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                                                                    Exhibit 4(c)

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Flexible Nonstandardized Safe Harbor 401(k) Profit Sharing Plan
ADOPTION AGREEMENT
====================================================================================================================================
                                                   SECTION 1. EMPLOYER INFORMATION
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Name of Employer CAMCO FINANCIAL CORPORATION
                 -------------------------------------------------------------------------------------------------------------------

Address           6901 GLENN HIGHWAY
        ----------------------------------------------------------------------------------------------------------------------------

City              CAMBRIDGE                             State                   OH                 Zip    43725-9757
     -------------------------------------------------        -----------------------------------      -----------------------------

Telephone         740-435-2020               Employer's Federal Tax Identification Number        51-0110823
          ----------------------------------                                              ------------------------------------------

Type of Business (Check only one)   [ ] Sole Proprietorship    [ ] Partnership    [X]  C Corporation   [ ] S Corporation

[ ]  Other (Specify)
                    ----------------------------------------------------------------------------------------------------------------

[X]  Check here if Related Employers may participate in this Plan and attach a Related Employer Participation Agreement for each
     Related Employer who will participate in this Plan.

Business Code
              ----------------------

Name of Plan CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN
             -----------------------------------------------------------------------------------------------------------------------

Name of Trust (if different from Plan name)
                                            ----------------------------------------------------------------------------------------

Plan  Sequence  Number 002   Enter 001 if this is the first  qualified  plan the  Employer has ever  maintained,  enter 002
                       ----- if it is the second, etc.)

Trust Identification Number (if applicable)    31-1376398                               Account Number (optional)  60275
                                             --------------------------                                           ---------

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                                                       SECTION 2. EFFECTIVE DATES
                                                         Complete Parts A and B
------------------------------------------------------------------------------------------------------------------------------------

PART A.          GENERAL EFFECTIVE DATES (Check and Complete Option 1 or 2):
                 OPTION 1: [ ]   This is the initial adoption of a profit sharing plan by the Employer.
                                 The Effective Date of this Plan is
                                                                    ----------------------------
                                 NOTE: The effective date is usually the first day of the Plan Year in which this Adoption Agreement
                                 is signed.
                 OPTION 2: [X]   This is an amendment and restatement of an existing profit sharing plan (a Prior Plan).
                                 The Prior Plan is initially effective on 11-16-1987.
                                                                         --------------------------
                                 The Effective Date of this amendment and restatement is 11-01-2001 .
                                 NOTE: The effective date is usually the first day of the Plan Year in which this Adoption Agreement
                                 is signed.

PART B.          COMMENCEMENT OF ELECTIVE DEFERRALS:

                 Elective Deferrals may commence on                   .
                                                    ------------------
                 NOTE: This date may be no earlier than the date this Adoption  Agreement is signed because Elective Deferrals
                 cannot be made retroactively.

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                                                    SECTION 3. RELEVANT TIME PERIODS
                                                       Complete Parts A through C
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PART A.          EMPLOYER'S FISCAL YEAR:

                 The Employer's fiscal year ends (Specify month and date)     12-31
                                                                         --------------
PART B.          PLAN YEAR MEANS:
                 OPTION 1: [ ]   The 12-consecutive month period which coincides with the Employer's fiscal year.
                 OPTION 2: [X]   The calendar year.
                 OPTION 3: [ ]   Other 12-consecutive month period (Specify)
                 NOTE: If no option is selected, Option 1 will be deemed to be selected.
                 If the initial Plan Year is less than 12 months (a short Plan Year) specify such Plan year's beginning and ending
                 dates.
                 -------------------------------------------------------------------------------------------------------------------
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PART C.          LIMITATION YEAR MEANS:
                 OPTION 1: [ ]   The Plan Year.
                 OPTION 2: [X]   The calendar year.
                 OPTION 3: [ ]   Other 12-consecutive month period (Specify)
                 NOTE: If no option is selected, Option 1 will be deemed to be selected.

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                                                 SECTION 4. ELIGIBILITY REQUIREMENTS
                                                     Complete Parts A through G
------------------------------------------------------------------------------------------------------------------------------------

PART A.          YEARS OF ELIGIBILITY SERVICE REQUIREMENT:
                 1.    ELECTIVE DEFERRALS.
                       An Employee will be eligible to become a Contribution Participant in the Plan (and thus be eligible to make
                       Elective Deferrals) and receive Matching Contributions (including Qualified Matching contributions, if
                       applicable) after completing   1   (enter 0, 1 or any fraction less than 1) Years of Eligibility Service.
                                                    -----

                 2.    EMPLOYER PROFIT SHARING CONTRIBUTIONS.
                       An Employee will be eligible to become a Participant in the Plan for purposes of receiving an allocation of
                       any Employer Profit Sharing Contribution made pursuant to Section 10 of the Adoption Agreement after
                       completing   1   (enter 0, 1, 2 or any fraction less than 2) Years of Eligibility Service.
                                  -----

                 NOTE: If more than 1 year is selected for Item 2, the immediate 100% vesting schedule of Section 12 will
                 automatically apply for contributions described in such item. If either item is left blank, the years of
                 Eligibility Service required for such item will be deemed to be 0. If a fraction is selected, an Employee will not
                 be required to complete any specified number of Hours of Service to receive credit for a fractional year. If a
                 single Entry Date is selected in Section 4, part G for an item, the Years of Eligibility Service required for such
                 item cannot exceed 1.5 (.5 for Elective Deferrals).

PART B.          AGE REQUIREMENT:

                 1.    ELECTIVE DEFERRALS.

                       An Employee will be eligible to become a Contribution Participant (and thus be eligible to make Elective
                       Deferrals) and receive Matching Contributions (including Qualified Matching Contributions, if applicable)
                       after attaining age   0   (no more than 21).
                                           -----

                 2.    EMPLOYER PROFIT SHARING CONTRIBUTIONS.
                       An Employee will be eligible to become a Participant in the Plan for purposes of receiving an allocation of
                       any Employer Profit Sharing Contribution made pursuant to Section 10 of the Adoption Agreement after
                       attaining age   0  (no more than 21).
                                     -----

                       NOTE: If either of the above items in this Section 4, Part B is left blank, it will be deemed there is no age
                       requirement for such item. If a single Entry Date is selected in Section 4, Part G for an item, no age
                       requirement can exceed 20.5 for such item.

PART C.           EMPLOYEES EMPLOYED AS OF EFFECTIVE DATE:

                  Will all Employees employed as of the Effective Date of this Plan who have not otherwise met the requirements of
                  Part A or Part B above be considered to have met those requirements as of the Effective Date? Yes No
                  NOTE: If a box is not checked in this Section 4, Part C, "No" will be deemed to be selected.

PART D.           EXCLUSION OF CERTAIN CLASSES OF EMPLOYEES:

                  All Employees will be eligible to become Participants in the Plan except:

                  a.  [ ]   Those Employees included in a unit of Employees covered by a collective bargaining agreement between the
                            Employer and Employee representatives, if retirement benefits were the subject of good faith bargaining
                            and if two percent or less of the Employees who are covered pursuant to that agreement are professionals
                            as defined in Section 1.410(b)-9 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.  [ ]   Those Employees who are non-resident aliens (within the meaning of Section 7701(b)(1)(B) of the Code)
                            and who received no earned income (within the meaning of Section 911(d)(2) of the Code) from the
                            Employer which constitutes income from sources within the United States (within the meaning of Section
                            861(a)(3) of the Code).

                  c.  [ ]   Those Employees of a Related Employer that has not executed a Related Employer Participation Agreement.

                  d.  [ ]   Other (Define)
                                           ----------------------------------------------------------------------------------------
                            -------------------------------------------------------------------------------------------------------
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PART E.          ELECTION NOT TO PARTICIPATE:

                 May an Employee or a participant elect not to participate in this Plan pursuant to Section 2.08 of the Plan?

                 OPTION 1: [ ] Yes.
                 OPTION 2: [X] No.
                 NOTE:  If no option is selected, Option 2 will be deemed to be selected.

PART F.           HOURS REQUIRED FOR ELIGIBILITY PURPOSES:
                  1.   1000    Hours of Service (no more than 1,000) shall be required to constitute a Year of Eligibility Service.
                      ------

                 2.     500    Hours of Service (no more than 500 but less than the number specified in Section 4, Part F,
                      ------   Item 1, above) must be exceeded to avoid a Break in Eligibility Service.

                 3.    For purposes of determining Years of Eligibility Service, Employees shall be given credit for Hours of
                       Service with the following predecessor employer(s):  (Complete if applicable)

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

PART G.          ENTRY DATES:
                 The Entry Dates for participation shall be (Choose one):

                 OPTION 1: [ ] The first day of the Plan Year and the first day of the seventh month of the Plan Year.
                 OPTION 2: [X] Other (Specify)  FIRST DAY OF THE QUARTER COINCIDING WITH OR NEXT FOLLOWING THE DATE ON WHICH
                                                ----------------------------------------------------------------------------
                                                EMPLOYEE SATISFIES ELIGIBILITY REQUIREMENTS.
                                                ----------------------------------------------------------------------------

                 NOTE: If no option is selected, Option 1 will be deemed to be selected. Option 2 can be selected only if the
                 eligibility requirements and Entry Dates are coordinated such that each Employee will become a Participant in the
                 Plan no later than the earlier of: (1) the first day of the Plan Year beginning after the date the Employee
                 satisfies the age and service requirements of Section 410(a) of the Code; or (2) 6 months after the date the
                 Employee satisfies such requirements.


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                                              SECTION 5. METHOD OF DETERMINING SERVICE
                                                        Complete Part A or B
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PART A.          HOURS OF SERVICE EQUIVALENCIES:

                 Services will be determined on the basis of the method selected below. Only one method may be selected. The method
                 selected will be applied to all Employees covered under the Plan. (Choose one):

                 OPTION 1: [X] On the basis of actual hours for which an Employee is paid or entitled to payment.

                 OPTION 2: [ ] On the basis of days worked. An Employee will be credited with 10 Hours of Service if under Section
                               1.24 of the Plan such Employee would be credited with at least 1 Hour of Service during the day.

                 OPTION 3: [ ] On the basis of weeks worked. An Employee will be credited with 45 Hours of Service if under Section
                               1.24 of the Plan such Employee would be credited with at least 1 Hour of Service during the week.

                 OPTION 4: [ ] On the basis of months worked. An Employee will be credited with 190 Hours of Service if under
                               Section 1.24 of the Plan such Employee would be credited with at least 1 Hour of Service during the
                               month.

                 NOTE: If no option is selected, Option 1 will be deemed to be selected. This Section 5, Part A will not apply if
                 the Elapsed Time method of Section 5, Part B is selected.

PART B.          ELAPSED TIME METHOD:

                 In lieu of tracking Hours of Service of Employees, will the elapsed time method described in Section 2.07 of the
                 Plan be used? (Choose one)

                 OPTION 1: [ ] No.

                 OPTION 2: [ ] Yes.

                 NOTE:  If no option is selected, Option 1 will be deemed to be selected.
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                                                    SECTION 6. ELECTIVE DEFERRALS
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PART A.          AUTHORIZATION OF ELECTIVE DEFERRALS:

                 Will Elective Deferrals be permitted under this Plan?  (Choose one)

                 OPTION 1: [X]   Yes.

                 OPTION 2: [ ]   No.

                 NOTE: If no option is selected, Option 1 will be deemed to be selected. Complete the remainder of Section 6 only if
                 Option 1 is selected.

PART B.          LIMITS ON ELECTIVE DEFERRALS:

                 If Elective Deferrals are permitted under the Plan, a Contributing Participant may elect under a salary reduction
                 agreement to have his or her Compensation reduced by an amount as described below: (Choose one):

                 OPTION 1: [X]  An amount equal to a percentage of the Contributing Participant's Compensation from   1  % to
                                    15  % in increments of   1  %.                                                  -----
                                  -----                    -----

                 OPTION 2: [ ]  An amount of the Contribution Participant's Compensation not less than                     and not
                                 more than                            .                               ------------------
                                           ---------------------------

                 The amount of such reduction shall be contributed to the Plan by the Employer on behalf of the Contributing
                 Participant. For any taxable year, a Contributing Participant's Elective Deferrals shall not exceed the limit
                 contained in Section 402(g) of the Code in effect at the beginning of such taxable year.

PART C.          ELECTIVE DEFERRALS BASED ON BONUSES:

                 Instead of or in addition to making Elective Deferrals through payroll deduction, may a Contributing Participant
                 elect to contribute to the Plan, as an Elective Deferral, part or all of a bonus rather than receive such bonus in
                 cash? (Choose one)

                 OPTION 1: [ ]   Yes.

                 OPTION 2: [X]   No.

                 NOTE:  If no option is selected, Option 2 will be deemed to be selected.

PART D.          RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE DEFERRALS:

                 A Participant who ceases Elective Deferrals by revoking a salary reduction agreement may return as a Contributing
                 Participant as of such times established by the Plan Administrator in a uniform and nondiscriminatory manner.

PART E.          CHANGING ELECTIVE DEFERRAL AMOUNTS:

                 A Contributing Participant may modify a salary reduction agreement to prospectively increase or decrease the amount
                 of his or her Elective Deferrals as of such times established by the Plan Administrator in a uniform and
                 nondiscriminatory manner.

PART F.          CLAIMING EXCESS ELECTIVE DEFERRALS:

                 Participants who claim Excess Elective Deferrals for the preceding calendar year must submit their claims in
                 writing to the Plan Administrator by (Choose one):

                 OPTION 1: [X]   March 1.

                 OPTION 2: [ ]   Other (Specify a date not later than April 15)
                                                                               ------------------------------------

                 NOTE:  If no option is selected, Option 1 will be deemed to be selected.
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                                                   SECTION 7. MATCHING CONTRIBUTIONS
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PART A.          AUTHORIZATION OF MATCHING CONTRIBUTIONS:

                 Will the Employer make Matching Contributions to the Plan on behalf of Qualifying Contributing Participants?
                 (Choose one)

                 OPTION 1: [X]  Yes, but only with respect to a Contributing Participant's Elective Deferrals.

                 OPTION 2: [ ]  Yes, but only with respect to a Participant's Nondeductible Employee Contributions.

                 OPTION 3: [ ]  Yes, with respect to both Elective Deferrals and Nondeductible Employee Contributions.

                 OPTION 4: [ ]  No.

                 NOTE: If no option is selected, Option 4 will be deemed to be selected. Complete the remainder of Section 7 only
                       if Option 1, 2 or 3 is selected.

PART B.          MATCHING CONTRIBUTION FORMULA:

                 If the Employer will make Matching Contributions, then the amount of such Matching Contributions made on behalf of
                 a Qualifying Contributing Participant each Plan year shall be (Choose one):

                 OPTION 1: [ ]  An amount equal to     % of such Contributing Participant's Elective Deferral (and/or Nondeductible
                                Employee Contribution, if applicable).

                 OPTION 2: [X]  An amount equal to the sum of 100 % of the portion of such Contributing Participant's Elective
                                Deferral (and/or Nondeductible Employee Contribution, if applicable) which does not exceed 3 % of
                                the Contributing Participant's Compensation plus 50 % of the portion of such Contributing
                                Participant's Elective Deferral (and/or Nondeductible Employee Contribution, if applicable) which
                                exceeds 3 % of the Contributing Participant's Compensation.

                 OPTION 3: [ ]  Such amount, if any, equal to that percentage of each Contributing participant's Elective Deferral
                                (and/or Nondeductible Employee Contribution, if applicable) which the Employer, in its sole
                                discretion, determines from year to year.

                 OPTION 4: [ ]  Other Formula. (Specify)
                                                         -------------------------------------------------------------------------
                                                         -------------------------------------------------------------------------

                 NOTE: If Option 4 is selected, the formula specified can only allow Matching Contributions to be made with respect
                 to a Contributing Participant's Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable).

PART C.          LIMIT ON MATCHING CONTRIBUTIONS:

                 Notwithstanding the Matching Contribution formula specified above, no Matching Contribution will be made with
                 respect to a Contributing Participant's Elective Deferrals (and/or Nondeductible Employee Contributions, if
                 applicable) in excess of        or 5 % of such Contributing Participant's Compensation.
                                          ------
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PART D.          QUALIFYING CONTRIBUTING PARTICIPANTS:

                 A Contributing Participant who satisfies the eligibility requirements described in Section 4 will be a Qualifying
                 Contributing Participant and thus entitled to share in Matching Contributions for any Plan year only if the
                 Participant is a Contributing Participant and satisfies the following additional conditions (Check one or more
                 Options):

                 OPTION 1:  [X] No Additional Conditions.

                 OPTION 2:  [ ] Hours of Service Requirement.  The Contributing Participant completes at least __________ Hours of
                                Service during the Plan Year.  However, this condition will be waived for the following reasons
                                (Check at least one):

                                [ ] The Contributing Participant's Death.
                                [ ] The Contributing Participant's Termination of Employment after having incurred a Disability.
                                [ ] The Contributing Participant's Termination of Employment after having reached Normal Retirement
                                    Age.
                                [ ] This condition will not be waived.

                 OPTION 3:  [ ] Last Day Requirement.  The Participant is an Employee of the Employer on the last day of the Plan
                                Year. However, this condition will be waived for the following reasons (Check at least one):

                                [ ] The Contributing Participant's Death.
                                [ ] The Contributing Participant's Termination of Employment after having incurred a Disability.
                                [ ] The Contributing Participant's Termination of Employment after having reached Normal Retirement
                                    Age.
                                [ ] This condition will not be waived.

                 NOTE: If no option is selected, Option 1 will be deemed to be selected.


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                                            SECTION 8. QUALIFIED NONELECTIVE CONTRIBUTIONS
------------------------------------------------------------------------------------------------------------------------------------

PART A.          AUTHORIZATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS:

                 Will the Employer make Qualified Nonelective Contributions to the Plan?  (Choose one)

                 OPTION 1: [ ]  Yes

                 OPTION 2: [X]  No.

                 If the Employer elects to make Qualified Nonelective Contributions, then the amount, if any, of such contribution
                 to the Plan for each Plan year shall be an amount determined by the Employer.

                 NOTE:  If no option is selected, Option 1 will be deemed to be selected.  Complete the remainder of Section 8 only
                        if Option 1 is selected.

PART B.          PARTICIPANTS ENTITLED TO QUALIFIED NONELECTIVE CONTRIBUTIONS:

                 Allocations of Qualified Nonelective Contributions shall be made to the Individual Accounts of (Choose one):

                 OPTION 1: [ ]  Only Participants who are not Highly Compensated Employees.

                 OPTION 2: [ ]  All Participants.

                 NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART C.          ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS:

                 Allocation of Qualified Nonelective Contributions to Participants entitled thereto shall be made (Choose one):

                 OPTION 1: [ ]  In the ratio which each Participant's Compensation for the Plan year bears to the total Compensation
                                of all Participants for such Plan year.

                 OPTION 2: [ ]  In the ratio which each participant's Compensation not in excess of ______ for the Plan Year bears
                                to the total Compensation of all Participants not in excess of ______ for such Plan Year.

                 NOTE:  If no option is selected, Option 1 will be deemed to be selected.
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                                              SECTION 9. QUALIFIED MATCHING CONTRIBUTIONS
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PART A.          AUTHORIZATION OF QUALIFIED MATCHING CONTRIBUTIONS:

                 Will the Employer make Qualified Matching Contributions to the Plan on behalf of Qualifying Contributing
                 Participants? (Choose One)

                 OPTION 1: [ ] Yes, but only with respect to a Contributing Participant's Elective Deferrals.

                 OPTION 2: [ ] Yes, but only with respect to a Participant's Nondeductible Employee Contributions.

                 OPTION 3: [ ] Yes, with respect to Elective Deferrals and Nondeductible Employee Contributions.

                 OPTION 4: [X] No.

                 NOTE:  If no option is selected, Option 3 will be deemed to be selected.  Complete the remainder of Section 9 only
                        if Option 1, 2 or 3 is selected.

PART B.          QUALIFIED MATCHING CONTRIBUTION FORMULA:

                 If the Employer will make Qualified Matching Contributions, then the amount of such Qualified Matching
                 Contributions made on behalf of a Qualifying Contributing Participant each Plan year shall be (Choose one):

                 OPTION 1: [ ] An amount equal to ______% of such Contributing Participant's Elective Deferral (and/or Nondeductible
                               Employee contribution, if applicable).

                 OPTION 2: [ ] An amount equal to the sum of ______% of the portion of such Contributing Participant's Elective
                               Deferral (and/or Nondeductible Employee Contribution, if applicable) which does not exceed ______% of
                               the Contributing Participant's Compensation plus ______% of the portion of such Contributing
                               Participant's Elective Deferral (and/or Nondeductible Employee Contribution, if applicable) which
                               exceeds ______% of the Contributing Participant's Compensation.

                 OPTION 3: [ ] Such amount, if any, as determined by the Employer in its sole discretion, equal to that percentage
                               of the Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) of each
                               Contributing Participant entitled thereto which would be sufficient to cause the Plan to satisfy the
                               Actual Contribution Percentage tests (described in Section 11.402 of the Plan) for the Plan Year.

                 OPTION 4: [ ] Other Formula (Specify)
                                                      -----------------------------------------------------------------------------
                                                      -----------------------------------------------------------------------------

                 NOTE:  If no option is selected, Option 3 will be deemed to be selected.

PART C.          PARTICIPANTS ENTITLED TO QUALIFIED MATCHING CONTRIBUTIONS:

                               Qualified Matching Contributions, if made to the Plan, will be made on behalf of (Choose one):

                 OPTION 1: [ ] Only Contributing Participants who make Elective Deferrals who are not Highly Compensated Employees.

                 OPTION 2: [ ] All Contributing Participants who make Elective Deferrals.

                 NOTE:  If no option is selected, Option 1 will be deemed to be selected.

PART D.          LIMIT ON QUALIFIED MATCHING CONTRIBUTIONS:

                 Notwithstanding the Qualified Matching Contribution formula specified above, the Employer will not match a
                 Contributing Participant's Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) in excess
                 of _____ or _____ % of such Contributing Participant's Compensation.


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                                           SECTION 10. EMPLOYER PROFIT SHARING CONTRIBUTIONS
                                                       Complete Parts A, B and C
------------------------------------------------------------------------------------------------------------------------------------

PART A.          CONTRIBUTION FORMULA:
                 For each Plan Year the Employer will contribute an Amount to be determined from year to year.

PART B.          ALLOCATION FORMULA (Choose One):

                 OPTION 1: [X] Pro Rata Formula. Employer Profit Sharing Contributions shall be allocated to the Individual Accounts
                               of Qualifying Participants in the ratio that each Qualifying Participant's Compensation for the Plan
                               Year bears to the total Compensation of all Qualifying Participants for the Plan Year.

                 OPTION 2: [ ] Integrated Formula. Employer Profit Sharing Contributions shall be allocated as follows (Start with
                               Step 3 if this Plan is not a Top-Heavy Plan):

                               Step 1. Employer Profit Sharing Contributions shall first be allocated pro rata to Qualifying
                                       Participants in the manner in Section 10, Part B, Option 1. The percent so allocated shall
                                       not exceed 3% of each Qualifying Participant's Compensation.

