Plan Administrator or any member of the group who together comprise
      the Plan Administrator may be removed at the pleasure of the Employer by
      action of its Board of Directors or may resign by written notice to the
      Employer. Said removal or resignation shall be effective sixty (60) days
      after delivery of such notice to the other party unless some other date is
      designated by the Employer. After removal or resignation the Employer may
      appoint a successor Plan Administrator or member of the group who together
      constitute the Plan Administrator.

13.7  Failure to Appoint Plan Administrator

      If no individual or organization has been appointed to the group, or if
      there are no remaining members of the group, the Employer shall be deemed
      to be the Plan Administrator.

13.8  Compensation

      The Plan Administrator shall perform his duties without compensation,
      provided, however, that all expenses reasonably incurred by the Plan
      Administrator, to the extent not paid by a Participating Employer, shall
      be payable as an expense of the Plan.

13.9  Allocation of Responsibilities

      Members of the group comprising the Plan Administrator may agree among
      themselves to specifically allocate or delegate specific responsibilities,
      duties or obligations to one (1) or more members of said group, in which
      event the other

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ARTICLE XIII -- Administration of the Plan                   Page  88
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------


      members of the group shall not be liable for any action taken with respect
      to such allocated responsibilities, duties or obligations to the extent
      permitted by Section 405(c) of ERISA.

13.10 Delegation to Retirement Committee

      If the Employer is designated as the Plan Administrator hereunder it may,
      at its sole discretion, make a revocable delegation of its
      responsibilities, duties, and obligations to a Retirement Committee by
      naming a committee of not less than two (2) persons who shall be set forth
      in Section I.B.6. of the Adoption Agreement. In the event a Retirement
      Committee is so designated, it shall act on behalf of the Employer as if
      each member thereof was a member of the group constituting the Plan
      Administrator and shall have all the rights and authority attendant
      thereto, except that said Retirement Committee shall act on behalf of the
      Employer which shall be formally designated as Plan Administrator.

13.11 Bonding

      The Plan Administrator shall arrange to be bonded in an amount only to the
      extent required under applicable law.

13.12 Indemnification

      The Employer shall indemnify the Plan Administrator for any expenses and
      liabilities reasonably incurred in connection with or as a result of
      performance of its duties, unless it shall be adjudged to be grossly
      negligent or guilty of willful misconduct. The Employer may provide for
      indemnification of the Plan Administrator through insurance in addition
      to, or in lieu of, its obligation to indemnify the Plan Administrator.

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ARTICLE XIII -- Administration of the Plan                   Page  89
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                        ARTICLE XIV - CLAIMS PROCEDURES

14.1  Claim for Benefits

      It is anticipated that the Plan Administrator will administer the Plan in
      such a manner as to provide benefits without requiring Participants to
      file claims, however, any Participant or Beneficiary who at any time
      believes he is entitled to payment of a benefit under the Plan may apply
      for said benefit on a form supplied by the Plan Administrator. The Plan
      Administrator may within thirty (30) days require the Participant to
      submit such additional information as the Plan Administrator deems
      necessary to determine the validity of the Participant's claim.

14.2  Disposition of Claim

      Written notice of the disposition of the claim shall be given to the
      Participant or Beneficiary within ninety (90) days after the claim for
      benefits (or any additional information requested by the Plan
      Administrator) is submitted. If the claim is denied, in whole or in part,
      the Plan Administrator shall furnish the following to the Participant or
      Beneficiary:

      a.  The specific reasons for the denial with references to the Plan,
          administrative regulations of the Plan Administrator and/or the law as
          appropriate;

      b.  A description of any additional material necessary for the Participant
          or Beneficiary to perfect his claim and why such information is
          necessary;

      c.  An explanation of the Plan's claim review procedure.

      If the Participant or Beneficiary fails to request review of a full or
      partial denial of benefits within sixty (60) days of his notice thereof,
      except as required by law, his claim shall be deemed conclusively denied.