                               Step 2. Any Employer Profit Sharing contributions remaining after the allocation in Step 1 shall be
                                       allocated to each Qualifying Participant's Individual Account in the ratio that each
                                       Qualifying Participant's Compensation for the Plan Year in excess of the integration level
                                       bears to all Qualifying Participants' Compensation in excess of the integration level, but
                                       not in excess of 3%.

                               Step 3. Any Employer Profit Sharing contributions remaining after the allocation in Step 2 shall be
                                       allocated to each Qualifying Participant's Individual Account in the ratio that the sum of
                                       each Qualifying Participant's total Compensation and Compensation in excess of the
                                       integration level bears to the sum of all Qualifying Participants' total Compensation and
                                       Compensation in excess of the integration level, but not in excess of the profit sharing
                                       maximum disparity rate as described in Section 3.01(B)(3) of the Plan.

                               Step 4. Any Employer Profit Sharing Contributions remaining after the allocation in Step 3 shall be
                                       allocated pro rata to Qualifying Participants in the manner described in Section 10, Part B,
                                       Option 1.

                               The integration level shall be (Choose one):
                               SUBOPTION (a):  [ ] The Taxable Wage Base.
                               SUBOPTION (b):  [ ] _________________________ (a dollar amount less than the Taxable Wage Base).
                               SUBOPTION (c):  [ ] ______% (not more than 100%) of the Taxable Wage Base.
                               NOTE:   If no option is selected, Suboption (a) will be deemed to be selected.

                 NOTE:  If no option is selected, Option 1 will be deemed to be selected.

PART C.          QUALIFYING PARTICIPANTS:

                 A Participant will be a Qualifying Participant and thus entitled to share in the Employer Profit Sharing
                 Contribution for any Plan Year only if the Participant is a Participant on at least one day of such Plan Year and
                 satisfies the following additional conditions (Check one or more Options):

                 OPTION 1: [ ] No Additional Conditions.

                 OPTION 2: [X] Hours of Service Requirement.  The Participant completes at least 1000 Hours of Service
                               during the Plan Year.  However, this condition will be waived for the following reasons (Check at
                               least one):
                               [X] The Participant's Death.
                               [X] The Participant's Termination of Employment after having incurred a Disability.
                               [X] The Participant's Termination of Employment after having reached Normal Retirement Age.
                               [ ] This condition will not be waived.

                 OPTION 3: [X] Last Day Requirement.  The Participant is an Employee of the Employer on the last day of the Plan
                               Year.  However, this condition will be waived for the following reasons (Check at least one):
                               [X] The Participant's Death.
                               [X] The Participant's Termination of Employment after having incurred a Disability.
                               [X] The Participant's Termination of Employment after having reached Normal Retirement Age.
                               [ ] This condition will not be waived.

                 NOTE: If no option is selected, Option 1 will be deemed to be selected.
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                                                       SECTION 11. COMPENSATION
                                                      Complete Parts A through E
------------------------------------------------------------------------------------------------------------------------------------

PART A.          BASIC DEFINITION:

                 Compensation will mean all of each Participant's (Choose one):

                 OPTION 1: [X]   W-2 wages.

                 OPTION 2: [ ]   Section 3401(a) wages.

                 OPTION 3: [ ]   415 safe-harbor compensation.

                 NOTE: If no option is selected, Option 1 will be deemed to be
                       selected.

PART B.          MEASURING PERIOD FOR COMPENSATION:

                 Compensation shall be determined over the following applicable period (Choose One):

                 OPTION 1: [X]   The Plan Year.

                 OPTION 2: [ [   The calendar year ending with or within the Plan Year.

                 NOTE:  If no option is selected, Option 1 will be deemed to be selected.

PART C.          INCLUSION OF ELECTIVE DEFERRALS:

                 Does Compensation include Employer contributions made pursuant to a salary reduction agreement which are not
                 includible in the gross income of the Employee under Sections 125, 402(e)(3), 402(h)(1)(B) and 403(b) of the Code?

                 [X]  Yes     [ ] No

                 NOTE: If neither box is checked, "Yes" will be deemed to be selected.

PART D.          PRE-ENTRY DATE COMPENSATION:

                 For the Plan Year in which an Employee enters the Plan, the Employee's Compensation which shall be taken into
                 account for purposes of the Plan shall be (Choose one):

                 OPTION 1: [ ] The Employee's Compensation only from the time the Employee became a Participant in the Plan.

                 OPTION 2: [X] The Employee's Compensation for the whole of such Plan Year.

                 NOTE:  If no option is selected, Option 1 will be deemed to be selected.

PART E.          EXCLUSIONS FROM COMPENSATION:

                 Compensation shall not include the following (Check any that apply):

                 [ ]  Bonuses    [ ] Commissions
                 [ ]  Overtime   [X] Other (Specify)         SEE ATTACHED ADDENDUM
                                                      -----------------------------------------------------------------------------
                                                      -----------------------------------------------------------------------------

                 NOTE:  No exclusions from Compensation are permitted if the integrated allocation formula in Section 10, Part B is
                 selected.

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                                                  SECTION 12. VESTING AND FORFEITURES
                                                      Complete Parts A through G
------------------------------------------------------------------------------------------------------------------------------------

PART A.          VESTING SCHEDULE FOR EMPLOYER PROFIT SHARING CONTRIBUTIONS. A Participant shall become Vested in his or her
                 Individual Account derived from Profit Sharing Contributions made pursuant to Section 10 of the Adoption Agreement
                 as follows (Choose one):
</TABLE>

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<CAPTION>
====================================================================================================================================
  YEARS OF                                                     VESTED PERCENTAGE
VESTING SERVICE        Option 1 [ ]       Option 2 [X]  Option 3 [ ]       Option 4  [ ]      Option 5 [ ]  (Complete if Chosen)
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                 <C>            <C>                   <C>          <C>              <C>
      1                    0%                0%             100%                  0%                     %
                                                                                              ----------
      2                    0%               20%             100%                  0%                     %
                                                                                              ----------
      3                    0%               40%             100%                 20%                     %     (not less than 20%)
                                                                                              ----------
      4                    0%               60%             100%                 40%                     %     (not less than 40%)
                                                                                              ----------
      5                  100%               80%             100%                 60%                     %     (not less than 60%)
                                                                                              ----------
      6                  100%              100%             100%                 80%                     %     (not less than 80%)
                                                                                              ----------
      7                  100%              100%             100%                100%                     %     (not less than 100%)
                                                                                              ----------
NOTE:  If no option is selected, Option 3 will be deemed to be selected.
====================================================================================================================================
</TABLE>
<PAGE>
                                                                        Page 10

<TABLE>

<S>            <C>
PART B.        VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS. A Participant shall become Vested in his or her Individual Account
               derived from Matching Contributions made pursuant to Section 7 of the Adoption Agreement as follows (Choose one):
</TABLE>

<TABLE>
<CAPTION>

====================================================================================================================================
      YEARS OF                                                     VESTED PERCENTAGE
   VESTING SERVICE        Option 1 [ ]      Option 2 [ ]     Option 3 [X]         Option 4 [ ]       Option 5 (Complete if Chosen)
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>            <C>                    <C>          <C>            <C>
        1                     0%                0%             100%                   0%                  %
                                                                                                 ---------
        2                     0%               20%             100%                   0%                  %
                                                                                                 ---------
        3                     0%               40%             100%                  20%                  %     (not less than 20%)
                                                                                                 ---------
        4                     0%               60%             100%                  40%                  %     (not less than 40%)
                                                                                                 ---------
        5                   100%               80%             100%                  60%                  %     (not less than 60%)
                                                                                                 ---------
        6                   100%              100%             100%                  80%                  %     (not less than 80%)
                                                                                                 ---------
        7                   100%              100%             100%                 100%                  %     (not less than 100%)
                                                                                                 ---------
NOTE:  If no option is selected, Option 3 will be deemed to be selected.

====================================================================================================================================
</TABLE>

<TABLE>
<S>            <C>

PART C.        HOURS REQUIRED FOR VESTING PURPOSES:
               1.       1000    Hours of Service (no more than 1,000) shall be required to constitute a Year of Vesting Service.
                     ---------
               2.       500     Hours of Service (no more than 500 but less than the number specified in Section 12, Part C, Item 1,
                     ---------
                   above) must be exceeded to avoid a Break in Vesting Service.

               3.  For purposes of determining Years of Vesting Service, Employees shall be given credit for Hours of Service with
                   the following predecessor employer(s):  (Complete if applicable)
                   COLUMBIA FEDERAL SAVINGS BANK
                   ----------------------------------------------------------------------------------------------------------------
                   ----------------------------------------------------------------------------------------------------------------

PART D.        EXCLUSION OF CERTAIN YEARS OF VESTING SERVICE:

               All of an Employee's Years of Vesting Service with the Employer are counted to determine the vesting percentage in
               the Participant's Individual Account except (Check any that apply):

               [X]    Years of Vesting Service before the Employee reaches age 18.

               [ ]    Years of Vesting Service before the Employer maintained this Plan or a predecessor plan.

PART E.        ALLOCATION OF FORFEITURES OF EMPLOYER PROFIT SHARING CONTRIBUTIONS:

               Forfeitures of Employer Profit Sharing contributions shall be (Choose one):

               OPTION  1: [X]  Allocated to the Individual Accounts of the Participants specified below in the manner as described
                               in Section 10, Part B (for Employer Profit Sharing Contributions)

                               The Participants entitled to receive allocations of such Forfeitures shall be (Choose one):

                               SUBOPTION  (a): [X] Only Qualifying Participants.
                               SUBOPTION  (b): [ ] All Participants.

               OPTION  2: [ ]  Applied to reduce Employer Profit Sharing Contributions (Choose one):

                               SUBOPTION  (a): [X] For the Plan Year for which the Forfeiture arises.
                               SUBOPTION  (b): [ ] For any Plan Year subsequent to the Plan Year for which the Forfeiture arises.

               OPTION  3: [ ]  Applied first to the payment of the Plan's administrative expenses and any excess applied to
                               reduce Employer Profit Sharing Contributions (Choose one):

                               SUBOPTION  (a): [X] For the Plan Year for which the Forfeiture arises.
                               SUBOPTION  (b): [ ] For any Plan Year subsequent to the Plan Year for which the Forfeiture arises.

               NOTE: If no option is selected, Option 1 and Suboption (a) will be deemed to be selected.
</TABLE>


<PAGE>


                                                                        Page 11
<TABLE>
<S>            <C>
PART F.        ALLOCATION OF FORFEITURES OF MATCHING CONTRIBUTIONS:

               Forfeitures of Matching Contributions shall be (Choose one):

               OPTION 1:  [ ]  Allocated, after all other Forfeitures under the Plan, to each Participants Individual Account in the
                               ratio which each Participant's Compensation for the Plan Year bears to the total Compensation of all
                               Participants for such Plan Year.

                               The Participants entitled to receive allocations of such Forfeitures shall be (Choose one):
                               SUBOPTION (a):  [ ] Only Qualifying Contributing Participants.
                               SUBOPTION (b):  [ ] Only Qualifying Participants.
                               SUBOPTION (c):  [ ] All Participants.

               OPTION 2:  [ ]  Applied to reduce Matching Contributions (Choose one):
                               SUBOPTION (a):  [ ] For the Plan Year for which the Forfeiture arises.
                               SUBOPTION (b):  [ ] For any Plan Year subsequent to the Plan Year for which the Forfeiture arises.

               OPTION 3:  [ ]  Applied first to the payment of the Plan's administrative expenses and any excess applied to reduce
                               Matching Contributions (Choose one):

                               SUBOPTION (a):  [ ] For the Plan Year for which the Forfeiture arises.
                               SUBOPTION (b):  [ ] For any Plan Year subsequent to the Plan Year for which the Forfeiture arises.

               NOTE: If no option is selected, Option I and Suboption (a) will be deemed to be selected.

PART G.        ALLOCATION OF FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS:

               Forfeitures of Excess Aggregate Contributions shall be (Choose one):

               OPTION 1:  [ ]  Allocated, after all other Forfeitures under the Plan, to each Contributing Participants Matching
                               Contribution account in the ratio which each Contributing Participant's Compensation for the Plan
                               Year bears to the total Compensation of all Contributing Participants for such Plan Year. Such
                               Forfeitures will not be allocated to the account of any Highly Compensated Employee.

               OPTION 2:  [X]  Applied to reduce Matching Contributions (Choose one):

                               SUBOPTION (a):  [ ] For the Plan Year for which the Forfeiture arises.
                               SUBOPTION (b):  [X] For any Plan Year subsequent to the Plan Year for which the Forfeiture arises.

               OPTION 3:  [ ]  Applied first to the payment of the Plan's administrative expenses and any excess applied to reduce
                               Matching Contributions (Choose one):

                               SUBOPTION (A): For the Plan Year for which the Forfeiture arises.
                               SUBOPTION (B):  For any Plan Year subsequent to the Plan Year for which the Forfeiture arises.

               NOTE: If no option is selected, Option 1 and Suboption (a) will be deemed to be selected.

------------------------------------------------------------------------------------------------------------------------------------
                                     SECTION 13. NORMAL RETIREMENT AGE AND EARLY RETIREMENT AGE
------------------------------------------------------------------------------------------------------------------------------------

PART A.        THE NORMAL RETIREMENT AGE UNDER THE PLAN SHALL BE (Check and complete one option):

               OPTION 1:  [X] Age 65.

               OPTION 2:  [ ] Age ______ (not to exceed 65).

               OPTION 3:  [ ] The later of age ______ (not to exceed 65) or the ______ (not to exceed 5th) anniversary of the
                              first day of the first Plan Year in which the Participant commenced participation in the Plan.

               NOTE: If no option is selected, Option 1 will be deemed to be selected.
</TABLE>

<PAGE>

                                                                        Page 12

<TABLE>

<S>            <C>
PART B. EARLY RETIREMENT AGE (Choose one option):

               OPTION 1:  [X] An Early Retirement Age is not applicable under the Plan.

               OPTION 2:  [ ] Age ________________ (not less than 55 nor more than 65).

               OPTION 3:  [ ] A Participant satisfies the Plan's Early Retirement Age conditions by attaining age ____________
                              (not less than 55) and completing Years of Vesting Service.

               NOTE: If no option is selected, Option 1 will be deemed to be selected.

------------------------------------------------------------------------------------------------------------------------------------
                                                      SECTION 14. DISTRIBUTIONS
------------------------------------------------------------------------------------------------------------------------------------

DISTRIBUTABLE EVENTS.  ANSWER EACH OF THE FOLLOWING ITEMS.

A.        Termination of Employment Before Normal Retirement Age. May a Participant who has
          not reached Normal Retirement Age request a distribution from the Plan?                         [X]   Yes      [ ]  No

B.        Disability. May a Participant who has incurred a Disability request a distribution from
          the Plan?                                                                                       [ ]   Yes      [X]  No

C.        Attainment of Normal Retirement Age. May a Participant who has attained Normal
          Retirement Age but has not incurred a Termination of Employment request a distribution
          from the Plan?                                                                                  [ ]   Yes      [X]  No

D.        Attainment of Age 59 1/2. Will Participants who have attained age 59 1/2be permitted to
          withdraw Elective Deferrals while still employed by the Employer?                               [X]   Yes      [ ]  No

E.        Hardship Withdrawals of Elective Deferrals. Will Participants be permitted to withdraw
          Elective Deferrals on account of hardship pursuant to Section 11.503 of the Plan?               [X]   Yes      [ ]  No

F.        In-Service Withdrawals. Will Participants be permitted to request a distribution during
          service pursuant to Section 6.01(A)(3) of the Plan?                                             [X]   Yes      [ ]  No

G.        Hardship Withdrawals. Will Participants be permitted to make hardship  withdrawals
          pursuant to Section 6.01(A)(4) of the Plan?                                                     [X]   Yes      [ ]  No

H.        Withdrawals of Rollover or Transfer Contributions. Will Employees be permitted  to
          withdraw their Rollover or Transfer Contributions at any time?                                  [ ]   Yes      [X]  No

NOTE: If a box is not checked for an item, "Yes" will be deemed to be selected for that item. Section 411(d)(6) of the Code
prohibits the elimination of protected benefits. In general, protected benefits include the forms and timing of payout options. If
the Plan is being adopted to amend and replace a Prior Plan that permitted a distribution option described above, you must answer
"Yes" to that item.

------------------------------------------------------------------------------------------------------------------------------------
                                               SECTION 15. JOINT AND SURVIVOR ANNUITY
------------------------------------------------------------------------------------------------------------------------------------

PART A.        RETIREMENT EQUITY ACT SAFE HARBOR:

               Will the safe harbor provisions of Section 6.05(F) of the Plan apply?  (Choose only one option)

               OPTION 1: [X]  Yes.

               OPTION 2: [ ]  No.

               NOTE: You must select "No" if you are adopting this Plan as an amendment and restatement of a Prior Plan that was
                     subject to the joint and survivor annuity requirements.

PART B.        SURVIVOR ANNUITY PERCENTAGE:  (Complete only if your answer in Section 15, Part A is "No.")

               The survivor annuity portion of the Joint and Survivor Annuity shall be a percentage equal to ________% (at least 50%
               but no more than 100%) of the amount paid to the Participant prior to his or her death.
</TABLE>

<PAGE>

                                                                        Page 13

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                             SECTION 16. OTHER OPTIONS

              Answer "Yes" or "No" to each of the following questions by checking the appropriate box. If a box is not
                                    checked for a question, the answer will be deemed to be "No."
------------------------------------------------------------------------------------------------------------------------------------

<S>       <C>
A.        Loans:  Will loans to Participants pursuant to Section 6.08 of the Plan be permitted?            [X]  Yes        [ ] No

B.        Insurance:  Will the Plan allow for the investment in insurance policies pursuant to
          Section 5.13 of the Plan?                                                                        [ ]  Yes        [X] No

C.        Employer Securities:  Will the Plan allow for the investment in qualifying Employer
          securities or qualifying Employer real property?                                                 [X]  Yes        [ ] No

D.        Rollover Contributions:  Will Employees be permitted to make rollover contributions to
          the Plan pursuant to Section 3.03 of the Plan?                                                   [X]  Yes        [ ] No

                                                                                                           [ ]  Yes, but only after
                                                                                                           becoming a Participant.
E.        Transfer Contributions:  Will Employees be permitted to make transfer contributions to
          the Plan pursuant to Section 3.04 of the Plan?                                                   [X]  Yes        [ ] No

                                                                                                           [ ]  Yes, but only after
                                                                                                            becoming a Participant.
F.        Nondeductible Employee Contributions:  Will Employees be permitted to make
          Nondeductible Employee Contributions pursuant to Section 11.305 of the Plan?                     [ ]  Yes        [X] No
          Check here if such contributions will be mandatory. [ ]

G.        Will Participants be permitted to direct the investment of their Plan assets pursuant to
          Section 5.14 of the Plan?                                                                        [X]  Yes        [ ] No


------------------------------------------------------------------------------------------------------------------------------------
                                                SECTION 17. LIMITATION ON ALLOCATIONS

                                                         More Than One Plan
------------------------------------------------------------------------------------------------------------------------------------

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, you must complete this section. You must also complete this section if you maintain 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 this Plan.

PART A.        INDIVIDUALLY DESIGNED DEFINED CONTRIBUTION PLAN:

               If the Participant is covered under another qualified defined contribution plan maintained by the Employer, other
               than a master or prototype plan:

               1. [ ] The provisions of Section 3.05(B)(1) through 3.05(B)(6) of the Plan will apply as if the other plan were a
                      master or prototype plan.

               2. [ ] Other method. (Provide the method under which the plans will limit total annual additions to the maximum
                      permissible amount, and will properly reduce any excess amounts, in a manner that precludes Employer
                      discretion.)

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

PART B.        DEFINED BENEFIT PLAN

               If the Participant is or has ever been a participant in a defined benefit plan maintained by the Employer,
               the Employer will provide below the language which will satisfy the 1.0 limitation of Section 415(e) of the Code.

               1. [ ] If the projected annual addition to this Plan to the account of a Participant for any limitation year would
                      cause the 1.0 limitation of Section 415(e) of the Code to be exceeded, the annual benefit of the defined
                      benefit plan for such limitation year shall be reduced so that the 1.0 limitation shall be satisfied.

                      If it is not possible to reduce the annual benefit of the defined benefit plan and the projected annual
                      addition to this Plan to the account of a Participant for a limitation year would cause the 1.0 limitation to
                      be exceeded, the Employer shall reduce the Employer Contribution which is to be allocated to this Plan on
                      behalf of such participant so that the 1.0 limitation will be satisfied. (The provisions of Section 415(e) of
                      the Code are incorporated herein by reference under the authority of Section 1106(h) of the Tax Reform Act
                      of 1986.)

               2. [ ] Other method. (Provide language describing another method.  Such language must preclude Employer
                      discretion.)
                      -------------------------------------------------------------------------------------------------------------
                      -------------------------------------------------------------------------------------------------------------
                      -------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                                                        Page 14

<TABLE>

<S>            <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                    SECTION 18. TOP-HEAVY MINIMUM
                                                       Complete Parts A and B
------------------------------------------------------------------------------------------------------------------------------------

PART A.        MINIMUM ALLOCATION OR BENEFIT:

               For any Plan Year with respect to which this Plan is a Top-Heavy Plan, any minimum allocation required pursuant to
               Section 3.01(E) of the Plan shall be made. (Choose one):

               OPTION 1: [X]  To this Plan.

               OPTION 2: [ ]  To the following other plan maintained by the Employer (Specify name and plan number of plan)

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

               OPTION 3: [ ]  In accordance with the method described on an attachment to this Adoption Agreement. (Attach
                              language describing the method that will be used to satisfy Section 416 of the Code. Such method must
                              preclude Employer discretion.)

               NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART B.        TOP-HEAVY VESTING SCHEDULE:

               Pursuant to Section 6.01(C) of the Plan, the vesting schedule that will apply when this Plan is a Top-Heavy Plan
               (unless the Plan's regular vesting schedule provides for more rapid vesting) shall be (Choose one):

               OPTION 1: [ ]  6 Year  Graded.

               OPTION 2: [ ]  3 year Cliff.

               NOTE: If no option is selected, Option 1 will be deemed to be selected.

------------------------------------------------------------------------------------------------------------------------------------
                                                    SECTION 19. PROTOTYPE SPONSOR
------------------------------------------------------------------------------------------------------------------------------------

Name of Prototype Sponsor                    TRAVELERS INSURANCE COMPANY
                          -----------------------------------------------------------------------------------------------------

Address                    ONE TOWER SQUARE, HARTFORD, CT. 06183
         ----------------------------------------------------------------------------------------------------------------------

Telephone Number                      888-822-4710
                  -------------------------------------------------------------------------------------------------------------

PERMISSIBLE INVESTMENTS

The assets of the Plan shall be invested only in those investments described below (To be completed by the Prototype Sponsor):

                  ASSORTED MUTUAL FUNDS, BROKERAGE ACCOUNTS AND RELATED INVESTMENTS.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                                                  SECTION 20. TRUSTEE OR CUSTODIAN
------------------------------------------------------------------------------------------------------------------------------------

OPTION   A:    [X]   Financial Organization as Trustee or Custodian

CHECK ONE:     [ ]   Custodian,       [X]  Trustee without full trust powers or,        [ ]  Trustee with full trust powers

Financial Organization   SEE ATTACHED ADDENDUM
                        -----------------------------------------------------------------------------------------------------------
Signature
          -------------------------------------------------------------------------------------------------------------------------
Type Name
          -------------------------------------------------------------------------------------------------------------------------


COLLECTIVE OR COMMINGLED FUNDS

List any collective or commingled funds maintained by the financial organization Trustee in which assets of the Plan may be invested
(Complete if applicable). COLLECTIVE TRUST FUNDS OF SALOMON SMITH BARNEY AND/OR THE TRAVELERS
                          ---------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

OPTION B:      [ ]  Individual Trustee(s)
Signature                                                           Signature
          -------------------------------------------------------             -----------------------------------------------------
Type Name                                                           Type Name
          -------------------------------------------------------             -----------------------------------------------------
Signature                                                           Signature
          -------------------------------------------------------             -----------------------------------------------------
Type name                                                           Type name
          -------------------------------------------------------             -----------------------------------------------------
</TABLE>

<PAGE>

                                                                        Page 15

<TABLE>

<S>                                                                                                 <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                 SECTION 21. RELIANCE
------------------------------------------------------------------------------------------------------------------------------------

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


This Adoption Agreement may be used only in conjunction with Basic Plan Document No. 04.

------------------------------------------------------------------------------------------------------------------------------------
                                                   SECTION 22. EMPLOYER SIGNATURE
                                                Important: Please read before signing
------------------------------------------------------------------------------------------------------------------------------------

I am an authorized representative of the Employer named above and I state the following:

1.     I acknowledge that I have relied upon my own advisors regarding the completion of this Adoption Agreement and the legal tax
       implications of adopting this Plan.
2.     I understand that my failure to properly complete this Adoption Agreement may result in disqualification of the Plan.
3.     I understand that the Prototype Sponsor will inform me of any amendments made to the Plan and will notify me should it
       discontinue or abandon the Plan.
4.     I have received a copy of this Adoption Agreement and the corresponding Basic Plan Document.


Signature for Employer /s/ Richard Baylor                           Date Signed      October 24, 2001
                       ----------------------------                              ------------------------------------------------
Type Name         Richard Baylor                                    Title            President/CEO
          -----------------------------------------                              ------------------------------------------------
</TABLE>


<PAGE>



       ADDENDUM TO THE CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN
                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2000

         SECTION 11, PART E. For the purpose of Profit Sharing Contributions,
         Compensation shall mean Gross Earnings minus Gross Bonuses and minus
         non-cash compensation.

         SECTION 14, PART F. Notwithstanding anything to the contrary contained
         in Section 14, Part F of the Adoption Agreement, Participants will be
         permitted to request a distribution during service pursuant to Section
         6.01(A)(3) of the Plan only upon attainment of age 59 1/2 and only from
         those subaccounts in which they are 100% vested.

         SECTION 20, OPTION A. Smith Barney Corporate Trust Company shall serve
         as Trustee hereunder in accordance with the terms and conditions of the
         Smith Barney Corporate Trust Company Trust Agreement annexed hereto.



<PAGE>


                                    AMENDMENT
                                     TO THE
                  CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS
                                 PLAN AND TRUST

This Amendment is made to the Camco Financial & Subsidiaries Salary Savings Plan
and Trust (the "Plan"):

Camco Financial Corporation, at its May 22nd, 2001, meeting of the Board of
directors, has, as the Plan Sponsor, resolved to add an additional Sub-Trustee
to the Plan

FIRST: Smith Barney Corporate Trust Company's Directed Trustee duties shall no
longer include any responsibility in connection with the voting of Camco
Financial Corporation stock held within the Plan.

SECOND: Effective with the signing of this Plan Amendment and acknowledgement,
the Chief Executive Officer of Camco Financial Corporation, as part of his or
her job function, shall serve as a limited purpose discretionary Trustee of the
Plan. The sole function of this Sub-Trustee is the responsibility to vote the
Camco Financial Corporation stock held within the Plan. The Sub-Trustee's power
and authority shall be governed by the terms of the Trust Agreement incorporated
into Section 5 of the Plan's Basic Plan Document.


                         CAMCO FINANCIAL CORPORATION



                         BY: /s/ Richard C. Baylor
                             -------------------------------------------------
                                                    [your signature]

                                  Richard C. Baylor
                             -------------------------------------------------
                                                    [please print your name]

                                  President & CEO
                             -------------------------------------------------
                                                    [and your title]

Date:  May 22, 2001

Acknowledged and Accepted by:


/s/ Richard C. Baylor
--------------------------------------------------------------------------------
Chief Executive Officer of Camco Financial Corporation


<PAGE>


                             BASIC PLAN DOCUMENT 04
                                TABLE OF CONTENTS

<TABLE>

<S>               <C>                                                                              <C>
SECTION ONE:          Definitions..................................................................1
         1.01     Adoption Agreement...............................................................1
         1.02     Basic Plan Document..............................................................1
         1.03     Beneficiary......................................................................1
         1.04     Break In Eligibility Service.....................................................1
         1.05     Break In Vesting Service.........................................................1
         1.06     Code.............................................................................1
         1.07     Compensation.....................................................................1
         1.08     Custodian........................................................................3
         1.09     Disability.......................................................................3
         1.10     Early Retirement Age.............................................................3
         1.11     Earned Income....................................................................3
         1.12     Effective Date...................................................................3
         1.13     Eligibility Computation Period...................................................3
         1.14     Employee.........................................................................3
         1.15     Employer.........................................................................4
         1.16     Employer Contribution............................................................4
         1.17     Employment Commencement Date.....................................................4
         1.18     Employer Profit Sharing Contribution.............................................4
         1.19     Entry Dates......................................................................4
         1.20     ERISA............................................................................4
         1.21     Forfeiture.......................................................................4
         1.22     Fund.............................................................................4
         1.23     Highly Compensated Employee......................................................4
         1.24     Hours Of Service.................................................................5
         1.25     Individual Account...............................................................6
         1.26     Investment Fund..................................................................6
         1.27     Key Employee.....................................................................6
         1.28     Leased Employee..................................................................6
         1.29     Nondeductible Employee Contributions.............................................6
         1.30     Normal Retirement Age............................................................6
         1.31     Owner - Employee.................................................................6
         1.32     Participant......................................................................6
         1.33     Plan.............................................................................7
         1.34     Plan Administrator...............................................................7
         1.35     Plan Year........................................................................7
         1.36     Prior Plan.......................................................................7
         1.37     Prototype Sponsor................................................................7
         1.38     Qualifying Participant...........................................................7
         1.39     Related Employer.................................................................7
         1.40     Related Employer Participation Agreement.........................................7
         1.41     Self-Employed Individual.........................................................7
         1.42     Separate Fund....................................................................7
         1.43     Taxable Wage Base................................................................7
         1.44     Termination Of Employment........................................................7
         1.45     Top-Heavy Plan...................................................................7
         1.46     Trustee..........................................................................7
         1.47     Valuation Date...................................................................8
         1.48     Vested...........................................................................8
         1.49     Year Of Eligibility Service......................................................8
         1.50     Year Of Vesting Service..........................................................8

SECTION TWO:         Eligibility And Participation.................................................8
         2.01     Eligibility To Participate.......................................................8
         2.02     Plan Entry.......................................................................9
         2.03     Transfer To Or From Ineligible Class.............................................9
         2.04     Return As A Participant After Break In Eligibility Service.......................9
         2.05     Determinations Under This Section................................................9
         2.06     Terms Of Employment.............................................................10
         2.07     Special Rules Where Elapsed Time Method Is Being Used...........................10
         2.08     Election Not To Participate.....................................................10
</TABLE>

<PAGE>
<TABLE>

<S>               <C>                                                                            <C>
SECTION THREE:        Contributions...............................................................11
         3.01     Employer Contributions..........................................................11
         3.02     Nondeductible Employee Contributions............................................14
         3.03     Rollover Contributions..........................................................14
         3.04     Transfer Contributions..........................................................14
         3.05     Limitation On Allocations.......................................................14

 SECTION FOUR:        Individual Accounts Of Participants And Valuation...........................19
         4.01     Individual Accounts.............................................................19
         4.02     Valuation Of Fund...............................................................19
         4.03     Valuation Of Individual Accounts................................................19
         4.04     Modification Of Method For Valuing Individual Accounts..........................20
         4.05     Segregation Of Assets...........................................................20
         4.06     Statement Of Individual Accounts................................................20

 SECTION FIVE:        Trustee Or Custodian........................................................20
         5.01     Creation Of Fund................................................................20
         5.02     Investment Authority............................................................20
         5.03     Financial Organization Custodian Or Trustee Without Full Trust Powers...........21
         5.04     Financial Organization Trustee With Full Trust Powers And Individual Trustee....22
         5.05     Division Of Fund Into Investment Funds..........................................23
         5.06     Compensation And Expenses.......................................................23
         5.07     Not Obligated To Question Data..................................................24
         5.08     Liability For Withholding On Distributions......................................24
         5.09     Resignation Or Removal Of Trustee (Or Custodian)................................24
         5.10     Degree Of Care - Limitations Of Liability.......................................24
         5.11     Indemnification Of Prototype Sponsor And Trustee (Or Custodian).................25
         5.12     Investment Managers.............................................................25
         5.13     Matters Relating To Insurance...................................................25
         5.14     Direction Of Investments By Participant.........................................26

  SECTION SIX:        Vesting And Distribution....................................................27
         6.01     Distribution To Participant.....................................................27
         6.02     Form Of Distribution To A Participant...........................................30
         6.03     Distributions Upon The Death Of A Participant...................................31
         6.04     Form Of Distribution To Beneficiary.............................................32
         6.05     Joint And Survivor Annuity Requirements.........................................32
         6.06     Distribution Requirements.......................................................36
         6.07     Annuity Contracts...............................................................40
         6.08     Loans To Participants...........................................................40
         6.09     Distribution In Kind............................................................42
         6.10     Direct Rollovers Of Eligible Rollover Distributions.............................42
         6.11     Procedure For Missing Participants Or Beneficiaries.............................42

SECTION SEVEN:        Claims Procedure............................................................43
         7.01     Filing A Claim For Plan Distributions...........................................43
         7.02     Denial Of Claim.................................................................43
         7.03     Remedies Available..............................................................43

SECTION EIGHT:        Plan Administrator..........................................................43
         8.01     Employer Is Plan Administrator..................................................43
         8.02     Powers And Duties Of The Plan Administrator.....................................43
         8.03     Expenses And Compensation.......................................................44
         8.04     Information From Employer.......................................................44

 SECTION NINE:       Amendment And Termination....................................................45
         9.01     Right Of Prototype Sponsor To Amend The Plan....................................45
         9.02     Right Of Employer To Amend The Plan.............................................45
         9.03     Limitation On Power To Amend....................................................45
         9.04     Amendment Of Vesting Schedule...................................................45
         9.05     Permanency......................................................................46
         9.06     Method And Procedure For Termination............................................46
         9.07     Continuance Of Plan By Successor Employer.......................................46
         9.08     Failure Of Plan Qualification...................................................46

   SECTION TEN:      Miscellaneous................................................................46
         10.01    State Community Property Laws...................................................46
</TABLE>
<PAGE>


<TABLE>

<S>               <C>                                                                            <C>
         10.02    Headings........................................................................46
         10.03    Gender And Number...............................................................46
         10.04    Plan Merger Or Consolidation....................................................47
         10.05    Standard Of Fiduciary Conduct...................................................47
         10.06    General Undertaking Of All Parties..............................................47
         10.07    Agreement Binds Heirs, Etc......................................................47
         10.08    Determination Of Top-Heavy Status...............................................47
         10.09    Special Limitations For Owner-Employees.........................................49
         10.10    Inalienability Of Benefits......................................................49
         10.11    Cannot Eliminate Protected Benefits.............................................49

 SECTION ELEVEN:      401(k) Provisions...........................................................50
         11.100   Definitions.....................................................................50
         11.101   Actual Deferral Percentage (ADP)................................................50
         11.102   Aggregate Limit.................................................................50
         11.103   Average Contribution Percentage (ACP)...........................................50
         11.104   Contributing Participant........................................................50
         11.105   Contribution Percentage.........................................................50
         11.106   Contribution Percentage Amounts.................................................50
         11.107   Elective Deferrals..............................................................51
         11.108   Eligible Participant............................................................51
         11.109   Excess Aggregate Contributions..................................................51
         11.110   Excess Contributions............................................................51
         11.111   Excess Elective Deferrals.......................................................51
         11.112   Matching Contribution...........................................................52
         11.113   Qualified Nonelective Contributions.............................................52
         11.114   Qualified Matching Contributions................................................52
         11.115   Qualifying Contributing Participant.............................................52
         11.200   Contributing Participant........................................................52
         11.201   Requirements To Enroll As A Contributing Participant............................52
         11.202   Changing Elective Deferral Amounts..............................................52
         11.203   Ceasing Elective Deferrals......................................................52
         11.204   Return As A Contributing Participant After Ceasing Elective Deferrals...........53
         11.205   Certain One-Time Irrevocable Elections..........................................53
         11.300   Contributions...................................................................53
         11.301   Contributions By Employer.......................................................53
         11.302   Matching Contributions..........................................................53
         11.303   Qualified Nonelective Contributions.............................................53
         11.304   Qualified Matching Contributions................................................53
         11.305   Nondeductible Employee Contributions............................................54
         11.400   Nondiscrimination Testing.......................................................54
         11.401   Actual Deferral Percentage Test (ADP)...........................................54
         11.402   Limits On Nondeductible Employee Contributions And Matching Contributions.......55
         11.500   Distribution Provisions.........................................................57
         11.501   General Rule....................................................................57
         11.502   Distribution Requirements.......................................................57
         11.503   Hardship Distribution...........................................................57
         11.504   Distribution Of Excess Elective Deferrals.......................................58
         11.505   Distribution Of Excess Contributions............................................58
         11.506   Distribution Of Excess Aggregate Contributions..................................59
         11.507   Recharacterization..............................................................60
         11.508   Distribution Of Elective Deferrals If Excess Annual Additions...................60
         11.600   Vesting.........................................................................60
         11.601   100% Vesting On Certain Contributions...........................................60
         11.602   Forfeitures And Vesting Of Matching Contributions...............................60
</TABLE>



<PAGE>


QUALIFIED RETIREMENT PLAN AND TRUST
DEFINED CONTRIBUTION BASIC PLAN DOCUMENT

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

SECTION ONE                DEFINITIONS
                           The following words and phrases when used in the Plan
                           with initial capital letters shall, for the purpose
                           of this Plan, have the meanings set forth below
                           unless the context indicates that other meanings are
                           intended:

         1.01              ADOPTION AGREEMENT
                           Means the document executed by the Employer through
                           which it adopts the Plan and Trust and thereby agrees
                           to be bound by all terms and conditions of the Plan
                           and Trust.

         1.02              BASIC PLAN DOCUMENT
                           Means this prototype Plan and Trust document.

         1.03              BENEFICIARY
                           Means the individual or individuals designated
                           pursuant to Section 6.03(A) of the Plan.

         1.04              BREAK IN ELIGIBILITY SERVICE
                           Means a 12 consecutive month period which coincides
                           with an Eligibility Computation Period during which
                           an Employee fails to complete more than 500 Hours of
                           Service (or such lesser number of Hours of Service
                           specified in the Adoption Agreement for this
                           purpose).

         1.05              BREAK IN VESTING SERVICE
                           Means a Plan Year (or other vesting computation
                           period described in Section 1.50) during which an
                           Employee fails to complete more than 500 Hours of
                           Service (or such lesser number of Hours of Service
                           specified in the Adoption Agreement for this
                           purpose).

         1.06              CODE
                           Means the Internal Revenue Code of 1986 as amended
                           from time-to-time.

         1.07              COMPENSATION

                           A.       Basic Definition
                                    For Plan Years beginning on or after January
                                    1, 1989, the following definition of
                                    Compensation shall apply:

                                    As elected by the Employer in the Adoption
                                    Agreement (and if no election is made, W-2
                                    wages will be deemed to have been selected),
                                    Compensation shall mean one of the
                                    following:

                                    1.   W-2 wages. Compensation is defined as
                                         information required to be reported
                                         under Sections 6041 and 6051, and 6052
                                         of the Code (Wages, tips and other
                                         compensation as reported on Form W-2).
                                         Compensation is defined as wages within
                                         the meaning of Section 3401(a) of the
                                         code and all other payments of
                                         compensation to an Employee by the
                                         Employer (in the course of the
                                         Employer's trade or business) for which
                                         the Employer is required to furnish the
                                         Employee a written statement under
                                         Sections 6041(d) and 6051 (a)(3), and
                                         6052 of the Code. Compensation must be
                                         determined without regard to any rules
                                         under Section 3401(a) that limit the
                                         remuneration included in wages based on
                                         the nature or location of the
                                         employment or the services performed
                                         (such as the exception for agricultural
                                         labor in Section 3401(a)(2)).

                                    2.   Section 3401(a) wages. Compensation is
                                         defined as wages within the meaning of
                                         Section 3401(a) of the Code, 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)).

                                    3.   415 safe-harbor compensation.
                                         Compensation is defined as wages,
                                         salaries, and fees for professional
                                         services and other amounts received
                                         (without regard to whether or not an
                                         amount is paid in cash) for personal
                                         services actually rendered in the
                                         course of employment with the Employer
                                         maintaining the Plan to the extent that
                                         the amounts are includible in gross

                                     Page 1
<PAGE>


                                         income (including, but not limited to,
                                         commissions paid salesmen, compensation
                                         for services on the basis of a
                                         percentage of profits, commissions on
                                         insurance premiums, tips, bonuses,
                                         fringe benefits, and reimbursements or
                                         other expense allowances under an
                                         unaccountable plan (as described in
                                         1.62-2(c)), and excluding the
                                         following:

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

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

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

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

                           For any Self-Employed Individual covered under the
                           Plan, Compensation will mean Earned Income.

                    B.     Determination Period And Other Rules
                           Compensation shall include only that Compensation
                           which is actually paid to the Participant during the
                           determination period. Except as provided elsewhere in
                           this Plan, the determination period shall be the Plan
                           Year unless the Employer has selected another period
                           in the Adoption Agreement. If the Employer makes no
                           election, the determination period shall be the Plan
                           year.

                           Unless otherwise indicated 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 includible in
                           the gross income of the Employee under Sections 125,
                           402(e)(3), 402(h)(1)(B) or 403(b) of the Code.

                           Where this Plan is being adopted as an amendment and
                           restatement to bring a Prior Plan into compliance
                           with the Tax Reform Act of 1986, such Prior Plan's
                           definition of Compensation shall apply for Plan Years
                           beginning before January 1, 1989.

                    C.     Limits On Compensation
                           For years beginning after December 31, 1988 and
                           before January 1, 1994, the annual Compensation of
                           each Participant taken into account for determining
                           all benefits provided under the Plan for any
                           determination period 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 Plan Years beginning in such calendar
                           year and the first adjustment to the $200,000
                           limitation is effective on January 1, 1990.

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

                           If the period for determining Compensation used in
                           calculating an Employee's allocation for a
                           determination period is a short Plan Year (i.e.,
                           shorter than 12 months), the annual Compensation
                           limit is an amount equal to the otherwise applicable
                           annual Compensation limit multiplied by a fraction,
                           the numerator of which is the number of months in the
                           short Plan Year, and the denominator of which is 12.

                           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


                                        2
<PAGE>


                           the close of the year. If, as a result of the
                           application of such rules the adjusted $200,000
                           limitation is exceeded, then (except for purposes of
                           determining the portion of Compensation up to the
                           integration level, if this Plan provides for
                           permitted disparity), the limitation shall be
                           prorated among the affected individuals in proportion
                           to each such individual's Compensation as determined
                           under this Section prior to the application of this
                           limitation.

                           If Compensation for any prior determination period is
                           taken into account in determining an Employee's
                           allocations or benefits for the current determination
                           period, the Compensation for such prior determination
                           period is subject to the applicable annual
                           Compensation limit in effect for that prior period.
                           For this purpose, in determining allocations in Plan
                           Years beginning on or after January 1, 1989, the
                           annual Compensation limit in effect for determination
                           periods beginning before that date is $200,000. In
                           addition, in determining allocations in Plan Years
                           beginning on or after January 1, 1994, the annual
                           Compensation limit in effect for determination
                           periods beginning before that date is $150,000.

         1.08              CUSTODIAN
                           Means an entity specified in the Adoption Agreement
                           as Custodian or any duly appointed successor as
                           provided in Section 5.09.

         1.09              DISABILITY
                           Unless the Employer has elected a different
                           definition in the Adoption Agreement, Disability
                           means the inability to engage in any substantial,
                           gainful activity by reason of any medically
                           determinable physical or mental impairment that can
                           be expected to result in death or which has lasted or
                           can be expected to last for a continuous period of
                           not less than 12 months. The permanence and degree of
                           such impairment shall be supported by medical
                           evidence.

         1.10              EARLY RETIREMENT AGE
                           Means the age specified in the Adoption Agreement.
                           The Plan will not have an Early Retirement Age if
                           none is specified in the Adoption Agreement.

         1.11              EARNED INCOME
                           Means 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 Employer by Section 164(f)
                           of the Code for taxable years beginning after
                           December 31, 1989.

         1.12              EFFECTIVE DATE
                           Means the date the Plan becomes effective as
                           indicated in the Adoption Agreement. However, as
                           indicated in the Adoption Agreement, certain
                           provisions may have specific effective dates.
                           Further, where a separate date is stated in the Plan
                           as of which a particular Plan provision becomes
                           effective, such date will control with respect to
                           that provision.

         1.13              ELIGIBILITY COMPUTATION PERIOD
                           An Employee's initial Eligibility Computation Period
                           shall be the 12 consecutive month period commencing
                           on the Employee's Employment Commencement Date. The
                           Employee's subsequent Eligibility Computation Periods
                           shall be the 12 consecutive month periods commencing
                           on the anniversaries of his or her Employment
                           Commencement Date; provided, however, if pursuant to
                           the Adoption Agreement, an Employee is required to
                           complete one or less Years of Eligibility Service to
                           become a Participant, then his or her subsequent
                           Eligibility Computation Periods shall be the Plan
                           Years commencing with the Plan Year beginning during
                           his or her initial Eligibility Computation Period. An
                           Employee does not complete a Year of Eligibility
                           Service before the end of the 12 consecutive month
                           period regardless of when during such period the
                           Employee completes the required number of Hours of
                           Service.