14.3  Claims Review Procedure

      Any Participant or Beneficiary who desires further review of a claim
      denied, in whole or in part, shall file a written request for
      reconsideration with the Plan Administrator within sixty (60) days after
      receipt of a written denial. The Plan Administrator, in its sole
      discretion, may convene a hearing on reasonable notice to all parties or
      may make its decision solely based upon any written evidence submitted by
      the Participant or Beneficiary. For this purpose, the Plan Administrator
      may request such additional evidence from the Participant or Beneficiary
      as it deems necessary. The Plan Administrator shall file written notice of
      his decision concerning the review with the Participant or Beneficiary
      within sixty (60) days thereafter. Said decision shall contain the
      specific reasons for said decision, with appropriate references to the
      Plan, the law, and/or to administrative regulations set forth by the Plan
      Administrator.

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ARTICLE XIV -- Claims Procedures                             Page  90
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------


14.4  Conclusiveness of Determination

      Except as required by law, the Participant or Beneficiary shall be
      conclusively bound by the final decision rendered by the Plan
      Administrator, unless he notifies the Plan Administrator within ninety
      (90) days of his intention to commence legal proceedings and actually
      commences such legal proceedings within one hundred eighty (180) days
      after such final decision.


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ARTICLE XIV -- Claims Procedures                             Page  91
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------


                ARTICLE XV - AMENDMENT, TERMINATION AND MERGER

15.1  Employer's Right Reserved

      While it is the intention of the Employer to continue the Plan
      indefinitely and to make recurring and substantial contributions to the
      Trust Fund, pursuant to the terms of the Plan, the Employer reserves the
      right to amend, modify or terminate the Plan or to suspend contributions
      of all Participating Employers at any time, subject to the following
      limitations:

      a.  The Employer may

          i.   change the choice of options in the Adoption Agreement,

          ii.  add overriding language in the Adoption Agreement when such
               language is necessary to satisfy Section 415 or Section 416 of
               the code because of the required aggregation of multiple plans,
               and

          iii. add certain model amendments published by the Internal Revenue
               Service which specifically provide that their adoption will not
               cause the plan to be treated as individually designed. An
               Employer that amends the plan for any other reason, including a
               waiver of the minimum funding requirement under Section 412(d) of
               the code, will no longer participate in this Regional prototype
               plan and will be considered to have an individually designed
               plan.

      b.   No amendment enlarging the duties or responsibilities of the Trustees
           shall be made without their consent;

      c.   Except as specially permitted under law, no amendment, merger or
           termination shall decrease the value of the Accrued Benefit of a
           Participant or Beneficiary as of the date of execution of the
           amendment, merger or termination, or if later, 15 days after any
           required SEPPAA Notice is given;

      d.   No amendment, merger or termination shall deprive a Participant or
           Beneficiary currently receiving or entitled to receive benefits of
           any benefit so designated as of the date of execution of the
           amendment, or if later, 15 days after any required SEPPAA Notice is
           given;

      e.   No amendment, merger or termination shall provide for diversion of
           any part of the Trust Fund other than for the exclusive benefit of
           Participants or Beneficiaries, except as permitted by law.

      f.   No amendment to the Plan (including a change in the actuarial basis
           for determining optional or early retirement benefits) shall be
           effective to the extent that it has the effect of decreasing a
           Participant's Accrued Benefit. Notwithstanding the preceding
           sentence, a participant's Accrued Benefit

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ARTICLE XV -- Amendment, Termination and Merger              Page  92
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------


           may be reduced to the extent permitted under Section 412(c)(8) of the
           Code. For purposes of this paragraph, a plan amendment which has the
           effect of (1) eliminating or reducing an early retirement benefit or
           a retirement-type subsidy, or (2) eliminating an optional form of
           benefit, with respect to benefits attributable to service before the
           amendment shall be treated as reducing accrued benefits. In the case
           of a retirement-type subsidy, the preceding sentence shall apply only
           with respect to a Participant who satisfies (either before or after
           the amendment) the preamendment conditions for the subsidy. In
           general, a retirement-type subsidy is a subsidy that continues after
           retirement, but does not include a qualified disability benefit, a
           medical benefit, a social security supplement, a death benefit
           (including life insurance). Furthermore, if the vesting schedule of a
           Plan is amended, in the case of an Employee who is a Participant as
           of the later of the date such amendment is adopted or becomes
           effective, the nonforfeitable percen-tage (determined as of such
           date) of such Employee's employer-derived Accrued Benefit will not be
           less than the percentage computed under the Plan without regard to
           such amendment.

      g.   An employer that has adopted a standardized regional prototype plan
           may amend the trust or custodial account document provided such
           amendment merely involves the specifications of the names of the
           plan, employer, trustee or custodian, plan administrator and other
           fiduciaries, the trust year, or the name of any pooled trust in which
           the plan's trust will participate.

      h.   An employer that has adopted a non-standardized regional prototype
           plan will not be considered to have an individually designed plan
           merely because the employer amends administrative provisions of the
           trust or custodial account document (such as provisions relating to
           investments and duties of trustees) so long as the amended provisions
           are not in conflict with any other provision of the plan and do not
           cause the plan to fail to qualify under section 401(a) of the Code.

15.2  Amendments to Cover Additional Employers

      The Employer shall have the right, in its discretion, to amend the Plan to
      render eligible for participation hereunder the employees of any other
      organization (whether a sole proprietorship, partnership or corporation).

15.3  Effect of Terminations

      a.   Full Vesting

           All Participants affected by a full or partial termination of this
           Plan shall be one hundred percent (100%) vested in their Accrued
           Benefits to the extent funded as of the effective date of such full
           or partial termination.

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ARTICLE XV -- Amendment, Termination and Merger              Page  93
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                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      b.   Continuation of Trust

           In the event this Plan is terminated, the Employer shall instruct the
           Trustee either to:

           i.    Liquidate the Trust Fund and to pay over all monies due
                 Participants and Beneficiaries as soon as practicable
                 thereafter in accordance with the provisions of the Plan;

           ii.   continue the Trust Fund on a wasting basis to provide for the
                 payment of benefits to Participants and Beneficiaries.

15.4  Restrictions on Benefits to Highly Paid Employees

      a.   Applicability

           For the Plan Years beginning before January 1, 1992, Employer
           contributions on behalf of any of the 25 highest paid employees at
           the time the Plan is established and whose anticipated annual benefit
           exceeds $1,500 will be restricted as provided in paragraph (b) upon
           the occurrence of the following conditions:

           i.    The Plan is terminated within 10 years after its establishment,

           ii.   The benefits of such highest paid Employee become payable
                 within 10 years after the establishment of the Plan, or

           iii.  If Section 412 of the Code (without regard to Section
                 412(h)(2)) does not apply to this Plan, the benefits of such
                 employee become payable after the Plan has been in effect for
                 10 years, and the full current costs of the Plan for the first
                 10 years have not been funded.

      b.   Limitations Explained

           Employer contributions which may be used for the benefit of an
           Employee described in paragraph (a) shall not exceed the greater of
           $20,000, or 20% of the first $50,000 of the Employee's compensation
           multiplied by the number of years between the date of the
           establishment of the Plan and:

           i.   If (a)i. applies, the date of the termination of the Plan,

           ii.  If (a)ii. applies, the date the benefits become payable, or

           iii. If (a)iii. applies, the date of the failure to meet the full
                current costs.


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ARTICLE XV -- Amendment, Termination and Merger              Page  94
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      c.   Benefit Increases due to Plan Amendments

           If the Plan is amended so as to increase the benefit actually payable
           in the event of the subsequent termination of the Plan or the
           subsequent discontinuance of the contributions thereunder, then the
           provisions of the above paragraphs shall be applied to the Plan as so
           changed as if it were a new Plan established on the date of the
           change. The original group of 25 Employees (as described in (a)
           above) will continue to have the limitations in (b) apply as if the
           Plan had not been changed. The restrictions relating to the change of
           Plan should apply to benefits or funds for each of the 25 highest
           paid Employees on the effective date of the change except that such
           restrictions need not apply with respect to any Employee in this
           group for whom the normal annual pension or annuity provided by
           Employer contributions prior to that date and during the ensuing ten
           years, based on his rate of Compensation on that date, could not
           exceed $1,500.