         1.14              EMPLOYEE
                           Means any person employed by an Employer maintaining
                           the Plan or of any other employer required to be
                           aggregated with such Employer under Sections 414(b),
                           (c), (m) or (o) of the Code.


                                       3
<PAGE>

                           The term Employee shall also include any Leased
                           Employee deemed to be an Employee of any Employer
                           described in the previous paragraph as provided in
                           Section 414(n) or (o) of the Code.

         1.15              EMPLOYER
                           Means any corporation, partnership,
                           sole-proprietorship or other entity named in the
                           Adoption Agreement and any successor who by merger,
                           consolidation, purchase or otherwise assumes the
                           obligations of the Plan. A partnership is considered
                           to be the Employer of each of the partners and a
                           sole-proprietorship is considered to be the Employer
                           of a sole proprietor. Where this Plan is being
                           maintained by a union or other entity that represents
                           its member Employees in the negotiation of collective
                           bargaining agreements, the term Employer shall mean
                           such union or other entity.

         1.16              EMPLOYER CONTRIBUTION
                           Means the amount contributed by the Employer each
                           year as determined under this Plan.

         1.17              EMPLOYMENT COMMENCEMENT DATE
                           An Employee's Employment Commencement date means the
                           date the Employee first performs an Hour of Service
                           for the Employer.

         1.18              EMPLOYER PROFIT SHARING CONTRIBUTION
                           Means an Employer Contribution made pursuant to the
                           Section of the Adoption Agreement titled "Employer
                           Profit Sharing Contributions." The Employer may make
                           Employer Profit Sharing Contributions without regard
                           to current or accumulated earnings or profits.

         1.19              ENTRY DATES
                           Means the first day of the Plan Year and the first
                           day of the seventh month of the Plan Year, unless the
                           Employer has specified different dates in the
                           Adoption Agreement..

         1.20              ERISA
                           Means the Employee Retirement Income Security Act of
                           1974 as amended from time-to-time.

         1.21              FORFEITURE
                           Means that portion of a Participant's Individual
                           Account derived from Employer Contributions which he
                           or she is not entitled to receive (i.e., the
                           nonvested portion).

         1.22              FUND
                           Means the Plan assets held by the Trustee for the
                           Participants' exclusive benefit.

         1.23              HIGHLY COMPENSATED EMPLOYEE
                           The term Highly Compensated Employee includes highly
                           compensated active employees and highly compensated
                           former employees.

                           A highly compensated active employee includes any
                           Employee who performs service for the Employer during
                           the determination year and who, during the look-back
                           year: (a) received Compensation from the Employer in
                           excess of $75,000 (as adjusted pursuant to Section
                           415(d) of the Code); (b) received Compensation from
                           the Employer in excess of $50,000 (as adjusted
                           pursuant to Section 415(d) of the Code) and was a
                           member of the top-paid group for such year; or (c)
                           was an officer of the Employer and received
                           Compensation during such year that is greater than
                           50% of the dollar limitation in effect under Section
                           415(b)(1)(A) of the Code. The term Highly Compensated
                           Employee also includes: (a) Employees who are both
                           described in the preceding sentence if the term
                           "determination year" is substituted for the term
                           "look-back year" and the Employee is one of the 100
                           Employees who received the most Compensation from the
                           Employer during the determination year; and (b)
                           Employees who are 5% owners at any time during the
                           look-back year or determination year.

                           If no officer has satisfied the Compensation
                           requirement of (c) above during either a
                           determination year or look-back year, the highest
                           paid officer for such year shall be treated as a
                           Highly Compensated Employee.

                           For this purpose, the determination year shall be the
                           Plan Year. The look-back year shall be the 12 month
                           period immediately preceding the determination year.

                           A highly compensated former employee includes any
                           Employee who separated from service (or was deemed to
                           have separated) prior to the determination year,
                           performs no service for the Employer during the



                                       4
<PAGE>

                           determination year, and was a highly compensated
                           active employee for either the separation year or any
                           determination year ending on or after the Employee's
                           55th birthday.

                           If an Employee is, during a determination year or
                           look-back year, a family member of either a 5% 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% owner or top 10
                           Highly Compensated Employee shall be aggregated. In
                           such case, the family member and 5% owner or top 10
                           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 5% owner or top 10 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.

         1.24              HOURS OF SERVICE - Means

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

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

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

                           D.       Solely for purposes of determining whether a
                                    Break in Eligibility Service or a Break in
                                    Vesting Service has occurred in a
                                    computation period (the computation period
                                    for purposes of determining whether a Break
                                    in Vesting Service has occurred is the Plan
                                    Year or other vesting computation period
                                    described in Section 1.50), an individual
                                    who is absent from work for maternity or
                                    paternity reasons shall receive credit for
                                    the Hours of Service which would otherwise
                                    have been credited to such individual but
                                    for such absence, or in any case in which
                                    such hours cannot be determined, 8 Hours of
                                    Service per day of such absence. For
                                    purposes of this paragraph, an absence from
                                    work for maternity or paternity reasons
                                    means an absence (1) by reason of the
                                    pregnancy of the individual, (2) by reason
                                    of a 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. The Hours of
                                    Service credited under this paragraph shall
                                    be credited (1) in the Eligibility
                                    Computation Period or Plan Year or other
                                    vesting computation period described in
                                    Section 1.50 in which the absence begins if
                                    the crediting is necessary to prevent a
                                    Break in Eligibility Service or a Break in
                                    Vesting Service in the applicable period, or
                                    (2) in all other cases, in the following
                                    Eligibility Computation Period or Plan Year
                                    or other vesting computation period
                                    described in Section 1.50.

                           E.       Hours of Service will be credited for
                                    employment with other members of an
                                    affiliated service group (under Section
                                    414(m) of the Code), a controlled group of
                                    corporations (under Section 414(b) of the
                                    Code), or a group of trades or businesses
                                    under common control (under Section


                                       5
<PAGE>

                                    414(c) of the Code) of which the adopting
                                    Employer is a member, and any other entity
                                    required to be aggregated with the Employer
                                    pursuant to Section 414(o) of the Code and
                                    the regulations thereunder.

                                    Hours of Service will also be credited for
                                    any individual considered an Employee for
                                    purposes of this Plan under Code Sections
                                    414(n) or 414(o) and the regulations
                                    thereunder.

                           F.       Where the Employer maintains the plan of a
                                    predecessor employer, service for such
                                    predecessor employer shall be treated as
                                    service for the Employer.

                           G.       The above method for determining Hours of
                                    Service may be altered as specified in the
                                    Adoption Agreement.

         1.25              INDIVIDUAL ACCOUNT
                           Means the account established and maintained under
                           this Plan for each Participant in accordance with
                           Section 4.01.

         1.26              INVESTMENT FUND
                           Means a subdivision of the Fund established pursuant
                           to Section 5.05.

         1.27              KEY EMPLOYEE
                           Means any person who is determined to be a Key
                           Employee under Section 10.08.

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

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

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

         1.30              NORMAL RETIREMENT AGE
                           Means the age specified in the Adoption Agreement.
                           However, if the Employer enforces a mandatory
                           retirement age which is less than the Normal
                           Retirement Age, such mandatory age is deemed to be
                           the Normal Retirement Age. If no age is specified in
                           the Adoption Agreement, the Normal Retirement Age
                           shall be age 65.

         1.31              OWNER - EMPLOYEE
                           Means an individual who is a sole proprietor, or who
                           is a partner owning more than 10% of either the
                           capital or profits interest of the partnership.

         1.32              PARTICIPANT
                           Means any Employee or former Employee of the Employer
                           who has met the Plan's eligibility requirements, has
                           entered the Plan and who is or may become eligible to
                           receive a benefit of any type from this Plan or whose
                           Beneficiary may be eligible to receive any such
                           benefit.


                                       6
<PAGE>

         1.33              PLAN
                           Means the prototype defined contribution plan adopted
                           by the Employer. The Plan consists of this Basic Plan
                           Document plus the corresponding Adoption Agreement as
                           completed and signed by the Employer.

         1.34              PLAN ADMINISTRATOR
                           Means the person or persons determined to be the Plan
                           Administrator in accordance with Section 8.01.

         1.35              PLAN YEAR
                           Means the 12 consecutive month period which coincides
                           with the Employer's fiscal year or such other 12
                           consecutive month period as is designated in the
                           Adoption Agreement.

         1.36              PRIOR PLAN
                           Means a plan which was amended or replaced by
                           adoption of this Plan document as indicated in the
                           Adoption Agreement.

         1.37              PROTOTYPE SPONSOR
                           Means the entity specified in the Adoption Agreement
                           that makes this prototype plan available to employers
                           for adoption.

         1.38              QUALIFYING PARTICIPANT
                           Means a Participant who has satisfied the
                           requirements described in Section 3.01(B)(2) to be
                           entitled to share in any Employer Contribution (and
                           Forfeitures, if applicable) for a Plan Year.

         1.39              RELATED EMPLOYER
                           Means an employer that may be required to be
                           aggregated with the Employer adopting this Plan for
                           certain qualification requirements under Sections
                           414(b), (c), (m) or (o) of the Code (or any other
                           employer that has ownership in common with the
                           Employer). A Related Employer may participate in this
                           Plan if so indicated in the Section of the Adoption
                           Agreement titled "Employer Information" or if such
                           Related Employer executes a Related Employer
                           Participation Agreement.

         1.40              RELATED EMPLOYER PARTICIPATION AGREEMENT
                           Means the agreement under this prototype Plan that a
                           Related Employer may execute to participate in this
                           Plan.

         1.41              SELF-EMPLOYED INDIVIDUAL
                           Means an individual who has Earned Income for the
                           taxable year from the trade or business for which the
                           Plan is established; also, an individual who would
                           have had Earned Income but for the fact that the
                           trade or business had no net profits for the taxable
                           year.

         1.42              SEPARATE FUND
                           Means a subdivision of the Fund held in the name of a
                           particular Participant representing certain assets
                           held for that Participant. The assets which comprise
                           a Participant's Separate Fund are those assets
                           earmarked for him or her and those assets subject to
                           the Participant's individual direction pursuant to
                           Section 5.14.

         1.43              TAXABLE WAGE BASE
                           Means, with respect to any taxable year, the
                           contribution and benefit base in effect under Section
                           230 of the Social Security Act at the beginning of
                           the Plan Year.

         1.44              TERMINATION OF EMPLOYMENT
                           A Termination of Employment of an Employee of an
                           Employer shall occur whenever his or her status as an
                           Employee of such Employer ceases for any reason other
                           than death. An Employee who does not return to work
                           for the Employer on or before the expiration of an
                           authorized leave of absence from such Employer shall
                           be deemed to have incurred a Termination of
                           Employment when such leave ends.

         1.45              TOP-HEAVY PLAN
                           This Plan is a Top-Heavy Plan for any Plan Year if it
                           is determined to be such pursuant to Section 10.08.

         1.46              TRUSTEE
                           Means an individual, individuals or corporation
                           specified in the Adoption Agreement as Trustee or any
                           duly appointed successor as provided in Section 5.09.
                           Trustee shall mean Custodian in the event the
                           financial organization named as Trustee does not have
                           full trust powers.


                                       7
<PAGE>

         1.47              VALUATION DATE
                           Means the date or dates as specified in the Adoption
                           Agreement. If no date is specified in the Adoption
                           Agreement, the Valuation Date shall be the last day
                           of the Plan Year and each other date designated by
                           the Plan Administrator which is selected in a uniform
                           and nondiscriminatory manner when the assets of the
                           Fund are valued at their then fair market value.

         1.48              VESTED
                           Means nonforfeitable, that is, a claim which is
                           unconditional and legally enforceable against the
                           Plan obtained by a Participant or the Participant's
                           Beneficiary to that part of an immediate or deferred
                           benefit under the Plan which arises from a
                           Participant's Years of Vesting Service.

         1.49              YEAR OF ELIGIBILITY SERVICE
                           Means a 12 consecutive month period which coincides
                           with an Eligibility Computation Period during which
                           an Employee completes at least 1,000 Hours of Service
                           (or such lesser number of Hours of Service specified
                           in the Adoption Agreement for this purpose). An
                           Employee does not complete a Year of Eligibility
                           Service before the end of the 12 consecutive month
                           period regardless of when during such period the
                           Employee completes the required number of Hours of
                           Service.

         1.50              YEAR OF VESTING SERVICE
                           Means a Plan Year during which an Employee completes
                           at least 1,000 Hours of Service (or such lesser
                           number of Hours of Service specified in the Adoption
                           Agreement for this purpose). Notwithstanding the
                           preceding sentence, where the Employer so indicates
                           in the Adoption Agreement, vesting shall be computed
                           by reference to the 12 consecutive month period
                           beginning with the Employee's Employment Commencement
                           Date and each successive 12 month period commencing
                           on the anniversaries thereof.

                           In the case of a Participant who has 5 or more
                           consecutive Breaks in Vesting Service, all Years of
                           Vesting Service after such Breaks in Vesting Service
                           will be disregarded for the purpose of determining
                           the Vested portion of his or her Individual Account
                           derived from Employer Contributions that accrued
                           before such breaks. Such Participant's prebreak
                           service will count in vesting the postbreak
                           Individual Account derived from Employer
                           Contributions only if either:

                           (A)      such Participant had any Vested right to any
                                    portion of his or her Individual Account
                                    derived from Employer Contributions at the
                                    time of his or her Termination of
                                    Employment; or

                           (B)      upon returning to service, the number of
                                    consecutive Breaks in Vesting Service is
                                    less than his or her number of Years of
                                    Vesting Service before such breaks.

                                    Separate subaccounts will be maintained for
                                    the Participant's prebreak and postbreak
                                    portions of his or her Individual Account
                                    derived from Employer Contributions. Both
                                    subaccounts will share in the gains and
                                    losses of the Fund.

                                    Years of Vesting Service shall not include
                                    any period of time excluded from Years of
                                    Vesting Service in the Adoption Agreement.

                                    In the event the Plan Year is changed to a
                                    new 12-month period, Employees shall receive
                                    credit for Years of Vesting Service, in
                                    accordance with the preceding provisions of
                                    this definition, for each of the Plan Years
                                    (the old and new Plan Years) which overlap
                                    as a result of such change.

SECTION TWO                ELIGIBILITY AND PARTICIPATION

         2.01              ELIGIBILITY TO PARTICIPATE
                           Each Employee of the Employer, except those Employees
                           who belong to a class of Employees which is excluded
                           from participation as indicated in the Adoption
                           Agreement, shall be eligible to participate in this
                           Plan upon the satisfaction of the age and Years of
                           Eligibility Service requirements specified in the
                           Adoption Agreement.


                                       8
<PAGE>

         2.02              PLAN ENTRY

                           A.       If this Plan is a replacement of a Prior
                                    Plan by amendment or restatement, each
                                    Employee of the Employer who was a
                                    Participant in said Prior Plan before the
                                    Effective Date shall continue to be a
                                    Participant in this Plan.

                           B.       An Employee will become a Participant in the
                                    Plan as of the Effective Date if the
                                    Employee has met the eligibility
                                    requirements of Section 2.01 as of such
                                    date. After the Effective Date, each
                                    Employee shall become a Participant on the
                                    first Entry Date following the date the
                                    Employee satisfies the eligibility
                                    requirements of Section 2.01 unless
                                    otherwise indicated in the Adoption
                                    Agreement.

                           C.       The Plan Administrator shall notify each
                                    Employee who becomes eligible to be a
                                    Participant under this Plan and shall
                                    furnish the Employee with the application
                                    form, enrollment forms or other documents
                                    which are required of Participants. The
                                    eligible Employee shall execute such forms
                                    or documents and make available such
                                    information as may be required in the
                                    administration of the Plan.

         2.03              TRANSFER TO OR FROM INELIGIBLE CLASS
                           If an Employee who had been a Participant becomes
                           ineligible to participate because he or she is no
                           longer a member of an eligible class of Employees,
                           but has not incurred a Break in Eligibility Service,
                           such Employee shall participate immediately upon his
                           or her return to an eligible class of Employees. If
                           such Employee incurs a Break in Eligibility Service,
                           his or her eligibility to participate shall be
                           determined by Section 2.04.

                           An Employee who is not a member of the eligible class
                           of Employees will become a Participant immediately
                           upon becoming a member of the eligible class provided
                           such Employee has satisfied the age and Years of
                           Eligibility Service requirements. If such Employee
                           has not satisfied the age and Years of Eligibility
                           Service requirements as of the date he or she becomes
                           a member of the eligible class, such Employee shall
                           become a Participant on the first Entry Date
                           following the date he or she satisfies those
                           requirements unless otherwise indicated in the
                           Adoption Agreement.

         2.04              RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY
                           SERVICE

                           A.       Employee Not Participant Before Break - If
                                    an Employee incurs a Break in Eligibility
                                    Service before satisfying the Plan's
                                    eligibility requirements, such Employee's
                                    Years of Eligibility Service before such
                                    Break in Eligibility Service will not be
                                    taken into account.

                           B.       Nonvested Participants - In the case of a
                                    Participant who does not have a Vested
                                    interest in his or her Individual Account
                                    derived from Employer Contributions, Years
                                    of Eligibility Service before a period of
                                    consecutive Breaks in Eligibility Service
                                    will not be taken into account for
                                    eligibility purposes if the number of
                                    consecutive Breaks in Eligibility Service in
                                    such period equals or exceeds the greater of
                                    5 or the aggregate number of Years of
                                    Eligibility Service before such break. Such
                                    aggregate number of Years of Eligibility
                                    Service will not include any Years of
                                    Eligibility Service disregarded under the
                                    preceding sentence by reason of prior
                                    breaks.

                                    If a Participant's Years of Eligibility
                                    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
                                    Eligibility 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 reemployment.

                           C.      Vested Participants - A Participant who has
                                   sustained a Break in Eligibility Service and
                                   who had a Vested interest in all or a portion
                                   of his or her Individual Account derived from
                                   Employer Contributions shall continue to
                                   participate in the Plan, or, if terminated,
                                   shall participate immediately upon
                                   reemployment.

         2.05              DETERMINATIONS UNDER THIS SECTION
                           The Plan Administrator shall determine the
                           eligibility of each Employee to be a Participant.
                           This determination shall be conclusive and binding
                           upon all persons except as otherwise provided herein
                           or by law.


                                       9
<PAGE>

         2.06              TERMS OF EMPLOYMENT
                           Neither the fact of the establishment of the Plan nor
                           the fact that a common law Employee has become a
                           Participant shall give to that common law Employee
                           any right to continued employment; nor shall either
                           fact limit the right of the Employer to discharge or
                           to deal otherwise with a common law Employee without
                           regard to the effect such treatment may have upon the
                           Employee's rights under the Plan.

         2.07              SPECIAL RULES WHERE ELAPSED TIME METHOD IS BEING USED
                           This Section 2.07 shall apply where the Employer has
                           indicated in the Adoption Agreement that the elapsed
                           time method will be used. When this Section applies,
                           the definitions of year of service, break in service
                           and hour of service in this Section will replace the
                           definitions of Year of Eligibility Service, Year of
                           Vesting Service, Break in Eligibility Service, Break
                           in Vesting Service and Hours of Service found in the
                           Definitions Section of the Plan (Section One).

                           For purposes of determining an Employee's initial or
                           continued eligibility to participate in the Plan or
                           the Vested interest in the Participant's Individual
                           Account balance derived from Employer Contributions,
                           (except for periods of service which may be
                           disregarded on account of the "rule of parity"
                           described in Sections 1.50 and 2.04) 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 (or 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 will
                           mean each hour for which an 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) of the Code), a
                           controlled group of corporations (under Section
                           414(b) of the Code), a group of trades or businesses
                           under common control (under Section 414(c) of the
                           Code), or any other entity required to be aggregated
                           with the Employer pursuant to Section 414(o) of the
                           Code, 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) of the
                           Code.

         2.08              ELECTION NOT TO PARTICIPATE
                           This Section 2.08 will apply if this Plan is a
                           nonstandardized plan and the Adoption Agreement so
                           provides. If this Section applies, then an Employee
                           or a Participant may elect not to participate in the
                           Plan for one or more Plan Years. The Employer may not
                           contribute for an Employee or Participant for any
                           Plan Year during which such Employee's or
                           Participant's election not to participate is in
                           effect. Any election not to participate must be in
                           writing and filed with the Plan Administrator.

                           The Plan Administrator shall establish such uniform
                           and nondiscriminatory rules as it deems necessary or
                           advisable to carry out the terms of this Section,
                           including, but not limited to, rules prescribing the
                           timing of the filing of elections not to participate
                           and the procedures for electing to re-participate in
                           the Plan.


                                       10
<PAGE>
                           An Employee or Participant continues to earn credit
                           for vesting and eligibility purposes for each Year of
                           Vesting Service or Year of Eligibility Service he or
                           she completes and his or her Individual Account (if
                           any) will share in the gains or losses of the Fund
                           during the periods he or she elects not to
                           participate.

SECTION THREE              CONTRIBUTIONS

         3.01              EMPLOYER CONTRIBUTIONS

                           A.       Obligation to Contribute - The Employer
                                    shall make contributions to the Plan in
                                    accordance with the contribution formula
                                    specified in the Adoption Agreement. If this
                                    Plan is a profit sharing plan, the Employer
                                    shall, in its sole discretion, make
                                    contributions without regard to current or
                                    accumulated earnings or profits.

                           B.       Allocation Formula and the Right to Share in
                                    the Employer Contribution

                                    1.  General - The Employer Contribution for
                                        any Plan Year will be allocated or
                                        contributed to the Individual Accounts
                                        of Qualifying Participants in accordance
                                        with the allocation or contribution
                                        formula specified in the Adoption
                                        Agreement. The Employer Contribution for
                                        any Plan Year will be allocated to each
                                        Participant's Individual Account as of
                                        the last day of that Plan Year.

                                        Any Employer Contribution for a Plan
                                        Year must satisfy Section 401(a)(4) and
                                        the regulations thereunder for such Plan
                                        Year.

                                    2.  Qualifying Participants - A Participant
                                        is a Qualifying Participant and is
                                        entitled to share in the Employer
                                        Contribution for any Plan Year if the
                                        Participant was a Participant on at
                                        least one day during the Plan Year and
                                        satisfies any additional conditions
                                        specified in the Adoption Agreement. If
                                        this Plan is a standardized plan, unless
                                        the Employer specifies more favorable
                                        conditions in the Adoption Agreement, a
                                        Participant will not be a qualifying
                                        Participant for a Plan Year if he or she
                                        incurs a Termination of Employment
                                        during such Plan Year with not more than
                                        500 Hours of Service if he or she is not
                                        an Employee on the last day of the Plan
                                        Year. The determination of whether a
                                        Participant is entitled to share in the
                                        Employer Contribution shall be made as
                                        of the last day of each Plan Year.