           The Employer contributions which may be used for the benefit of the
           new group of 25 Employees will be limited to the greater of:

           i.    The Employer contributions (or funds attributable thereto)
                 which would have been applied to provide the benefits for the
                 Employee if the previous Plan had been continued without
                 change;

           ii.   $20,000; or

           iii.  The sum of

                 (1) the Employer contributions (or funds attributable thereto)
                     which would have been applied to provide benefits for the
                     Employee under the previous Plan if it had been terminated
                     the day before the effective date of change, and

                 (2) an amount computed by multiplying the number of years for
                     which the current costs of the Plan after that date are met
                     by 20 percent of his annual Compensation, or $10,000,
                     whichever is smaller.

      d.   Special Limitations for Restricted Employee

           Notwithstanding the above limitations, the following limitations will
           apply if they would result in a greater amount of Employer
           contributions to be used for the benefit of the restricted Employee:

           i.    In the case of a Substantial Owner (as defined in Section
                 4022(b)(5) of ERISA), a dollar amount which equals the present
                 value of the benefit guaranteed for such employee under Section
                 4022 of ERISA, or if the Plan has not terminated, the present
                 value of the benefit that would be guaranteed if the Plan
                 terminated on the date the benefit commences,

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ARTICLE XV -- Amendment, Termination and Merger              Page  95
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

                 determined in accordance with regulations of the Pension
                 Benefit Guaranty Corporation (PBGC); and

           ii.   In the case of the other restricted Employees, a dollar amount
                 which equals the present value of the maximum benefit described
                 in Section 4022(b)(3)(B) of ERISA (determined on the earlier of
                 the date the Plan terminates or the date benefits commence, and
                 determined in accordance with regulations of PBGC) without
                 regard to any other limitations in Section 4022 of ERISA.

      e.   Benefit Must Be Nondiscriminatory Per IRC 401(a)(4)

           In the event of Plan termination, the benefit of any Highly
           Compensated active or former Employee is limited to a benefit that is
           nondiscriminatory under Section 401(a)(4).

           For Plan Years beginning on or after January 1, 1992, benefits
           distributed to any of the 25 most Highly Compensated active and
           former Highly Compensated Employees are restricted such that the
           annual payments are no greater than an amount equal to the payment
           that would be made on behalf of the Employee under a single life
           annuity that is the actuarial equivalent of the sum of the Employee's
           Accrued Benefit and the Employee's other benefits under the Plan.

           The preceding paragraph shall not apply if:

           i.    after payment of the benefit to an Employee described in the
                 preceding paragraph, the value of Plan assets equals or exceeds
                 110% of the value of current liabilities, as defined in Section
                 412(l)(7), or

           ii.   the value of the benefits for an employee described above is
                 less than 1% of the value of current liabilities.

           For purposes of this Section, benefit includes loans in excess of the
           amount set forth in Section 72(p)(2)(A), any periodic income, any
           withdrawal values payable to a living employee, and any death
           benefits not provided for by insurance on the Employee's life.

15.5  Allocation Upon Termination of Trust

      a.   In the event this Plan is terminated during such time that it is a
           "covered" plan within the meaning of Section 4021 of ERISA, the Plan
           Administrator shall file ten (10) days advance notice with the
           Pension Benefit Guaranty Corporation. Upon issuance of a notice of
           insufficiency (as provided in Section 4041(b) of ERISA) or upon
           issuance of court order permitting allocation or distribution of Plan
           assets, said assets shall be allocated in the following manner after
           all expenses of the Trust Fund have first been paid:


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ARTICLE XV -- Amendment, Termination and Merger              Page  96
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

           STEP ONE:  To that portion of each Participant's Accrued Benefit
           which is derived from the Participant's contributions which were not
           mandatory contributions. Contributions made by a Participant to
           restore distributions received from this Plan shall not be considered
           Participant contributions for this purpose.

           STEP TWO:  To that portion of a Participant's Accrued Benefit which
           is derived from a Participant's mandatory contributions, if any.