                                    3.  Special Rules for Integrated Plans -
                                        This Plan may not allocate contributions
                                        based on an integrated formula if the
                                        Employer maintains any other plan that
                                        provides for allocation of contributions
                                        based on an integrated formula that
                                        benefits any of the same Participants.
                                        If the Employer has selected the
                                        integrated contribution or allocation
                                        formula in the Adoption Agreement, then
                                        the maximum disparity rate shall be
                                        determined in accordance with the
                                        following table.

<TABLE>

                                            MAXIMUM DISPARITY RATE
<CAPTION>

                                                             Top-Heavy             Nonstandardized and
          Integration Level            Money Purchase      Profit Sharing     Non-Top-Heavy Profit Sharing

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

<S>                                         <C>                 <C>                       <C>
  Taxable Wage Base (TWB)                   5.7%                2.7%                      5.7%

  More than $0 but not more than
  20% of TWB                                5.7%                2.7%                      5.7%

  More than 20% of TWB but not
  more than 80% of TWB                      4.3%                1.3%                      4.3%

  More than 80% of TWB but not
  more than TWB                             5.4%                2.4%                      5.4%
</TABLE>
                                       11
<PAGE>


                           C.       Allocation of Forfeitures - Forfeitures for
                                    a Plan Year which arise as a result of the
                                    application of Section 6.01(D) shall be
                                    allocated as follows:

                                    1.  Profit Sharing Plan - If this is a
                                        profit sharing plan, unless the Adoption
                                        Agreement indicates otherwise,
                                        Forfeitures shall be allocated in the
                                        manner provided in Section 3.01(B) (for
                                        Employer Contributions) to the
                                        Individual Accounts of Qualifying
                                        Participants who are entitled to share
                                        in the Employer Contribution for such
                                        Plan Year. Forfeitures shall be
                                        allocated as of the last day of the Plan
                                        Year during which the Forfeiture arose
                                        (or any subsequent Plan Year if
                                        indicated in the Adoption Agreement).

                                    2.  Money Purchase Pension and Target
                                        Benefit Plan - If this Plan is a money
                                        purchase plan or a target benefit plan,
                                        unless the Adoption Agreement indicates
                                        otherwise, Forfeitures shall be applied
                                        towards the reduction Employer
                                        Contributions to the Plan. Forfeitures
                                        shall be allocated as of the last day of
                                        the Plan Year during which the
                                        Forfeiture arose (or any subsequent Plan
                                        Year if indicated in the Adoption
                                        Agreement).

                           D.       Timing of Employer Contribution - The
                                    Employer Contribution for each Plan Year
                                    shall be delivered to the Trustee (or
                                    Custodian, if applicable) not later than the
                                    due date for filing the Employer's income
                                    tax return for its fiscal year in which the
                                    Plan Year ends, including extensions
                                    thereof.

                           E.       Minimum Allocation for Top-Heavy Plans - The
                                    contribution and allocation provisions of
                                    this Section 3.01(E) shall apply for any
                                    Plan Year with respect to which this Plan is
                                    a Top-Heavy Plan.

                                    1.  Except as otherwise provided in (3) and
                                        (4) below, the Employer Contributions
                                        and Forfeitures allocated on behalf of
                                        any Participant who is not a Key
                                        Employee shall not be less than the
                                        lesser of 3% of such Participant's
                                        Compensation or (in the case where the
                                        Employer has no defined benefit plan
                                        which designates this Plan to satisfy
                                        Section 401 of the Code) the largest
                                        percentage of Employer Contributions and
                                        Forfeitures, as a percentage of the
                                        first $200,000 ($150,000 for Plan Years
                                        beginning after December 31, 1993),
                                        (increased by any cost of living
                                        adjustment made by the Secretary of
                                        Treasury or the Secretary's delegate) of
                                        the Key Employee's Compensation,
                                        allocated on behalf of any Key Employee
                                        for that year. The minimum allocation is
                                        determined without regard to any Social
                                        Security contribution. The Employer may,
                                        in the Adoption Agreement, limit the
                                        Participants who are entitled to receive
                                        the minimum allocation. This minimum
                                        allocation shall be made even though
                                        under other Plan provisions, the
                                        Participant would not otherwise be
                                        entitled to receive an allocation, or
                                        would have received a lesser allocation
                                        for the year because of (a) the
                                        Participant's failure to complete 1,000
                                        Hours of Service (or any equivalent
                                        provided in the Plan), or (b) the
                                        Participant's failure to make mandatory
                                        Nondeductible Employee Contributions to
                                        the Plan, or (c) Compensation less than
                                        a stated amount.

                                    2.  For purposes of computing the minimum
                                        allocation, Compensation shall mean
                                        Compensation as defined in Section 1.07
                                        of the Plan and shall include any
                                        amounts contributed by the Employer
                                        pursuant to a salary reduction agreement
                                        and which is not includible in the gross
                                        income of the Employee under Sections
                                        125, 402(e)(3), 402(h)(1)(B) or 403(b)
                                        of the Code even if the Employer has
                                        elected to exclude such contributions
                                        the definition of Compensation used for
                                        other purposes under the Plan.

                                    3.  The provision in (1) above shall not
                                        apply to any Participant who was not
                                        employed by the Employer on the last day
                                        of the Plan Year.

                                    4.  The provision in (1) 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.

                                    5.  The minimum allocation required under
                                        this Section 3.01(E) and Section
                                        3.01(F)(1) (to the extent required to
                                        nonforfeitable under Code Section
                                        416(b)) may not be forfeited under Code
                                        Section 411(a)(3)(B) or 411(a)(3)(D).


                                       12
<PAGE>

                           F.       Special Requirements for Paired Plans - The
                                    Employer maintains paired plans if the
                                    Employer has adopted both a standardized
                                    profit sharing plan and a standardized money
                                    purchase pension plan using this Basic Plan
                                    Document.

                                    1.  Minimum Allocation - When the paired
                                        plans are top-heavy, the top-heavy
                                        requirements set forth in Section
                                        3.01(E)(1) of the Plan shall apply.

                                        a.  Same eligibility requirements. In
                                            satisfying the top-heavy minimum
                                            allocation requirements set forth in
                                            Section 3.01(E) of the Plan, if the
                                            Employees benefiting under each of
                                            the paired plans are identical, the
                                            top-heavy minimum allocation shall
                                            be made to the money purchase
                                            pension plan.

                                        b.  Different eligibility requirements.
                                            In satisfying the top-heavy minimum
                                            allocation requirements set forth in
                                            Section 3.01(E) of the Plan, if the
                                            Employees benefiting under each of
                                            the paired plans are not identical,
                                            the top-heavy minimum allocation
                                            will be made to both of the paired
                                            plans.

                                        A Participant is treated as benefiting
                                        under the Plan for any Plan Year during
                                        which the Participant received or is
                                        deemed to receive an allocation in
                                        accordance with Section 1.410(b)-3(a).

                                    2.  Only One Plan Can Be Integrated - If the
                                        Employer maintains paired plans, only
                                        one of the Plans may provide for the
                                        disparity in contributions which is
                                        permitted under Section 401(1) of the
                                        Code. In the event that both Adoption
                                        Agreements provide for such integration,
                                        only the money purchase pension plan
                                        shall be deemed to be integrated.

                           G.       Return of the Employer Contribution to the
                                    Employer Under Special Circumstances - Any
                                    contribution made by the Employer because of
                                    a mistake of fact must be returned to the
                                    Employer within one year of the
                                    contribution.

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

                                    In the event that a contribution made by the
                                    Employer under this Plan is conditioned on
                                    deductibility and is not deductible under
                                    Code Section 404, the contribution, to the
                                    extent of the amount disallowed, must be
                                    returned to the Employer within one year
                                    after the deduction is disallowed.

                           H.       Omission of Participant

                                    1.  If the Plan is a money purchase plan or
                                        a target benefit plan and, if in any
                                        Plan Year, any Employee who should be
                                        included as a Participant is erroneously
                                        omitted and discovery of such omission
                                        is not made until after a contribution
                                        by the Employer for the year has been
                                        made and allocated, the Employer shall
                                        make a subsequent contribution to
                                        include earnings thereon, with respect
                                        to the omitted Employee in the amount
                                        which the Employer would have
                                        contributed with respect to that
                                        Employee had he or she not been omitted.

                                    2.  If the Plan is a profit sharing plan,
                                        and if in any Plan Year, any Employee
                                        who should be included as a Participant
                                        is erroneously omitted and discovery of
                                        such omission is not made until after
                                        the Employer Contribution has been made
                                        and allocated, then the Plan
                                        Administrator must re-do the allocation
                                        (if a correction can be made) and inform
                                        the Employee. Alternatively, the
                                        Employer may choose to contribute for
                                        the omitted Employee the amount to
                                        include earnings thereon, which the
                                        Employer would have contributed for the
                                        Employee.


                                       13
<PAGE>

         3.02              NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
                           This Plan will not accept Nondeductible Employee
                           Contributions and matching contributions for Plan
                           Years beginning after the Plan Year in which this
                           Plan is adopted by the Employer. Nondeductible
                           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
                           nondiscrimination test of Section 401(m) of the Code.

                           A separate account will be maintained by the Plan
                           Administrator for the Nondeductible Employee
                           Contributions of each Participant.

                           A Participant may, upon a written request submitted
                           to the Plan Administrator withdraw the lesser of the
                           portion of his or her Individual Account attributable
                           to his or her Nondeductible Employee Contributions or
                           the amount he or she contributed as Nondeductible
                           Employee Contributions.

                           Nondeductible Employee Contributions and earnings
                           thereon will be nonforfeitable at all times. No
                           Forfeiture will occur solely as a result of an
                           Employee's withdrawal of Nondeductible Employee
                           Contributions.

                           The Plan Administrator will not accept deductible
                           employee contributions which are made for a taxable
                           year beginning after December 31, 1986. Contributions
                           made prior to that date will be maintained in a
                           separate account which will be nonforfeitable at all
                           times. The account will share in the gains and losses
                           of the Fund in the same manner as described in
                           Section 4.03 of the Plan. No part of the deductible
                           employee contribution account will be used to
                           purchase life insurance. Subject to Section 6.05,
                           joint and survivor annuity requirements (if
                           applicable), the Participant may withdraw any part of
                           the deductible employee contribution account by
                           making a written application to the Plan
                           Administrator.

         3.03              ROLLOVER CONTRIBUTIONS
                           If so indicated in the Adoption Agreement, an
                           Employee may contribute a rollover contribution to
                           the Plan. The Plan Administrator may require the
                           Employee to submit a written certification that the
                           contribution qualifies as a rollover contribution
                           under the applicable provisions of the Code. If it is
                           later determined that all or part of a rollover
                           contribution was ineligible to be rolled into the
                           Plan, the Plan Administrator shall direct that any
                           ineligible amounts, plus earnings attributable
                           thereto, be distributed from the Plan to the Employee
                           as soon as administratively feasible.

                           A separate account shall be maintained by the Plan
                           Administrator for each Employee's rollover
                           contributions which will be nonforfeitable at all
                           times. Such account will share in the income and
                           gains and losses of the Fund in the manner described
                           in Section 4.03 and shall be subject to the Plan's
                           provisions governing distributions.

                           The Employer may, in a uniform and nondiscriminatory
                           manner, only allow Employees who have become
                           Participants in the Plan to make rollover
                           contributions.

         3.04              TRANSFER CONTRIBUTIONS
                           If so indicated in the Adoption Agreement, the
                           Trustee (or Custodian, if applicable) may receive any
                           amounts transferred to it from the trustee or
                           custodian of another plan qualified under Code
                           Section 401(a). If it is later determined that all or
                           part of a transfer contribution was ineligible to be
                           transferred into the Plan, the Plan Administrator
                           shall direct that any, ineligible amounts, plus
                           earnings attributable thereto, be distributed from
                           the Plan to the Employee as soon as administratively
                           feasible.

                           A separate account shall be maintained by the Plan
                           Administrator for each Employee's transfer
                           contributions which will be nonforfeitable at all
                           times. Such account will share in the income and
                           gains and losses of the Fund in the manner described
                           in Section 4.03 and shall be subject to the Plan's
                           provisions governing distributions.

                           The Employer may, in a uniform and nondiscriminatory
                           manner, only allow Employees who have become
                           Participants in the Plan to make transfer
                           contributions.

         3.05              LIMITATION ON ALLOCATIONS
                           A.       If the Participant does not participate in,
                                    and has never participated in another
                                    qualified plan maintained by the Employer or
                                    a welfare benefit fund, as defined in
                                    Section 419(e) of the Code maintained by the
                                    Employer, or an individual medical account,
                                    as defined in Section 415(l)(2) of


                                       14
<PAGE>

                                    the Code, or a simplified employee pension
                                    plan, as defined in Section 408(k) of the
                                    Code, maintained by the Employer, which
                                    provides an annual addition as defined in
                                    Section 3.08(E)(1), the following rules
                                    shall apply:

                                    1.  The amount of annual additions which may
                                        be credited to the Participant's
                                        Individual Account for any limitation
                                        year will not exceed the lesser of the
                                        maximum permissible amount or any other
                                        limitation contained in this Plan. If
                                        the Employer Contribution that would
                                        otherwise be contributed or allocated to
                                        the Participant's Individual Account
                                        would cause the annual additions for the
                                        limitation year to exceed the maximum
                                        permissible amount, the amount
                                        contributed or allocated will be reduced
                                        so that the annual additions for the
                                        limitation year will equal the maximum
                                        permissible amount.

                                    2.  Prior to determining the Participant's
                                        actual Compensation for the limitation
                                        year, the Employer may determine the
                                        maximum permissible amount for a
                                        Participant on the basis of a reasonable
                                        estimation of the Participant's
                                        Compensation for the limitation year,
                                        uniformly determined for all
                                        Participants similarly situated.

                                    3.  As soon as is administratively feasible
                                        after the end of the limitation year,
                                        the maximum permissible amount for the
                                        limitation year will be determined on
                                        the basis of the Participant's actual
                                        Compensation for the limitation year.

                                    4.  If pursuant to Section 3.05(A)(3) or as
                                        a result of the allocation of
                                        Forfeitures there is an excess amount,
                                        the excess will be disposed of as
                                        follows:

                                        a.  Any Nondeductible Employee
                                            Contributions, to the extent they
                                            would reduce the excess amount, will
                                            be returned to the Participant;

                                        b.  If after the application of
                                            paragraph (a) an excess amount still
                                            exists, and the Participant is
                                            covered by the Plan at the end of
                                            the limitation year, the excess
                                            amount in the Participant's
                                            Individual Account will be used to
                                            reduce Employer Contributions
                                            (including any allocation of
                                            Forfeitures) for such Participant in
                                            the next limitation year, and each
                                            succeeding limitation year if
                                            necessary;

                                        c.  If after the application of
                                            paragraph (b) an excess amount still
                                            exists, and the Participant is not
                                            covered by the Plan at the end of a
                                            limitation year, the excess amount
                                            will be held unallocated in a
                                            suspense account. The suspense
                                            account will be applied to reduce
                                            future Employer Contributions
                                            (including allocation of any
                                            Forfeitures) for all remaining
                                            Participants in the next limitation
                                            year, and each succeeding limitation
                                            year if necessary;

                                        d.  If a suspense account is in
                                            existence at any time during a
                                            limitation year pursuant to this
                                            Section, it will not participate in
                                            the allocation of the Fund's
                                            investment gains and losses. If a
                                            suspense account is in existence at
                                            any time during a particular
                                            limitation year, all amounts in the
                                            suspense account must be allocated
                                            and reallocated to Participants'
                                            Individual Accounts before any
                                            Employer Contributions or any
                                            Nondeductible Employee Contributions
                                            may be made to the Plan for that
                                            limitation year. Excess amounts may
                                            not be distributed to Participants
                                            or former Participants.

                           B.       If, in addition to this Plan, the
                                    Participant is covered under another
                                    qualified master or prototype defined
                                    contribution plan maintained by the
                                    Employer, a welfare benefit fund maintained
                                    by the Employer, an individual medical
                                    account maintained by the Employer, or a
                                    simplified employee pension maintained by
                                    the Employer that provides an annual
                                    addition as defined in Section 3.05(e)(1),
                                    during any limitation year, the following
                                    rules apply:

                                    1.  The annual additions which may be
                                        credited to a Participant's Individual
                                        Account under this Plan for any such
                                        limitation year will not exceed the
                                        maximum permissible amount reduced by
                                        the annual additions credited to a
                                        Participant's Individual Account under
                                        the other qualified master or prototype
                                        plans, welfare benefit funds, individual
                                        medical accounts and simplified employee
                                        pensions for the same limitation year.
                                        If the annual additions with respect to
                                        the Participant under other qualified
                                        master or prototype defined contribution
                                        plans, welfare benefit funds, individual
                                        medical accounts and simplified employee
                                        pensions maintained by the Employer are
                                        less than the maximum permissible amount
                                        and the Employer Contribution


                                       15
<PAGE>

                                        that would otherwise be contributed or
                                        allocated to the Participant's
                                        Individual Account under this Plan would
                                        cause the annual additions for the
                                        limitation year to exceed this
                                        limitation, the amount contributed or
                                        allocated will be reduced so that the
                                        annual additions under all such plans
                                        and funds for the limitation year will
                                        equal the maximum permissible amount. If
                                        the annual additions with respect to the
                                        Participant under such other qualified
                                        master or prototype defined contribution
                                        plans, welfare benefit funds, individual
                                        medical accounts and simplified employee
                                        pensions in the aggregate are equal to
                                        or greater than the maximum permissible
                                        amount, no amount will be contributed or
                                        allocated to the Participant's
                                        Individual Account under this Plan for
                                        the limitation year.

                                    2.  Prior to determining the Participant's
                                        actual Compensation for the limitation
                                        year, the Employer may determine the
                                        maximum permissible amount for a
                                        Participant in the manner described in
                                        Section 3.05(A)(2).

                                    3.  As soon as is administratively feasible
                                        after the end of the limitation year,
                                        the maximum permissible amount for the
                                        limitation year will be determined on
                                        the basis of the Participant's actual
                                        Compensation for the limitation year.

                                    4.  If, pursuant to Section 3.05(B)(3) or as
                                        a result of the allocation of
                                        Forfeitures a Participant's annual
                                        additions under this Plan and such other
                                        plans would result in an excess amount
                                        for a limitation year, the excess amount
                                        will be deemed to consist of the annual
                                        additions last allocated, except that
                                        annual additions attributable to a
                                        simplified employee pension will be
                                        deemed to have been allocated first,
                                        followed by annual additions to a
                                        welfare benefit fund or individual
                                        medical account, regardless of the
                                        actual allocation date.

                                    5.  If an excess amount was allocated to a
                                        Participant on an allocation date of
                                        this Plan which coincides with an
                                        allocation date of another plan, the
                                        excess amount attributed to this Plan
                                        will be the product of,

                                        a.  the total excess amount allocated as
                                            of such date, times

                                        b.  the ratio of (i) the annual
                                            additions allocated to the
                                            Participant for the limitation year
                                            as of such date under this Plan to
                                            (ii) the total annual additions
                                            allocated to the Participant for the
                                            limitation year as of such date
                                            under this and all the other
                                            qualified prototype defined
                                            contribution plans.

                                    6.  Any excess amount attributed to this
                                        Plan will be disposed in the manner
                                        described in Section 3.05(A)(4).

                           C.       If the Participant is covered under another
                                    qualified defined contribution plan
                                    maintained by the Employer which is not a
                                    master or prototype plan, annual additions
                                    which may be credited to the Participant's
                                    individual Account under this Plan for any
                                    limitation year will be limited in
                                    accordance with Sections 3.05(B)(1) through
                                    3.05(B)(6) as though the other plan were a
                                    master or prototype plan unless the Employer
                                    provides other limitations in the Section of
                                    the Adoption Agreement titled "Limitation on
                                    Allocation - More Than One Plan."

                           D.       If the Employer maintains, or at any time
                                    maintained, a qualified defined benefit plan
                                    covering any Participant in this Plan, the
                                    sum of the Participant's defined benefit
                                    plan fraction and defined contribution plan
                                    fraction will not exceed 1.0 in any
                                    limitation year. The annual additions which
                                    may be credited to the Participant's
                                    Individual Account under this Plan for any
                                    limitation year will be limited in
                                    accordance with the Section of the Adoption
                                    Agreement titled "Limitation on Allocation -
                                    More Than One Plan."

                           E.       The following terms shall have the following
                                    meanings when used in this Section 3.05:

                                    1.  Annual additions: The sum of the
                                        following amounts credited to a
                                        Participant's Individual Account for the
                                        limitation year:

                                        a.  Employer Contributions,

                                        b.  Nondeductible Employee
                                            Contributions,


                                       16
<PAGE>

                                        c.  Forfeitures,

                                        d.  amounts allocated, after March 31,
                                            1984, to an individual medical
                                            account, as defined in Section
                                            415(I)(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) 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, and

                                        e.  allocations under a simplified
                                            employee pension.

                                            For this purpose, any excess amount
                                            applied under Section 3.05(A)(4) or
                                            3.05(B)(6) in the limitation year to
                                            reduce Employer Contributions will
                                            be considered annual additions for
                                            such limitation year.

                                    2.  Compensation: Means Compensation as
                                        defined in Section 1.07 of the Plan
                                        except that Compensation for purposes of
                                        this Section 3.05 shall not include any
                                        amounts contributed by the Employer
                                        pursuant to a salary reduction agreement
                                        and which is not includible in the gross
                                        income of the Employee under Sections
                                        125, 402(e)(3), 402(h)(1XB) or 403(b) of
                                        the Code even if the Employer has
                                        elected to include such contributions in
                                        the definition of Compensation used for
                                        other purposes under the Plan. Further,
                                        any other exclusion the Employer has
                                        elected (such as the exclusion of
                                        certain types of pay or pay earned
                                        before the Employee enters the Plan)
                                        will not apply for purposes of this
                                        Section.

                                        Notwithstanding the preceding sentence,
                                        Compensation for a Participant in a
                                        defined contribution plan who is
                                        permanently and totally disabled (as
                                        defined in Section 22(e)(3) of the Code)
                                        is the Compensation such Participant
                                        would have received for the limitation
                                        year if the Participant had been paid at
                                        the rate of Compensation paid
                                        immediately before becoming permanently
                                        and totally disabled; such imputed
                                        Compensation for the disabled
                                        Participant may be taken into account
                                        only if the Participant is not a Highly
                                        Compensated Employee (as defined in
                                        Section 414(a) of the Code) and
                                        contributions made on behalf of such
                                        Participant are nonforfeitable when
                                        made.

                                    3.  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% of the
                                        dollar limitation determined for the
                                        limitation year under Section 415(b) and
                                        (d) of the Code or 140% 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% 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 plan after May 5, 1986. The
                                        preceding sentence applies only if the
                                        defined benefit plans individually and
                                        in the aggregate satisfied the
                                        requirements of Section 415 of the Code
                                        for all limitation years beginning
                                        before January 1, 1987.

                                    4.  Defined contribution dollar limitation:
                                        $30,000 or if greater, one-fourth of the
                                        defined benefit dollar limitation set
                                        forth in Section 415(b)(1) of the Code
                                        as in effect for the limitation year.

                                    5.  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
                                        not terminated) maintained by the


                                       17
<PAGE>

                                        Employer for the current and all prior
                                        limitation years (including the annual
                                        additions attributable to the
                                        Participant's nondeductible employee
                                        contributions to all defined benefit
                                        plans, whether or not terminated,
                                        maintained by the Employer, and the
                                        annual additions attributable to all
                                        welfare benefit funds, as defined in
                                        Section 419(e) of the Code, individual
                                        medical accounts, and simplified
                                        employee pensions, 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% of the dollar limitation
                                        determined under Section 415(b) and (d)
                                        of the Code in effect under Section
                                        415(c)(l)(A) of the Code or 35% of the
                                        Participant's Compensation for such
                                        year.

                                        If the Employee was a Participant as of
                                        the end of the first day of the first
                                        limitation year beginning after December
                                        31, 1986, in one or more defined
                                        contribution plans maintained by the
                                        Employer which were in existence on May
                                        6, 1986, the numerator of this fraction
                                        will be adjusted if the sum of this
                                        fraction and the defined benefit
                                        fraction would otherwise exceed 1.0
                                        under the terms of this Plan. Under the
                                        adjustment, an amount equal to the
                                        product of (1) the excess of the sum of
                                        the fractions over 1.0 times (2) the
                                        denominator of this fraction, will be
                                        permanently subtracted from the
                                        numerator of this fraction. The
                                        adjustment is calculated using the
                                        fractions as they would be computed as
                                        of the end of the last limitation year
                                        beginning before January 1, 1987, and
                                        disregarding any changes in the terms
                                        and conditions of the Plan made after
                                        May 5, 1986, but using the Section 415
                                        limitation applicable to the first
                                        limitation year beginning on or after
                                        January 1, 1987.

                                        The annual addition for any limitation
                                        year beginning before January 1, 1987,
                                        shall not be recomputed to treat all
                                        Nondeductible Employee Contributions as
                                        annual additions.

                                    6.  Employer: For purposes of this Section
                                        3.05, Employer shall mean the 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 regulations under
                                        Section 414(o) of the Code.

                                    7.  Excess amount: The excess of the
                                        Participant's annual additions for the
                                        limitation year over the maximum
                                        permissible amount.

                                    8.  Highest average compensation: The
                                        average compensation for the three
                                        consecutive years of service with the
                                        Employer that produces the highest
                                        average.

                                    9.  Limitation year: A calendar year, or the
                                        12-consecutive month period elected by
                                        the Employer in the Adoption Agreement.
                                        All qualified plans maintained by the
                                        Employer must use the same limitation
                                        year. If the limitation year is amended
                                        to a different 12-consecutive month
                                        period, the new limitation year must
                                        begin on a date within the limitation
                                        year in which the amendment is made.

                                    10. Master or prototype plan: A plan the
                                        form of which is the subject of a
                                        favorable opinion letter from the
                                        Internal Revenue Service.

                                    11. Maximum permissible amount: The maximum
                                        annual addition that may be contributed
                                        or allocated to a Participant's
                                        Individual Account under the Plan for
                                        any limitation year shall not exceed the
                                        lesser of:

                                        a.  the defined contribution dollar
                                            limitation, or
                                        b.  25% of the Participant's
                                            Compensation for the limitation
                                            year.

                                        The compensation limitation referred to
                                        in (b) shall not apply to any
                                        contribution for medical benefits
                                        (within the meaning of Section 401(h) or
                                        Section 419A(f)(2) of the Code) which is
                                        otherwise treated as an annual addition
                                        under Section 415(IX1) or 419A(d)(2) of
                                        the Code.


                                       18
<PAGE>

                                        If a short limitation year is created
                                        because of an amendment changing the
                                        limitation year to a different
                                        12-consecutive month period, the maximum
                                        permissible amount will not exceed the
                                        defined contribution dollar limitation
                                        multiplied by the following fraction:

                                  Number of months in the short limitation year
                                  ---------------------------------------------
                                                        12

                                    12. Projected annual benefit: The annual
                                        retirement benefit (adjusted to an
                                        actuarially equivalent straight life
                                        annuity if such benefit is expressed in
                                        a form other than a straight life
                                        annuity or qualified joint and survivor
                                        annuity) to which the Participant would
                                        be entitled under the terms of the Plan
                                        assuming:

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

                                        b.  the Participant's Compensation for
                                            the current limitation year and all
                                            other relevant factors used to
                                            determine benefits under the Plan
                                            will remain constant for all future
                                            limitation years.

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

SECTION FOUR               INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION

         4.01              INDIVIDUAL ACCOUNTS

                           A.       The Plan Administrator shall establish and
                                    maintain an Individual Account in the name
                                    of each Participant to reflect the total
                                    value of his or her interest in the Fund.
                                    Each Individual Account established
                                    hereunder shall consist of such subaccounts
                                    as may be needed for each Participant
                                    including:

                                    1.  a subaccount to reflect Employer
                                        Contributions and Forfeitures allocated
                                        on behalf of a Participant;
                                    2.  a subaccount to reflect a Participant's
                                        rollover contributions;
                                    3.  a subaccount to reflect a Participant's
                                        transfer contributions;
                                    4.  a subaccount to reflect a Participant's
                                        Nondeductible Employee Contributions;
                                        and
                                    5.  a subaccount to reflect a Participant's
                                        deductible employee contributions.

                           B.       The Plan Administrator may establish
                                    additional accounts as it may deem necessary
                                    for the proper administration of the Plan,
                                    including, but not limited to, a suspense
                                    account for Forfeitures as required pursuant
                                    to Section 6.01(D).

         4.02              VALUATION OF FUND
                           The Fund will be valued each Valuation Date at fair
                           market value.

         4.03              VALUATION OF INDIVIDUAL ACCOUNTS

                           A.       Where all or a portion of the assets of a
                                    Participant's Individual Account are
                                    invested in a Separate Fund for the
                                    Participant, then the value of that portion
                                    of such Participant's Individual Account at
                                    any relevant time equals the sum of the fair
                                    market values of the assets in such Separate
                                    Fund, less any applicable charges or
                                    penalties.

                           B.       The fair market value of the remainder of
                                    each Individual Account is determined in the
                                    following manner:

                                    1.  First, the portion of the Individual
                                        Account invested in each Investment Fund
                                        as of the previous Valuation Date is
                                        determined. Each such portion is reduced
                                        by any withdrawal made from the
                                        applicable Investment Fund to or for the
                                        benefit of a Participant or the
                                        Participant's Beneficiary, further
                                        reduced by any amounts forfeited by the
                                        Participant pursuant to Section 6.01(D)
                                        and further reduced by any transfer to
                                        another Investment


                                       19
<PAGE>

                                        Fund since the previous Valuation Date
                                        and is increased by any amount
                                        transferred from another Investment Fund
                                        since the previous Valuation Date. The
                                        resulting amounts are the net Individual
                                        Account portions invested in the
                                        Investment Funds.

                                    2.  Secondly, the net Individual Account
                                        portions invested in each Investment
                                        Fund are adjusted upwards or downwards,
                                        pro rata (i.e., ratio of each net
                                        Individual Account portion to the sum of
                                        all net Individual Account portions) so
                                        that the sum of all the net Individual
                                        Account portions invested in an
                                        Investment Fund will equal the then fair
                                        market value of the Investment Fund.
                                        Notwithstanding the previous sentence,
                                        for the first Plan Year only, the net
                                        Individual Account portions shall be the
                                        sum of all contributions made to each
                                        Participant's Individual Account during
                                        the first Plan Year.

                                    3.  Thirdly, any contributions to the Plan
                                        and Forfeitures are allocated in
                                        accordance with the appropriate
                                        allocation provisions of Section 3. For
                                        purposes of Section 4, contributions
                                        made by the Employer for any Plan Year
                                        but after that Plan Year will be
                                        considered to have been made on the last
                                        day of that Plan Year regardless of when
                                        paid to the Trustee (or Custodian, if
                                        applicable):

                                        Amounts contributed between Valuation
                                        Dates will not be credited with
                                        investment gains or losses until the
                                        next following Valuation Date.

                                    4.  Finally, the portions of the Individual
                                        Account invested in each Investment Fund
                                        (determined in accordance with (1), (2)
                                        and (3) above) are added together.

         4.04              MODIFICATION OF METHOD FOR VALUING INDIVIDUAL
                           ACCOUNTS
                           If necessary or appropriate, the Plan Administrator
                           may establish different or additional procedures
                           (which shall be uniform and nondiscriminatory) for
                           determining the fair market value of the Individual
                           Accounts.

         4.05              SEGREGATION OF ASSETS
                           If a Participant elects a mode of distribution other
                           than a lump sum, the Plan Administrator may place
                           that Participant's account balance into a segregated
                           Investment Fund for the purpose of maintaining the
                           necessary liquidity to provide benefit installments
                           on a periodic basis.

         4.06              STATEMENT OF INDIVIDUAL ACCOUNTS
                           No later than 270 days after the close of each Plan
                           Year, the Plan Administrator shall furnish a
                           statement to each Participant indicating the
                           Individual Account balances of such Participant as of
                           the last Valuation Date in such Plan Year.


SECTION FIVE               TRUSTEE OR CUSTODIAN

         5.01              CREATION OF FUND
                           By adopting this Plan, the Employer establishes the
                           Fund which shall consist of the assets of the Plan
                           held by the Trustee (or Custodian, if applicable)
                           pursuant to this Section 5. Assets within the Fund
                           may be pooled on behalf of all Participants,
                           earmarked on behalf of each Participant or be a
                           combination of pooled and earmarked. To the extent
                           that assets are earmarked for a particular
                           Participant, they will be held in a Separate Fund for
                           that Participant.

                           No part of the corpus or income of the Fund may be
                           used for, or diverted to, purposes other than for the
                           exclusive benefit of Participants or their
                           Beneficiaries.

         5.02              INVESTMENT AUTHORITY
                           Except as provided in Section 5.14 (relating to
                           individual direction of investments by Participants),
                           the Employer, not the Trustee (or Custodian, if
                           applicable), shall have exclusive management and
                           control over the investment of the Fund into any
                           permitted investment. Notwithstanding the preceding
                           sentence, a Trustee may make an agreement with the
                           Employer whereby the Trustee will manage the
                           investment of all or a portion of the Fund. Any such
                           agreement shall be in writing and set forth such
                           matters as the Trustee deems necessary or desirable.


                                       20
<PAGE>

         5.03              FINANCIAL ORGANIZATION CUSTODIAN OR TRUSTEE WITHOUT
                           FULL TRUST POWERS This Section 5.03 applies where a
                           financial organization has indicated in the Adoption
                           Agreement that it will serve, with respect to this
                           Plan, as Custodian or as Trustee without full trust
                           powers (under applicable law). Hereinafter, a
                           financial organization Trustee without full trust
                           powers (under applicable law) shall be referred to as
                           a Custodian. The Custodian shall have no
                           discretionary authority with respect to the
                           management of the Plan or the Fund but will act only
                           as directed by the entity who has such authority.

                           A.       Permissible Investments - The assets of the
                                    Plan shall be invested only in those
                                    investments which are available through the
                                    Custodian in the ordinary course of business
                                    which the Custodian may legally hold in a
                                    qualified plan and which the Custodian
                                    chooses to make available to Employers for
                                    qualified plan investments. Notwithstanding
                                    the preceding sentence, the Prototype
                                    Sponsor may, as a condition of making the
                                    Plan available to the Employer, limit the
                                    types of property in which the assets of the
                                    Plan may be invested.

                           B.       Responsibilities of the Custodian - The
                                    responsibilities of the Custodian shall be
                                    limited to the following:

                                    1.  To receive Plan contributions and to
                                        hold, invest and reinvest the Fund
                                        without distinction between principal
                                        and interest; provided, however, that
                                        nothing in this Plan shall require the
                                        Custodian to maintain physical custody
                                        of stock certificates (or other indicia
                                        of ownership of any type of asset)
                                        representing assets within the Fund;

                                    2.  To maintain accurate records of
                                        contributions, earnings, withdrawals and
                                        other information the Custodian deems
                                        relevant with respect to the Plan;

                                    3.  To make disbursements from the Fund to
                                        Participants or Beneficiaries upon the
                                        proper authorization of the Plan
                                        Administrator; and

                                    4.  To furnish to the Plan Administrator a
                                        statement which reflects the value of
                                        the investments in the hands of the
                                        Custodian as of the end of each Plan
                                        Year and as of any other times as the
                                        Custodian and Plan Administrator may
                                        agree.

                           C.       Powers of the Custodian - Except as
                                    otherwise provided in this Plan, the
                                    Custodian shall have the power to take any
                                    action with respect to the Fund which it
                                    deems necessary or advisable to discharge
                                    its responsibilities under this Plan
                                    including, but not limited to, the following
                                    powers:

                                    1.  To invest all or a portion of the Fund
                                        (including idle cash balances) in time
                                        deposits, savings accounts, money market
                                        accounts or similar investments bearing
                                        a reasonable rate of interest in the
                                        Custodian's own savings department or
                                        the savings department of another
                                        financial organization;

                                    2.  To vote upon any stocks, bonds, or other
                                        securities; to give general or special
                                        proxies or powers of attorney with or
                                        without power of substitution; to
                                        exercise any conversion privileges or
                                        subscription rights and to make any
                                        payments incidental thereto; to oppose,
                                        or to consent to, or otherwise
                                        participate in, corporate
                                        reorganizations or other changes
                                        affecting corporate securities, and to
                                        pay any assessment or charges in
                                        connection therewith; and generally to
                                        exercise any of the powers of an owner
                                        with respect to stocks, bonds,
                                        securities or other property;

                                    3.  To hold securities or other property of
                                        the Fund in its own name, in the name of
                                        its nominee or in bearer form; and

                                    4.  To make, execute, acknowledge, and
                                        deliver any and all documents of
                                        transfer and conveyance and any and all
                                        other instruments that may be necessary
                                        or appropriate to carry out the powers
                                        herein granted.


                                       21
<PAGE>

         5.04              FINANCIAL ORGANIZATION TRUSTEE WITH FULL TRUST POWERS
                           AND INDIVIDUAL TRUSTEE This Section 5.04 applies
                           where a financial organization has indicated in the
                           Adoption Agreement that it will serve as Trustee with
                           full trust powers. This Section also applies where
                           one or more individuals are named in the Adoption
                           Agreement to serve as Trustee(s).

                           A.       Permissible Investments - The Trustee may
                                    invest the assets of the Plan in property of
                                    any character, real or personal, including,
                                    but not limited to the following: stocks,
                                    including shares of open-end investment
                                    companies (mutual funds); bonds; notes;
                                    debentures; options; limited partnership
                                    interests; mortgages; real estate or any
                                    interests therein; unit investment trusts;
                                    Treasury Bills, and other U.S. Government
                                    obligations; common trust funds, combined
                                    investment trusts, collective trust funds or
                                    commingled funds maintained by a bank or
                                    similar financial organization (whether or
                                    not the Trustee hereunder); savings
                                    accounts, time deposits or money market
                                    accounts of a bank or similar financial
                                    organization (whether or not the Trustee
                                    hereunder); annuity contracts; life
                                    insurance policies; or in such other
                                    investments as is deemed proper without
                                    regard to investments authorized by statute
                                    or rule of law governing the investment of
                                    trust funds but with regard to ERISA and
                                    this Plan.

                                    Notwithstanding the preceding sentence, the
                                    Prototype Sponsor may, as a condition of
                                    making the Plan available to the Employer,
                                    limit the types of property in which the
                                    assets of the Plan may be invested.

                           B.       Responsibilities of the Trustee - The
                                    responsibilities of the Trustee shall be
                                    limited to the following:

                                    1.  To receive Plan contributions and to
                                        hold, invest and reinvest the Fund
                                        without distinction between principal
                                        and interest; provided, however, that
                                        nothing in this Plan shall require the
                                        Trustee to maintain physical custody of
                                        stock certificates (or other indicia of
                                        ownership) representing assets within
                                        the Fund;

                                    2.  To maintain accurate records of
                                        contributions, earnings, withdrawals and
                                        other information the Trustee deems
                                        relevant with respect to the Plan;

                                    3.  To make disbursements from the Fund to
                                        Participants or Beneficiaries upon the
                                        proper authorization of the Plan
                                        Administrator; and

                                    4.  To furnish to the Plan Administrator a
                                        statement which reflects the value of
                                        the investments in the hands of the
                                        Trustee as of the end of each Plan Year
                                        and as of any other tunes as the Trustee
                                        and Plan Administrator may agree.

                           C.       Powers of the Trustee - Except as otherwise
                                    provided in this Plan, the Trustee shall
                                    have the power to take any action with
                                    respect to the Fund which it deems necessary
                                    or advisable to discharge its
                                    responsibilities under this Plan including,
                                    but not limited to, the following powers:

                                    1.  To hold any securities or other property
                                        of the Fund in its own name, in the name
                                        of its nominee or in bearer form;

                                    2.  To purchase or subscribe for securities
                                        issued, or real property owned, by the
                                        Employer or any trade or business under
                                        common control with the Employer but
                                        only if the prudent investment and
                                        diversification requirements of ERISA
                                        are satisfied;

                                    3.  To sell, exchange, convey, transfer or
                                        otherwise dispose of any securities or
                                        other property held by the Trustee, by
                                        private contract or at public auction.
                                        No person dealing with the Trustee shall
                                        be bound to see to the application of
                                        the purchase money or to inquire into
                                        the validity, expediency, or propriety
                                        of any such sale or other disposition,
                                        with or without advertisement;

                                    4.  To vote upon any stocks, bonds, or other
                                        securities; to give general or special
                                        proxies or powers of attorney with or
                                        without power of substitution, to
                                        exercise any conversion privileges or
                                        subscription rights and to make any
                                        payments incidental thereto; to oppose,
                                        or to consent to, or otherwise
                                        participate in, corporate
                                        reorganizations or other changes
                                        affecting


                                       22
<PAGE>

                                        corporate securities, and to delegate
                                        discretionary powers, and to pay any
                                        assessments or charges in connection
                                        therewith; and generally to exercise any
                                        of the powers of an owner with respect
                                        to stocks, bonds, securities or other
                                        property;

                                    5.  To invest any part or all of the Fund
                                        (including idle cash balances) in
                                        certificates of deposit, demand or time
                                        deposits, savings accounts, money market
                                        accounts or similar investments of the
                                        Trustee (if the Trustee is a bank or
                                        similar financial organization), the
                                        Prototype Sponsor or any affiliate of
                                        such Trustee or Prototype Sponsor, which
                                        bear a reasonable rate of interest;

                                    6.  To provide sweep services without the
                                        receipt by the Trustee of additional
                                        compensation or other consideration
                                        (other than reimbursement of direct
                                        expenses properly and actually incurred
                                        in the performance of such services);

                                    7.  To hold in the form of cash for
                                        distribution or investment such portion
                                        of the Fund as, at any time and from
                                        time-to-time, the Trustee shall deem
                                        prudent and deposit such cash in
                                        interest bearing or noninterest bearing
                                        accounts;

                                    8.  To make, execute, acknowledge, and
                                        deliver any and all documents of
                                        transfer and conveyance and any and all
                                        other instruments that may be necessary
                                        or appropriate to carry out the powers
                                        herein granted;

                                    9.  To settle, compromise, or submit to
                                        arbitration any claims, debts, or
                                        damages due or owing to or from the
                                        Plan, to commence or defend suits or
                                        legal or administrative proceedings, and
                                        to represent the Plan in all suits and
                                        legal and administrative proceedings;

                                    10. To employ suitable agents and counsel,
                                        to contract with agents to perform
                                        administrative and recordkeeping duties
                                        and to pay their reasonable expenses,
                                        fees and compensation, and such agent or
                                        counsel may or may not be agent or
                                        counsel for the Employer;

                                    11. To cause any part or all of the Fund,
                                        without limitation as to amount, to be
                                        commingled with the funds of other
                                        trusts (including trusts for qualified
                                        employee benefit plans) by causing such
                                        money to be invested as a part of any
                                        pooled, common, collective or commingled
                                        trust fund (including any such fund
                                        described in the Adoption Agreement)
                                        heretofore or hereafter created by any
                                        Trustee (if the Trustee is a bank), by
                                        the Prototype Sponsor, by any affiliate
                                        bank of such a Trustee or by such a
                                        Trustee or the Prototype Sponsor, or by
                                        such an affiliate in participation with
                                        others; the instrument or instruments
                                        establishing such trust fund or funds,
                                        as amended, being made part of this Plan
                                        and trust so long as any portion of the
                                        Fund shall be invested through the
                                        medium thereof: and

                                    12. Generally to do all such acts, execute
                                        all such instruments, initiate such
                                        proceedings, and exercise all such
                                        rights and privileges with relation to
                                        property constituting the Fund as if the
                                        Trustee were the absolute owner thereof.

         5.05              DIVISION OF FUND INTO INVESTMENT FUNDS
                           The Employer may direct the Trustee (or Custodian)
                           from time-to-time to divide and redivide the Fund
                           into one or more Investment Funds. Such Investment
                           Funds may include, but not be limited to, Investment
                           Funds representing the assets under the control of an
                           investment manager pursuant to Section 5.12 and
                           Investment Funds representing investment options
                           available for individual direction by Participants
                           pursuant to Section 5.14. Upon each division or
                           redivision, the Employer may specify the part of the
                           Fund to be allocated to each such Investment Fund and
                           the terms and conditions, if any, under which the
                           assets in such Investment Fund shall be invested.

         5.06              COMPENSATION AND EXPENSES
                           The Trustee (or Custodian, if applicable) shall
                           receive such reasonable compensation as may be agreed
                           upon by the Trustee (or Custodian) and the Employer.
                           The Trustee (or Custodian) shall be entitled to
                           reimbursement by the Employer for all proper expenses
                           incurred in carrying out his or her duties under this
                           Plan, including reasonable legal, accounting and
                           actuarial expenses. If not paid by the Employer, such
                           compensation and expenses may be charged against the
                           Fund.

                           All taxes of any kind that may be levied or assessed
                           under existing or future laws upon, or in respect of,
                           the Fund or the income thereof shall be paid from the
                           Fund.

                                       23
<PAGE>


         5.07              NOT OBLIGATED TO QUESTION DATA
                           The Employer shall furnish the Trustee (or Custodian,
                           if applicable) and Plan Administrator the information
                           which each party deems necessary for the
                           administration of the Plan including, but not limited
                           to, changes in a Participant's status, eligibility,
                           mailing addresses and other such data as may be
                           required. The Trustee (or Custodian) and Plan
                           Administrator shall be entitled to act on such
                           information as is supplied them and shall have no
                           duty or responsibility to further verify or question
                           such information.