           STEP THREE:  In case of benefits payable as an annuity:

           i.    In case of the benefit of a Participant or Beneficiary which
                 was in pay status as of the beginning of the three (3) year
                 period ending on the termination date of the Plan (for purposes
                 of Section 4048 of ERISA), to each such benefit based on the
                 provisions of the Plan (or a prior plan) as in effect during
                 the five (5) year period ending on the termination date under
                 which such benefit would be smallest; and

           ii.   In case of a Participant's or Beneficiary's benefit not
                 described in subsection (a) above, which would have been in pay
                 status as of the beginning of such three (3) year period if the
                 Participant had retired prior to the beginning of the three (3)
                 year period if his benefits had commenced in the normal form
                 (as provided in Article IV hereof) as of the beginning of such
                 three (3) year period, to each such benefit based on the
                 provisions of the Plan as in effect during the five (5) year
                 period ending on the termination date, under which benefits
                 would be the least.

           STEP FOUR:

           i.    To all other benefits, if any, of Participants guaranteed under
                 this title determined without regard to Section 4022(b)(5) of
                 ERISA; and

           ii.   To the additional benefits, if any, which would be determined
                 under subparagraph (i) if Section 4022(b)(6) of ERISA did not
                 apply.

           STEP FIVE:  To all other nonforfeitable benefits under this Plan
           (determined without regard to nonforfeitability requirements) which
           may be imposed by virtue of the Plan termination.

           STEP SIX:  To all other benefits under the Plan.

      b.   If the assets available for allocation under any priority category
           (other than the Fifth or Sixth categories) are insufficient to
           satisfy the benefits of all Participants and Beneficiaries, said
           assets shall be allocated on a pro-rate basis as the basis of each
           Participant's present value of Accrued Benefits as of the date of
           termination (as determined under Article IV hereof);

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ARTICLE XV -- Amendment, Termination and Merger              Page  97
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                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------

      c.   If any assets of the Plan which are attributable to Participant
           contributions (other than contributions made to restore previously
           distributed benefits) remain after all liabilities of the Plan are
           satisfied, said assets shall be equitably allocated among the
           Participants (or their Beneficiaries) who made said contributions:

      d.   Any assets of the Plan which remain after allocations are made in
           accordance with this section 15.5, and after all liabilities of the
           Plan are satisfied, shall be distributed in accordance with 
           Section IV.E. of the Adoption Agreement.

15.6  Merger and Consolidation

      In the event that this Plan is merged, consolidated with, or transfers its
      assets and/or liabilities to another plan, each Participant shall be
      entitled to a benefit (if the surviving plan was then terminated
      immediately after the merger, consolidation or transfer) which is equal to
      or greater than the benefit said Participant would be entitled to if this
      Plan was terminated immediately before said merger, consolidation or
      transfer.

15.7  Withdrawal of a Participating Employer

      A Participating Employer may at any time withdraw from participation in
      the Plan and Trust upon certification by the Employer, the Plan
      Administrator and the Trustees that such Participating Employer intends to
      continue the Plan and Trust as a separate plan and trust for its
      employees. In such event, the Plan Administrator shall determine the
      amounts credited or creditable to the Account of each of the Participants
      or their Beneficiaries in that Participating Employer of the Trust Fund
      allocable to the employees of such Participating Employer and shall direct
      the Trustees to deliver any such amounts, in cash or in kind, to the
      trustee or trustees of such separate plan and trust. A withdrawing
      Employer that does not adopt another Regional prototype plan is considered
      to have an individually designed plan. Prior to any such delivery, the
      withdrawing Participating Employer shall certify that such separate plan
      and trust meets the applicable requirements of Section 401(a) of the Code.
      The Plan Administrator and the Trustees shall be entitled to rely
      conclusively upon any certification made by a Participating Employer
      pursuant to this Section 15.7.

15.8  Failure to Attain Qualification

      If the Employer's plan fails to attain or retain qualification, such plan
      will no longer participate in this Regional prototype plan and will be
      considered an individually designed plan.

15.9  Amendment by Sponsoring Organization

      The sponsor may amend any part of the plan. In the case of the mass
      submitter, the mass submitter shall amend the plan on behalf of the
      sponsor.

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15.10 Dissolution of All Participating Employers

      In the event that all remaining Participating Employers dissolve for any
      reason (except by virtue of acquisition of said Participating Employers'
      assets by another company which assumes all liabilities and obligations
      hereunder), such dissolution shall be deemed a termination hereunder.


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ARTICLE XV -- Amendment, Termination and Merger              Page  99
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                    ARTICLE XVI - MISCELLANEOUS PROVISIONS

16.1  Controlling State Law

      To the extent not preempted by federal law, this Plan shall be construed
      and enforced according to the laws of the State set forth in Section IV.C.
      of the Adoption Agreement.

16.2  Disputes

      If a dispute arises as to the proper recipient of any payment or delivery
      of any Policies, the Trustee in its sole discretion, may withhold such
      payment or delivery until the dispute is settled by the parties concerned
      or final adjudication by a court of competent jurisdiction.

16.3  Gender and Number

      Except as otherwise clearly indicated by the context, words in the
      masculine gender shall be deemed to include the feminine gender and vice
      versa. Words in the singular form shall be deemed to include the plural
      form and vice versa.

16.4  Headings and Subheadings

      The titles, headings and subheadings in this Plan are inserted for
      administrative convenience only and shall not be considered in the
      construction of any of the Plan provisions.

16.5  Heirs, Assigns and Representatives

      This Plan and its terms shall be binding and conclusive upon the heirs,
      executors, administrators, successors and assigns of all the parties
      hereto including each Participant and Beneficiary.

16.6  No Contract of Employment

      Neither participation in the Plan, establishment of the Plan or any
      modification thereof, creation of any account or fund (whether
      nonforfeitable), nor payment of any benefit shall give any Participant or
      Employee the right to be retained in the employ of any Participating
      Employer.

16.7  Treatment of Owner-Employees Under the Plan

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

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ARTICLE XVI -- Miscellaneous Provisions                      Page  100
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      If the plan provides contributions or benefits for one or more Owner-
      Employees who control one or more other trades or businesses, the
      employees of the other trades or businesses must be included in a plan
      which satisfies Sections 401(a) and (d) and which provides contributions
      and benefits not less favorable than provided for Owner-Employees under
      this Plan.

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

      For purposes of the preceding paragraphs, an owner-employee, or two or
      more owner-employees, will be considered to control a trade or business if
      the owner-employee, or two or more owner-employees together:

      a. own the entire interest in a unincorporated trade or business, or

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

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

16.8  Non-Alienation of Benefits

      (a) Except as otherwise provided in subsections (b) and (c) hereof, none
          of the payments, benefits or rights of any Participant shall be
          subject to the claim of any creditor, and shall not be subject to
          attachment, garnishment, trustee's process, or any other legal process
          available to any creditor of such Participant.

      (b) No Participant or Beneficiary shall have the right to alienate,
          anticipate, commute, pledge, encumber or assign any of the benefits or
          payments which he may expect to receive under the terms of this Plan,
          except that a loan to a Participant form the Trust Fund, to the extent
          permitted hereunder, shall not be considered an alienation of
          benefits. The Trustee shall have a lien upon the borrower's Account to
          the extent of the entire unpaid amount of said loan plus collection
          costs and interest.

      (c) Distributions to an Alternate Payee(s) pursuant to a Qualified
          Domestic Relations Order which provides for the creation, assignment
          or recognition of a right to any benefit payable with respect to a
          Participant hereunder shall be made in accordance with administrative
          regulations adopted by the Plan Administrator in accordance with
          Article XII hereof.

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16.9  Notices and Deliveries

      All notices hereunder shall be made in writing. Any notices or deliveries
      to the Trustee, Plan Administrator or any Participating Employer shall be
      directed to the address set forth in Section I.B.A. of the Adoption
      Agreement.

16.10 Payments to Persons under Legal Disability

      Any benefit payable to or for the benefit of any person under a legal
      disability, including, without limitation, minority or incompetency, shall
      be paid to said person's legal guardian.