         5.08              LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS
                           The Plan Administrator shall be responsible for
                           withholding federal income taxes from distributions
                           from the Plan, unless the Participant (or
                           Beneficiary, where applicable) elects not to have
                           such taxes withheld. The Trustee (or Custodian) or
                           other payor may act as agent for the Plan
                           Administrator to withhold such taxes and to make the
                           appropriate distribution reports, if the Plan
                           Administrator furnishes all the information to the
                           Trustee (or Custodian) or other payor it may need to
                           do withholding and reporting.

         5.09              RESIGNATION OR REMOVAL OF TRUSTEE (OR CUSTODIAN)
                           The Trustee (or Custodian, if applicable) may resign
                           at any time by giving 30 days advance written notice
                           to the Employer. The resignation shall become
                           effective 30 days after receipt of such notice unless
                           a shorter period is agreed upon.

                           The Employer may remove any Trustee (or Custodian) at
                           any time by giving written notice to such Trustee (or
                           Custodian) and such removal shall be effective 30
                           days after receipt of such notice unless a shorter
                           period is agreed upon. The Employer shall have the
                           power to appoint a successor Trustee (or Custodian).

                           Upon such resignation or removal, if the resigning or
                           removed Trustee (or Custodian) is the sole Trustee
                           (or Custodian), he or she shall transfer all of the
                           assets of the Fund then held by such Trustee (or
                           Custodian) as expeditiously as possible to the
                           successor Trustee (or Custodian) after paying or
                           reserving such reasonable amount as he or she shall
                           deem necessary to provide for the expense in the
                           settlement of the accounts and the amount of any
                           compensation due him or her and any sums chargeable
                           against the Fund for which he or she may be liable.
                           If the Funds as reserved are not sufficient for such
                           purpose, then he or she shall be entitled to
                           reimbursement from the successor Trustee (or
                           Custodian) out of the assets in the successor
                           Trustee's (or Custodian's) hands under this Plan. If
                           the amount reserved shall be in excess of the amount
                           actually needed, the former Trustee (or Custodian)
                           shall return such excess to the successor Trustee (or
                           Custodian).

                           Upon receipt of the transferred assets, the successor
                           Trustee (or Custodian) shall thereupon succeed to all
                           of the powers and responsibilities given to the
                           Trustee (or Custodian) by this Plan.

                           The resigning or removed Trustee (or Custodian) shall
                           render an accounting to the Employer and unless
                           objected to by the Employer within 30 days of its
                           receipt, the accounting shall be deemed to have been
                           approved and the resigning or removed Trustee (or
                           Custodian) shall be released and discharged as to all
                           matters set forth in the accounting. Where a
                           financial organization is serving as Trustee (or
                           Custodian) and it is merged with or bought by another
                           organization (or comes under the control of any
                           federal or state agency), that organization shall
                           serve as the successor Trustee (or Custodian) of this
                           Plan, but only if it is the type of organization that
                           can so serve under applicable law.

                           Where the Trustee or Custodian is serving as a
                           nonbank trustee or custodian pursuant to Section
                           1.401-12(n) of the Income Tax Regulations, the
                           Employer will appoint a successor Trustee (or
                           Custodian) upon notification by the Commissioner of
                           Internal Revenue that such substitution is required
                           because the Trustee (or Custodian) has failed to
                           comply with the requirements of Section 1.401-12(n)
                           or is not keeping such records or making such returns
                           or rendering such statements as are required by forms
                           or regulations.

         5.10              DEGREE OF CARE - LIMITATIONS OF LIABILITY
                           The Trustee (or Custodian) shall not be liable for
                           any losses incurred by the Fund by any direction to
                           invest communicated by the Employer, Plan
                           Administrator, investment manager appointed pursuant
                           to Section 5.12 or any Participant or Beneficiary.
                           The Trustee (or Custodian) shall be under no
                           liability for distributions made or other action
                           taken or not taken at the written direction of the
                           Plan Administrator. It is specifically understood
                           that the Trustee (or Custodian) shall have no duty or
                           responsibility with respect to the determination of
                           matters pertaining to the eligibility of any Employee
                           to become a Participant or remain a Participant
                           hereunder, the amount of benefit to which a
                           Participant or Beneficiary shall be entitled to
                           receive hereunder, whether a distribution to
                           Participant or Beneficiary is appropriate under the
                           terms of the


                                       24
<PAGE>

                           Plan or the size and type of any policy to be
                           purchased from any insurer for any Participant
                           hereunder or similar matters; it being understood
                           that all such responsibilities under the Plan are
                           vested in the Plan Administrator.

         5.11              INDEMNIFICATION OF PROTOTYPE SPONSOR AND TRUSTEE (OR
                           CUSTODIAN)

                           Notwithstanding any other provision herein, and
                           except as may be otherwise provided by ERISA, the
                           Employer shall indemnify and hold harmless the
                           Trustee (or Custodian, if applicable) and the
                           Prototype Sponsor, their officers, directors,
                           employees, agents, their heirs, executors, successors
                           and assigns, from and against any and all
                           liabilities, damages, judgments, settlements, losses,
                           costs, charges, or expenses (including legal
                           expenses) at any time arising out of or incurred in
                           connection with any action taken by such parties in
                           the performance of their duties with respect to this
                           Plan, unless there has been a final adjudication of
                           gross negligence or willful misconduct in the
                           performance of such duties.

                           Further, except as may be otherwise provided by
                           ERISA, the Employer will indemnify the Trustee (or
                           Custodian) and Prototype Sponsor from any liability,
                           claim or expense (including legal expense) which the
                           Trustee (or Custodian) and Prototype Sponsor shall
                           incur by reason of or which results, in whole or in
                           part, from the Trustee's (or Custodian's) or
                           Prototype Sponsor's reliance on the facts and other
                           directions and elections the Employer communicates or
                           fails to communicate.

         5.12              INVESTMENT MANAGERS

                           A.       Definition of Investment Manager - The
                                    Employer may appoint one or more investment
                                    managers to make investment decisions with
                                    respect to all or a portion of the Fund. The
                                    investment manager shall be any firm or
                                    individual registered as an investment
                                    adviser under the Investment Advisers Act of
                                    1940, a bank as defined in said Act or an
                                    insurance company qualified under the laws
                                    of more than one state to perform services
                                    consisting of the management, acquisition or
                                    disposition of any assets of the Plan.

                           B.       Investment Manager's Authority - A separate
                                    Investment Fund shall be established
                                    representing the assets of the Fund invested
                                    at the direction of the investment manager.
                                    The investment manager so appointed shall
                                    direct the Trustee (or Custodian, if
                                    applicable ) with respect to the investment
                                    of such Investment Fund. The investments
                                    which may be acquired at the direction of
                                    the investment manager are those described
                                    in Section 5.03(A) (for Custodians) or
                                    Section 5.04(A) (for Trustees).

                           C.       Written Agreement - The appointment of any
                                    investment manager shall be by written
                                    agreement between the Employer and the
                                    investment manager and a copy of such
                                    agreement (and any modification or
                                    termination thereof) must be given to the
                                    Trustee (or Custodian).

                                    The agreement shall set forth, among other
                                    matters, the effective date of the
                                    investment manager's appointment and an
                                    acknowledgement by the investment manager
                                    that it is a fiduciary of the Plan under
                                    ERISA.

                           D.       Concerning the Trustee (or Custodian) -
                                    Written notice of each appointment of an
                                    investment manager shall be given to the
                                    Trustee (or Custodian) in advance of the
                                    effective date of such appointment. Such
                                    notice shall specify which portion of the
                                    Fund will constitute the Investment Fund
                                    subject to the investment manager's
                                    direction. The Trustee (or Custodian) shall
                                    comply with the investment direction given
                                    to it by the investment manager and will not
                                    be liable for any loss which may result by
                                    reason of any action (or inaction) it takes
                                    at the direction of the investment manager.

         5.13              MATTERS RELATING TO INSURANCE

                           A.       If a life insurance policy is to be
                                    purchased for a Participant, the aggregate
                                    premium for certain life insurance for each
                                    Participant must be less than a certain
                                    percentage of the aggregate Employer
                                    Contributions and Forfeitures allocated to a
                                    Participant's Individual Account at any
                                    particular time as follows:

                                    1.  Ordinary Life Insurance - For purposes
                                        of these incidental insurance
                                        provisions, ordinary life insurance
                                        contracts are contracts with both
                                        nondecreasing death benefits and
                                        nonincreasing premiums. If such
                                        contracts are purchased, less than 50%
                                        of the aggregate Employer


                                       25
<PAGE>

                                        Contributions and Forfeitures allocated
                                        to any Participant's Individual Account
                                        will be used to pay the premiums
                                        attributable to them.

                                    2.  Term and Universal Life Insurance - No
                                        more than 25% of the aggregate Employer
                                        Contributions and Forfeitures allocated
                                        to any Participant's Individual Account
                                        will be used to pay the premiums on term
                                        life insurance contracts, universal life
                                        insurance contracts, and all other life
                                        insurance contracts which are not
                                        ordinary life.

                                    3.  Combination - The sum of 50% of the
                                        ordinary life insurance premiums and all
                                        other life insurance premiums will not
                                        exceed 25% of the aggregate Employer
                                        Contributions and Forfeitures allocated
                                        to any Participant's Individual Account.

                                    If this Plan is a profit sharing plan, the
                                    above incidental benefits limits do not
                                    apply to life insurance contracts purchased
                                    with Employer Contributions and Forfeitures
                                    that have been in the Participant's
                                    Individual Account for at least 2 full Plan
                                    Years, measured from the date such
                                    contributions were allocated.

                           B.       Any dividends or credits earned on insurance
                                    contracts for a Participant shall be
                                    allocated to such Participant's Individual
                                    Account.

                           C.       Subject to Section 6.05, the contracts on a
                                    Participant's life will be converted to cash
                                    or an annuity or distributed to the
                                    Participant upon commencement of benefits.

                           D.       The Trustee (or Custodian, if applicable)
                                    shall apply for and will be the owner of any
                                    insurance contract(s) purchased under the
                                    terms of this Plan. The insurance
                                    contract(s) must provide that proceeds will
                                    be payable to the Trustee (or Custodian),
                                    however, the Trustee (or Custodian) shall be
                                    required to pay over all proceeds of the
                                    contract(s) to the Participant's designated
                                    Beneficiary in accordance with the
                                    distribution provisions of this Plan. A
                                    Participant's spouse will be the designated
                                    Beneficiary of the proceeds in all
                                    circumstances unless a qualified election
                                    has been made in accordance with Section
                                    6.05. Under no circumstances shall the Fund
                                    retain any part of the proceeds. In the
                                    event of any conflict between the terms of
                                    this Plan and the terms of any insurance
                                    contract purchased hereunder, the Plan
                                    provisions shall control.

                           E.       The Plan Administrator may direct the
                                    Trustee (or Custodian) to sell and
                                    distribute insurance or annuity contracts to
                                    a Participant (or other party as may be
                                    permitted) in accordance with applicable law
                                    or regulations.

         5.14              DIRECTION OF INVESTMENTS BY PARTICIPANT
                           If so indicated in the Adoption Agreement, each
                           Participant may individually direct the Trustee (or
                           Custodian, if applicable) regarding the investment of
                           part or all of his or her Individual Account. To the
                           extent so directed, the Employer, Plan Administrator,
                           Trustee (or Custodian) and all other fiduciaries are
                           relieved of their fiduciary responsibility under
                           Section 404 of ERISA.

                           The Plan Administrator shall direct that a Separate
                           Fund be established in the name of each Participant
                           who directs the investment of part or all of his or
                           her Individual Account. Each Separate Fund shall be
                           charged or credited (as appropriate) with the
                           earnings, gains, losses or expenses attributable to
                           such Separate Fund. No fiduciary shall be liable for
                           any loss which results from a Participant's
                           individual direction. The assets subject to
                           individual direction shall not be invested in
                           collectibles as that term is defined in Section
                           408(m) of the Code.

                           The Plan Administrator shall establish such uniform
                           and nondiscriminatory rules relating to individual
                           direction as it deems necessary or advisable
                           including, but not limited to, rules describing (1)
                           which portions of Participant's Individual Account
                           can be individually directed; (2) the frequency of
                           investment changes; (3) the forms and procedures for
                           making investment changes; and (4) the effect of a
                           Participant's failure to make a valid direction.

                           The Plan Administrator may, in a uniform and
                           nondiscriminatory manner, limit the available
                           investments for Participants' individual direction to
                           certain specified investment options (including, but
                           not limited to, certain mutual funds, investment
                           contracts, deposit accounts and group trusts). The
                           Plan Administrator may permit, in a uniform and
                           nondiscriminatory manner, a Beneficiary of a deceased
                           Participant or the


                                       26
<PAGE>

                           alternate payee under a qualified domestic relations
                           order (as defined in Section 414(p) of the Code) to
                           individually direct in accordance with this Section.

SECTION SIX                VESTING AND DISTRIBUTION

         6.01              DISTRIBUTION TO PARTICIPANT
                           A.       Distributable Events
                                    1.  Entitlement to Distribution - The Vested
                                        portion of a Participant's Individual
                                        Account shall be distributable to the
                                        Participant upon (1) the occurrence of
                                        any of the distributable events
                                        specified in the Adoption Agreement;
                                        (2)the Participant's Termination of
                                        Employment after attaining Normal
                                        Retirement Age; (3) the termination of
                                        the Plan; and (4) the Participant's
                                        Termination of Employment after
                                        satisfying any Early Retirement Age
                                        conditions.

                                        If a Participant separates from service
                                        before satisfying the Early Retirement
                                        Age requirement, but has satisfied the
                                        service requirement, the Participant
                                        will be entitled to elect an early
                                        retirement benefit upon satisfaction of
                                        such age requirement.

                                    2.  Written Request: When Distributed - A
                                        Participant entitled to distribution who
                                        wishes to receive a distribution must
                                        submit a written request to the Plan
                                        Administrator. Such request shall be
                                        made upon a form provided by the Plan
                                        Administrator. Upon a valid request, the
                                        Plan Administrator shall direct the
                                        Trustee (or Custodian, if applicable) to
                                        commence distribution no later than the
                                        time specified in the Adoption Agreement
                                        for this purpose and, if not specified
                                        in the Adoption Agreement, then no later
                                        than 90 days following the later of:

                                        a.  the close of the Plan Year within
                                            which the event occurs which
                                            entitles the Participant to
                                            distribution; or
                                        b.  the close of the Plan Year in which
                                            the request is received.

                                    3.  Special Rules for Withdrawals During
                                        Service - If this is a profit sharing
                                        plan and the Adoption Agreement so
                                        provides, a Participant may elect to
                                        receive a distribution of all or part of
                                        the Vested portion of his or her
                                        Individual Account, subject to the
                                        requirements of Section 6.05 and further
                                        subject to the following limits:

                                        a.  Participant for 5 or more years. An
                                            Employee who has been a Participant
                                            in the Plan for 5 or more years may
                                            withdraw up to the entire Vested
                                            portion of his or her Individual
                                            Account.

                                        b.  Participant for less than 5 years.
                                            An Employee who has been a
                                            Participant in the Plan for less
                                            than 5 years may withdraw only the
                                            amount which has been in his or her
                                            Individual Account attributable to
                                            Employer Contributions for at least
                                            2 full Plan Years, measured from the
                                            date such contributions were
                                            allocated. However, if the
                                            distribution is on account of
                                            hardship, the Participant may
                                            withdraw up to his or her entire
                                            Vested portion of the Participant's
                                            Individual Account. For this
                                            purpose, hardship shall have the
                                            meaning set forth in Section
                                            6.0l(A)(4) of the Code.

                                    4.  Special Rules for Hardship Withdrawals -
                                        If this is a profit sharing plan and the
                                        Adoption Agreement so provides, a
                                        Participant may elect to receive a
                                        hardship distribution of all or part of
                                        the Vested portion of his or her
                                        Individual Account, subject to the
                                        requirements of Section 6.05 and further
                                        subject to the following limits:

                                        a.  Participant for 5 or more years. An
                                            Employee who has been a Participant
                                            in the Plan for 5 or more years may
                                            withdraw up to the entire Vested
                                            portion of his or her Individual
                                            Account.

                                        b.  Participant for less than 5 years.
                                            An Employee who has been a
                                            Participant in the Plan for less
                                            than 5 years may withdraw only the
                                            amount which has been in his or her
                                            Individual Account attributable to
                                            Employer Contributions for at least
                                            2 full Plan Years, measured from the
                                            date such contributions were
                                            allocated.

                                            For purposes of this Section
                                            6.0l(A)(4) and Section 6.01(A)(3)
                                            hardship is defined as an immediate
                                            and heavy financial need of the
                                            Participant where such Participant
                                            lacks other


                                       27
<PAGE>

                                            available resources. The following
                                            are the only financial needs
                                            considered immediate and heavy:
                                            expenses incurred or necessary for
                                            medical care, described in Section
                                            213(d) of the Code, of the Employee,
                                            the Employees spouse or dependents;
                                            the purchase (excluding mortgage
                                            payments) of a principal residence
                                            for the Employee; payment of tuition
                                            and related educational fees for the
                                            next 12 months of post-secondary
                                            education for the Employee, the
                                            Employee's spouse, children or
                                            dependents; or the need to prevent
                                            the eviction of the Employee from,
                                            or a foreclosure on the mortgage of,
                                            the Employee's principal residence.

                                            A distribution will be considered as
                                            necessary to satisfy an immediate
                                            and heavy financial need of the
                                            Employee only if:

                                            1)   The employee has obtained all
                                                 distributions, other than
                                                 hardship distributions, and all
                                                 nontaxable loans under all
                                                 plans maintained by the
                                                 Employer;
                                            2)   The distribution is not in
                                                 excess of the amount of an
                                                 immediate and heavy financial
                                                 need (including amounts
                                                 necessary to pay any federal,
                                                 state or local income taxes or
                                                 penalties reasonably
                                                 anticipated to result from the
                                                 distribution).

                                    5.  One-Time In-Service Withdrawal Option -
                                        If this is a profit sharing plan and the
                                        Employer has elected the one-time
                                        in-service withdrawal option in the
                                        Adoption Agreement, then Participants
                                        will be permitted only one in-service
                                        withdrawal during the course of such
                                        Participants employment with the
                                        Employer. The amount which the
                                        Participant can withdraw will be limited
                                        to the lesser of the amount determined
                                        under the limits set forth in Section
                                        6.01(A)(3) or the percentage of the
                                        Participant's Individual Account
                                        specified by the Employer in the
                                        Adoption Agreement. Distributions under
                                        this Section will be subject to the
                                        requirements of Section 6.05.

                                    6.  Commencement of Benefits -
                                        Notwithstanding any other provision,
                                        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 Normal
                                            Retirement Age;
                                        b.  occurs the 10th anniversary of the
                                            year in which the Participant
                                            commenced participation in the Plan;
                                            or
                                        c.  the Participant incurs a Termination
                                            of Employment.

                                    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
                                    6.02(B) of the Plan, shall be deemed to be
                                    an election to defer commencement of payment
                                    of any benefit sufficient to satisfy this
                                    Section.

                           B.       Determining the Vested Portion - In
                                    determining the Vested portion of a
                                    Participant's Individual Account, the
                                    following rules apply:

                                    1.  Employer Contributions and Forfeitures -
                                        The Vested portion of a Participant's
                                        Individual Account derived from Employer
                                        Contributions and Forfeitures is
                                        determined by applying the vesting
                                        schedule selected in the Adoption
                                        Agreement (or the vesting schedule
                                        described in Section 6.01(C) if the Plan
                                        is a Top-Heavy Plan).

                                    2.  Rollover and Transfer Contributions - A
                                        Participant is fully Vested in his or
                                        her rollover contributions and transfer
                                        contributions.

                                    3.  Fully Vested Under Certain Circumstances
                                        - A Participant is fully Vested in his
                                        or her Individual Account if any of the
                                        following occurs:

                                        a.  the Participant reaches Normal
                                            Retirement Age;
                                        b.  the Plan is terminated or partially
                                            terminated; or
                                        c.  there exists a complete
                                            discontinuance of contributions
                                            under the Plan.


                                       28
<PAGE>

                                        Further, unless otherwise indicated in
                                        the Adoption Agreement, a Participant is
                                        fully Vested if the Participant dies,
                                        incurs a Disability, or satisfies the
                                        conditions for Early Retirement Age (if
                                        applicable).

                                    4.  Participants in a Prior Plan - If a
                                        Participant was a participant in a Prior
                                        Plan on the Effective Date, his or her
                                        Vested percentage shall not be less than
                                        it would have been under such Prior Plan
                                        as computed on the Effective Date.

                           C.       Minimum Vesting Schedule for Top-Heavy Plans
                                    - The following vesting provisions apply for
                                    any Plan Year in which this Plan is a
                                    Top-Heavy Plan.

                                    Notwithstanding the other provisions of this
                                    Section 6.01 or the vesting schedule
                                    selected in the Adoption Agreement (unless
                                    those provisions or that schedule provide
                                    for more rapid vesting), a Participant's
                                    Vested portion of his or her Individual
                                    Account attributable to Employer
                                    Contributions and Forfeitures shall be
                                    determined in accordance with the vesting
                                    schedule elected by the Employer in the
                                    Adoption Agreement (and if no election is
                                    made the 6 year graded schedule will be
                                    deemed to have been elected) as described
                                    below:

<TABLE>
<CAPTION>
                                                    6 YEAR GRADED                          3 YEAR CLIFF

                                           Years of                                     Years of
                                        Vesting Service       Vested Percentage     Vesting Service     Vested Percentage
                                        ---------------       -----------------     ---------------     -----------------
<S>                                                                <C>                  <C>                  <C>
                                               1                       0                   1                     0
                                               2                      20                   2                     0
                                               3                      40                   3                   100
                                               4                      60
                                               5                      80
                                               6                     100
</TABLE>

                                    This minimum vesting schedule applies to all
                                    benefits within the meaning of Section
                                    411(a)(7) of the Code, except those
                                    attributable to Nondeductible Employee
                                    Contributions including benefits accrued
                                    before the effective date of Section 416 of
                                    the Code and benefits accrued before the
                                    Plan became a Top-Heavy Plan. Further, no
                                    decrease in a Participant's Vested
                                    percentage may occur in the event the Plan's
                                    status as a Top-Heavy Plan changes for any
                                    Plan Year. However, this Section 6.01(C)
                                    does not apply to the Individual Account of
                                    any Employee who does not have an Hour of
                                    Service after the Plan has initially become
                                    a Top-Heavy Plan and such Employee's
                                    Individual Account attributable to Employer
                                    Contributions and Forfeitures will be
                                    determined without regard to this Section.

                                    If this Plan ceases to be a Top-Heavy Plan,
                                    then in accordance with the above
                                    restrictions, the vesting schedule as
                                    selected in the Adoption Agreement will
                                    govern. If the vesting schedule under the
                                    Plan shifts in or out of top-heavy status,
                                    such shift is an amendment to the vesting
                                    schedule and the election in Section 9.04
                                    applies.