16.11 Severability of Provisions

      If any provision or portion of a provision of this Plan is held to be
      invalid or unenforceable, such invalidity or unenforceability shall not
      affect the balance of the Plan. The Plan shall be construed and enforced
      as if such provisions had not been included, provided, however, this Plan
      shall be reformed only to the extent necessary so that it complies with
      applicable law.

16.12 Service of Process

      The Employer and each Trustee is designated as a party for service of
      legal process.

16.13 Title to Trust Assets

      No Participant or Beneficiary shall have any right to, or interest in, any
      assets of the Trust Fund other than as provided under the terms of this
      Plan. All payments of benefits shall be made from the Trust Fund and no
      claim shall be made upon the Employer or any other person for such
      payments.

16.14 Inalienability of benefits

      No benefit or interest available hereunder will be subject to assignment
      or alienation, either voluntarily or involuntarily. The preceding sentence
      shall also apply to the creation, assignment, or recognition of a right to
      any benefit payable with respect to a participant pursuant to a domestic
      relations order, unless such order is determined to be a qualified
      domestic relations order, as defined in section 414(p) of the Code, or any
      domestic relations order entered before January 1, 1985.

16.15 Exclusive Benefit

      The corpus or income of the trust may not be diverted to or used for other
      than the exclusive benefit of the participant or their beneficiaries.

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16.16 Failure of Qualification

      If the Employer's plan fails to attain or retain qualification, such plan
      will no longer participate in this Regional Prototype Plan and will be
      considered an individually designed plan.

16.17 Control of Trades or Businesses by Owner-employees

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

16.18 Segregated 414(k) Account

      If Option III.C.2.c or III.C.2.d is elected, then upon reaching his Normal
      Retirement Date or upon the date of Plan termination, a Participant may
      elect to have the lump sum amount which is the actuarial equivalent of his
      Accrued Benefit segregated in accordance with IRC Section 414(k). The
      Participant's Segregated 414(k) Account shall be treated as a defined
      contribution account and shall thereafter be credited with its
      proportionate share of the gains and losses of the Trust Fund. At the
      Participant's election, the value of his Segregated 414(k) Account may be
      separated from the other assets of the trust and invested at the
      Participant's direction, in which case the Segregated 414(k) Account shall
      no longer be credited with any of the gains and losses of the Trust Fund,
      but only with the gains and losses of the self directed account. A
      Participant's Late Retirement Benefit at any point in time is equal to the
      value of the Participant's Segregated 414(k) Account (determined on an
      actuarially equivalent basis if paid in the form of an annuity). The lump
      sum amount which is the actuarial equivalent of any benefits accrued by
      the Participant after Normal Retirement Date due to additional service or
      compensation which exceed the actuarial equivalent of his Normal
      Retirement Benefit shall also be segregated and added to the Participant's
      Segregated 414(k) Account. When determining the amount that can be
      segregated in a Participant's Segregated 414(k) Account, the defined
      benefit limitations of IRC Section 415(b) and 415(e) shall apply. However,
      upon establishment of the Segregated 414(k) Account, the defined benefit
      limitations of IRC Section 415(b) and 415(e) shall not thereafter apply to
      such account.

16.19 Segregated 414(k) Account on Plan Termination

      If Option IV.E.2. is elected, then as of the termination date of the Plan,
      the lump sum amount which is the actuarial equivalent of each
      Participant's Accrued Benefit shall be treated as segregated in accordance
      with Section 414(k) of the Code. The Participant's segregated 414(k)
      Account shall be treated as a Defined Contribution account and shall
      thereafter be credited with it's proportionate share of the gains and
      losses of the Trust Fund. When determining the amount

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ARTICLE XVI -- Miscellaneous Provisions                      Page  103
<PAGE>
 
                   Basic Plan Document #03 - Defined Benefit
                   -----------------------------------------


      that is segregated in a Participant's Segregated 414(k) Account, the
      Defined Benefit limitations of Section 415(b) and 415(e) of the Code shall
      apply. However upon establishment of the Segregated 414(k) Account, the
      Defined Benefit limitations of Section 415(b) and 415(e) shall not
      thereafter apply to such account.



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ARTICLE XVI -- Miscellaneous Provisions                      Page  104