                           D.       Break in Vesting Service and Forfeitures -
                                    If a Participant incurs a Termination of
                                    Employment, any portion of his or her
                                    Individual Account which is not Vested shall
                                    be held in a suspense account. Such suspense
                                    account shall share in any increase or
                                    decrease in the fair market value of the
                                    assets of the Fund in accordance with
                                    Section 4 of the Plan. The disposition of
                                    such suspense account shall be as follows:

                                    1.  Breaks in Vesting Service - If a
                                        Participant neither receives nor is
                                        deemed to receive a distribution
                                        pursuant to Section 6.01(D)(3) or (4)
                                        and the Participant returns to the
                                        service of the Employer before incurring
                                        5 consecutive Breaks in Vesting Service,
                                        there shall be no Forfeiture and the
                                        amount in such suspense account shall be
                                        recredited to such Participant's
                                        Individual Account.

                                    2.  Five Consecutive Breaks in Vesting
                                        Service - If a Participant neither
                                        receives nor is deemed to receive a
                                        distribution pursuant to Section
                                        6.01(D)(3) or (4) and the Participant
                                        does not return to the service of the
                                        Employer before incurring 5 consecutive
                                        Breaks in Vesting Service, the portion
                                        of the Participant's Individual Account
                                        which is not Vested shall be treated as
                                        a Forfeiture and allocated in accordance
                                        with Section 3.01(C).


                                       29
<PAGE>

                                    3.  Cash-out of Certain Participants - If
                                        the value of the Vested portion of such
                                        Participant's Individual Account derived
                                        from Nondeductible Employee
                                        Contributions and Employer Contributions
                                        does not exceed $3,500, the Participant
                                        shall receive a distribution of the
                                        entire Vested portion of such Individual
                                        Account and the portion which is not
                                        Vested shall be treated as a Forfeiture
                                        and allocated in accordance with Section
                                        3.01(C). For purposes of this Section,
                                        if the value of the Vested portion of a
                                        Participant's Individual Account is
                                        zero, the Participant shall be deemed to
                                        have received a distribution of such
                                        Vested Individual Account. A
                                        Participant's Vested Individual Account
                                        balance 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.

                                    4.  Participants Who Elect to Receive
                                        Distributions - If such Participant
                                        elects to receive a distribution, in
                                        accordance with Section 6.02(B), of the
                                        value of the Vested portion of his or
                                        her Individual Account derived from
                                        Nondeductible Employee Contributions and
                                        Employer Contributions, the portion
                                        which is not Vested shall be treated as
                                        a Forfeiture and allocated in accordance
                                        with Section 3.01(C).

                                    5.  Re-employed Participants - If a
                                        Participant receives or is deemed to
                                        receive a distribution pursuant to
                                        Section 6.01(D)(3) or (4) above and the
                                        Participant resumes employment covered
                                        under this Plan, the Participant's
                                        Employer-derived Individual Account
                                        balance will be restored to the amount
                                        on the date of distribution if the
                                        Participant repays to the Plan the full
                                        amount of the distribution attributable
                                        to Employer Contributions before the
                                        earlier of 5 years after the first date
                                        on which the Participant is subsequently
                                        re-employed by the Employer, or the date
                                        the Participant incurs 5 consecutive
                                        Breaks in Vesting Service following the
                                        date of the distribution.

                                        Any restoration of a Participant's
                                        Individual Account pursuant to Section
                                        6.01(D)(5) shall be made from other
                                        Forfeitures, income or gain to the Fund
                                        or contributions made by the Employer.

                           E.       Distribution Prior to Full Vesting - If a
                                    distribution is made to a Participant who
                                    was not then fully Vested in his or her
                                    Individual Account derived from Employer
                                    Contributions and the Participant may
                                    increase his or her Vested percentage in his
                                    or her Individual Account, then the
                                    following rules shall apply:

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

                                    2.  at any relevant time the Participant's
                                        Vested portion of the separate account
                                        will be equal to an amount ("X")
                                        determined by the formula: X=P (AB + (R
                                        x D)) - (R x D) where "P" is the Vested
                                        percentage at the relevant time, "AB" is
                                        the separate account balance at the
                                        relevant time; "D" is the amount of the
                                        distribution; and "R" is the ratio of
                                        the separate account balance at the
                                        relevant time to the separate account
                                        balance after distribution.

         6.02              FORM OF DISTRIBUTION TO A PARTICIPANT

                           A.       Value of Individual Account Does Not Exceed
                                    $3,500 - If the value of the Vested portion
                                    of a Participant's Individual Account
                                    derived from Nondeductible Employee
                                    Contributions and Employer Contributions
                                    does not exceed $3,500, distribution from
                                    the Plan shall be made to the Participant in
                                    a single lump sum in lieu of all other forms
                                    of distribution from the Plan as soon as
                                    administratively feasible.

                           B.       Value of Individual Account Exceeds $3,500

                                    1.  If the value of the Vested portion of a
                                        Participant's Individual Account derived
                                        from Nondeductible Employee
                                        Contributions and Employer Contributions
                                        exceeds (or at the time of any prior
                                        distribution exceeded) $3,500, and the
                                        Individual Account is immediately
                                        distributable, the Participant and the
                                        Participant's spouse (or where either
                                        the Participant or the spouse died, the
                                        survivor) must consent to any
                                        distribution of such Individual Account.
                                        The consent of the Participant and the
                                        Participant's spouse shall be obtained
                                        in writing within


                                       30
<PAGE>

                                        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 Individual Account 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) of the
                                        Code, and shall be provided no less than
                                        30 days and no more than 90 days prior
                                        to the annuity starting date.

                                        If a distribution is one to which
                                        Sections 401(a)(11) and 417 of the
                                        Internal Revenue Code do not apply, such
                                        distribution may commence less than 30
                                        days after the notice required under
                                        Section 1.411(a)-11(c) of the Income Tax
                                        Regulations is given, provided that:

                                        a.  the Plan Administrator clearly
                                            informs the Participant that the
                                            Participant has a right to a period
                                            of at least 30 days after receiving
                                            the notice to consider the decision
                                            of whether or not to elect a
                                            distribution (and, if applicable, a
                                            particular distribution option), and

                                        b.  the Participant, after receiving the
                                            notice, affirmatively elects a
                                            distribution.

                                        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 Individual Account 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. In addition,
                                        upon termination of this Plan if the
                                        Plan does not offer an annuity option
                                        (purchased from a commercial provider),
                                        the Participant's Individual Account
                                        may, without the Participant's consent,
                                        be distributed to the Participant or
                                        transferred to another defined
                                        contribution plan (other than an
                                        employee stock ownership plan as defined
                                        in Section 4975(e)(7) of the Code)
                                        within the same controlled group.

                                        An Individual Account is immediately
                                        distributable if any part of the
                                        Individual Account 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.

                                    2.  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 Vested portion of a Participant's
                                        Individual Account shall not include
                                        amounts attributable to accumulated
                                        deductible employee contributions within
                                        the meaning of Section 72(o)(5)(B) of
                                        the Code.

                           C.       Other Forms of Distribution to Participant -
                                    If the value of the Vested portion of a
                                    Participant's Individual Account exceeds
                                    $3,500 and the Participant has properly
                                    waived the joint and survivor annuity, as
                                    described in Section 6.05, the Participant
                                    may request in writing that the Vested
                                    portion of his or her Individual Account be
                                    paid to him or her in one or more of the
                                    following forms of payment: (1) in a lump
                                    sum; (2) in installment payments over a
                                    period not to exceed the life expectancy of
                                    the Participant or the joint and last
                                    survivor life expectancy of the Participant
                                    and his or her designated Beneficiary; or
                                    (3) applied to the purchase of an annuity
                                    contract.

                                    Notwithstanding anything in this Section
                                    6.02 to the contrary, a Participant cannot
                                    elect payments in the form of an annuity if
                                    the Retirement Equity Act safe harbor rules
                                    of Section 6.05(F) apply.

         6.03              DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT

                           A.       Designation of Beneficiary - Spousal Consent
                                    - Each Participant may designate, upon a
                                    form provided by and delivered to the Plan
                                    Administrator, one or more primary and
                                    contingent Beneficiaries to receive all or a
                                    specified portion of the Participant's
                                    Individual Account in the event of his or
                                    her death. A Participant may change or
                                    revoke such Beneficiary designation from
                                    time to time by completing and delivering
                                    the proper form to the Plan Administrator.

                                    In the event that a Participant wishes to
                                    designate a primary Beneficiary who is not
                                    his or her spouse, his or her spouse must
                                    consent in writing to such designation, and
                                    the spouse's consent


                                       31
<PAGE>

                                    must acknowledge the effect of such
                                    designation and be witnessed by a notary
                                    public or plan representative.
                                    Notwithstanding this consent requirement, if
                                    the Participant establishes to the
                                    satisfaction of the Plan Administrator that
                                    such written consent may not be obtained
                                    because there is no spouse or the spouse
                                    cannot be located, no consent shall be
                                    required. Any change of Beneficiary will
                                    require a new spousal consent.

                           B.       Payment to Beneficiary - If a Participant
                                    dies before the Participant's entire
                                    Individual Account has been paid to him or
                                    her, such deceased Participant's Individual
                                    Account shall be payable to any surviving
                                    Beneficiary designated by the Participant,
                                    or, if no Beneficiary survives the
                                    Participant, to the Participant's estate.

                           C.       Written Request: When Distributed - A
                                    Beneficiary of a deceased Participant
                                    entitled to a distribution who wishes to
                                    receive a distribution must submit a written
                                    request to the Plan Administrator. Such
                                    request shall be made upon a form provided
                                    by the Plan Administrator. Upon a valid
                                    request, the Plan Administrator shall direct
                                    the Trustee (or Custodian) to commence
                                    distribution no later than the time
                                    specified in the Adoption Agreement for this
                                    purpose and if not specified in the Adoption
                                    Agreement, then no later than 90 days
                                    following the later of:

                                    1.  the close of the Plan Year within which
                                        the Participant dies; or
                                    2.  the close of the Plan Year in which the
                                        request is received.

         6.04              FORM OF DISTRIBUTION TO BENEFICIARY

                           A.       Value of Individual Account Does Not Exceed
                                    $3,500 - If the value of the Participant's
                                    Individual Account derived from
                                    Nondeductible Employee Contributions and
                                    Employer Contributions does not exceed
                                    $3,500, the Plan Administrator shall direct
                                    the Trustee (or Custodian, if applicable) to
                                    make a distribution to the Beneficiary in a
                                    single lump sum in lieu of all other forms
                                    of distribution from the Plan.

                           B.       Value of Individual Account Exceeds $3,500 -
                                    If the value of a Participant's Individual
                                    Account derived from Nondeductible Employee
                                    Contributions and Employer Contributions
                                    exceeds $3,500 the preretirement survivor
                                    annuity requirements of Section 6.05 shall
                                    apply unless waived in accordance with that
                                    Section or unless the Retirement Equity Act
                                    safe harbor rules of Section 6.05(F) apply.
                                    However, a surviving spouse Beneficiary may
                                    elect any form of payment allowable under
                                    the Plan in lieu of the preretirement
                                    survivor annuity. Any such payment to the
                                    surviving spouse must meet the requirements
                                    of Section 6.06.

                           C.       Other Forms of Distribution to Beneficiary -
                                    If the value of a Participant's Individual
                                    Account exceeds $3,500 and the Participant
                                    has properly waived the preretirement
                                    survivor annuity, as described in Section
                                    6.05 (if applicable) or if the Beneficiary
                                    is the Participant's surviving spouse, the
                                    Beneficiary may, subject to the requirements
                                    of Section 6.06, request in writing that the
                                    Participant's Individual Account be paid as
                                    follows: (1) in a lump sum; or (2) in
                                    installment payments over a period not to
                                    exceed the life expectancy of such
                                    Beneficiary.

         6.05              JOINT AND SURVIVOR ANNUITY REQUIREMENTS

                           A.       The provisions of this Section shall apply
                                    to any Participant who is credited with at
                                    least one Hour of Eligibility Service with
                                    the Employer on or after August 23, 1984,
                                    and such other Participants as provided in
                                    Section 6.05(G).

                           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 account balance will be
                                    paid in the form of a qualified joint and
                                    survivor annuity and an unmarried
                                    Participant's Vested account balance will be
                                    paid in the form of a life annuity. The
                                    Participant may elect to have such annuity
                                    distributed upon attainment of the earliest
                                    retirement age under the Plan.

                           C.       Qualified Preretirement Survivor Annuity -
                                    Unless an optional form of benefit has been
                                    selected within the election period pursuant
                                    to a qualified election, if a Participant
                                    dies before the annuity starting date then
                                    the Participant's Vested account balance
                                    shall be applied toward the purchase of

                                       32
<PAGE>

                                    an annuity for the life of the surviving
                                    spouse. The surviving spouse may elect to
                                    have such annuity distributed within a
                                    reasonable period after the Participant's
                                    death.

                           D.       Definitions

                                    1.  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 the
                                        account balance as of the date of
                                        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
                                        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 shall 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
                                        6.05(E)(1). 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 requirements of this
                                        Section 6.05.

                                    2.  Earliest Retirement Age - The earliest
                                        date on which, under the Plan, the
                                        Participant could elect to receive
                                        retirement benefits.

                                    3.  Qualified Election - A waiver of a
                                        qualified joint and survivor annuity or
                                        a qualified preretirement survivor
                                        annuity. Any waiver of a qualified joint
                                        and survivor annuity or a qualified
                                        preretirement survivor annuity shall not
                                        be effective unless: (a) the
                                        Participant's spouse consents in writing
                                        to the election, (b) the election
                                        designates a specific Beneficiary,
                                        including any class of beneficiaries or
                                        any contingent beneficiaries, which may
                                        not be changed without spousal consent
                                        (or the spouse expressly permits
                                        designations by the Participant without
                                        any further spousal consent); (c) the
                                        spouse's consent acknowledges the effect
                                        of the election, and (d) the spouse's
                                        consent is witnessed by a plan
                                        representative or notary public.
                                        Additionally, a Participant's waiver of
                                        the qualified joint and survivor annuity
                                        shall not be effective unless the
                                        election designates a form of benefit
                                        payment which may not be changed without
                                        spousal consent (or the spouse expressly
                                        permits designations by the Participant
                                        without any further spousal consent). If
                                        it is established to the satisfaction of
                                        a plan representative that there is no
                                        spouse or that the spouse cannot be
                                        located, a waiver will be deemed a
                                        qualified election.

                                        Any consent by a spouse obtained under
                                        this provision (or establishment that
                                        the consent of a spouse may not be
                                        obtained) shall be effective only with
                                        respect to such spouse. A consent that
                                        permits designations by the Participant
                                        without any requirement of further
                                        consent by such spouse must acknowledge
                                        that the spouse has the right to limit
                                        consent to a specific Beneficiary, and a
                                        specific form of benefit where
                                        applicable, and that the spouse
                                        voluntarily elects to relinquish either
                                        or both of such rights. A revocation of
                                        a prior waiver may be made by a
                                        Participant without the consent of the
                                        spouse at any time before the
                                        commencement of benefits. The number of
                                        revocations shall not be limited. No
                                        consent obtained under this provision
                                        shall be valid unless the Participant
                                        has received notice as provided in
                                        Section 6.05(E) below.

                                    4.  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% and not more than 100% of the
                                        amount of the annuity which is payable
                                        during the joint lives of the
                                        Participant and the spouse and which is
                                        the amount of benefit which can be
                                        purchased with the Participant's vested
                                        account balance. 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).

                                    5.  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


                                       33
<PAGE>

                                        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.

                                    6.  Annuity Starting Date - The first day of
                                        the first period for which an amount is
                                        paid as an annuity or any other form.

                                    7.  Vested Account Balance - The aggregate
                                        value of the Participant's Vested
                                        account balances derived from Employer
                                        and Nondeductible Employee Contributions
                                        (including rollovers), whether Vested
                                        before or upon death, including the
                                        proceeds of insurance contracts, if any,
                                        on the Participant's life. The
                                        provisions of this Section 6.05 shall
                                        apply to a Participant who is Vested in
                                        amounts attributable to Employer
                                        Contributions, Nondeductible Employee
                                        Contributions (or both) at the time of
                                        death or distribution.

                           E.       Notice Requirements

                                    1.  In the case of a qualified joint and
                                        survivor annuity, the Plan Administrator
                                        shall no less than 30 days and not more
                                        than 90 days prior to the annuity
                                        starting date provide each Participant a
                                        written explanation of: (a) the terms
                                        and conditions of a qualified joint and
                                        survivor annuity; (b) the Participant's
                                        right to make and the effect of an
                                        election to waive the qualified Joint
                                        and survivor annuity form of benefit;
                                        (c) the rights of a Participant's
                                        spouse; and (d) the right to make, and
                                        the effect of, a revocation of a
                                        previous election to waive the qualified
                                        joint and survivor annuity.

                                    2.  In the case of a qualified preretirement
                                        annuity as described in Section 6.05(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 manner as would be
                                        comparable to the explanation provided
                                        for meeting the requirements of Section
                                        6.05(E)(1) applicable to a qualified
                                        joint and survivor annuity.

                                        The applicable period for a Participant
                                        is whichever of the following periods
                                        ends last: (a) the period beginning with
                                        the first day of the Plan Year in which
                                        the Participant attains age 32 and
                                        ending with the close of the Plan Year
                                        preceding the Plan Year in which the
                                        Participant attains age 35; (b) a
                                        reasonable period ending after the
                                        individual becomes a Participant; (c) a
                                        reasonable period ending after Section
                                        6.05(E)(3) ceases to apply to the
                                        Participant; and (d) a reasonable period
                                        ending after this Section 6.05 first
                                        applies to the Participant.
                                        Notwithstanding the foregoing, notice
                                        must be provided within a reasonable
                                        period ending after separation from
                                        service in the case of a Participant who
                                        separates from service before attaining
                                        age 35.

                                        For purposes of applying the preceding
                                        paragraph, a reasonable period ending
                                        after the enumerated events described in
                                        (b), (c) and (d) 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.

                                    3.  Notwithstanding the other requirements
                                        of this Section 6.05(E), the respective
                                        notices prescribed by this Section
                                        6.05(E), need not be given to a
                                        Participant if (a) the Plan "fully
                                        subsidizes" the costs of a qualified
                                        joint and survivor annuity or qualified
                                        preretirement survivor annuity, and (b)
                                        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 6.05(E)(3), a
                                        plan fully subsidizes the costs of a
                                        benefit if no increase in cost, or
                                        decrease in benefits to the Participant
                                        may result from the Participant's
                                        failure to elect another benefit.

                           F.       Retirement Equity Act Safe Harbor Rules

                                    1.  If the Employer so indicates in the
                                        Adoption Agreement, this Section 6.05(F)
                                        shall apply to a Participant in a profit
                                        sharing plan, and shall always apply to
                                        any distribution, made on or


                                       34
<PAGE>

                                        after the first day of the first Plan
                                        Year beginning after December 31, 1988;
                                        from or under a separate account
                                        attributable solely to accumulated
                                        deductible employee contributions, as
                                        defined in Section 72(o)(5)(B) of the
                                        Code, and maintained on behalf of a
                                        Participant in a money purchase pension
                                        plan, (including a target benefit plan)
                                        if the following conditions are
                                        satisfied:

                                        a.  the Participant does not or cannot
                                            elect payments in the form of a life
                                            annuity; and

                                        b.  on the death of a Participant, the
                                            Participant's Vested account balance
                                            will be paid to the Participant's
                                            surviving spouse, but if there is no
                                            surviving spouse, or if the
                                            surviving spouse has consented in a
                                            manner conforming to a qualified
                                            election, then to the Participant's
                                            designated Beneficiary. The
                                            surviving spouse may elect to have
                                            distribution of the Vested account
                                            balance commence within the 90-day
                                            period following the date of the
                                            Participant's death. The account
                                            balance shall be adjusted for gains
                                            or losses occurring after the
                                            Participant's death in accordance
                                            with the provisions of the Plan
                                            governing the adjustment of account
                                            balances for other types of
                                            distributions. This Section 6.05(F)
                                            shall not be operative with respect
                                            to a Participant in a profit sharing
                                            plan if the plan is a direct or
                                            indirect transferee of a defined
                                            benefit plan, money purchase plan, a
                                            target benefit plan, stock bonus, or
                                            profit sharing plan which is subject
                                            to the survivor annuity requirements
                                            of Section 401(a)(11) and Section
                                            417 of the code. If this Section
                                            6.05(F) is operative, then the
                                            provisions of this Section 6.05
                                            other than Section 6.05(G) shall be
                                            inoperative.

                                    2.  The Participant may waive the spousal
                                        death benefit described in this Section
                                        6.05(F) at any time provided that no
                                        such waiver shall be effective unless it
                                        satisfies the conditions of Section
                                        6.05(D)(3) (other than the notification
                                        requirement referred to therein) that
                                        would apply to the Participant's waiver
                                        of the qualified preretirement survivor
                                        annuity.

                                    3.  For purposes of this Section 6.05(F),
                                        Vested account balance shall mean, in
                                        the case of a money purchase pension
                                        plan or a target benefit plan, the
                                        Participant's separate account balance
                                        attributable solely to accumulated
                                        deductible employee contributions within
                                        the meaning of Section 72(o)(5)(B) of
                                        the Code. In the case of a profit
                                        sharing plan, Vested account balance
                                        shall have the same meaning as provided
                                        in Section 6.05(D)(7).

                           G.       Transitional Rules

                                    1.  Any living Participant not receiving
                                        benefits on August 23, 1984, who would
                                        otherwise not receive the benefits
                                        prescribed by the previous subsections
                                        of this Section 6.05 must be given the
                                        opportunity to elect to have the prior
                                        subsections 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.

                                    2.  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
                                        6.05(G)(4).

                                    3.  The respective opportunities to elect
                                        (as described in Section 6.05(G)(1) and
                                        (2) 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.

                                    4.  Any Participant who has elected pursuant
                                        to Section 6.05(G)(2) and any
                                        Participant who does not elect under
                                        Section 6.05(G)(1) or who meets the
                                        requirements of Section 6.05(G)(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 requirements if benefits
                                        would have been payable in the form of a
                                        life annuity:

                                        a.  Automatic Joint and Survivor Annuity
                                            - If benefits in the form of a life
                                            annuity become payable to a married
                                            Participant who:


                                       35
<PAGE>

                                            (1)  begins to receive payments
                                                 under the Plan on or after
                                                 Normal Retirement Age; or
                                            (2)  dies on or after Normal
                                                 Retirement Age while still
                                                 working for the Employer; or
                                            (3)  begins to receive payments on
                                                 or after the qualified early
                                                 retirement age; or
                                            (4)  separates from service on or
                                                 after attaining Normal
                                                 Retirement Age (or the
                                                 qualified early retirement age)
                                                 and after satisfying the
                                                 eligibility requirements for
                                                 the payment of benefits under
                                                 the Plan and thereafter dies
                                                 before beginning to receive
                                                 such benefits; then such
                                                 benefits will be received under
                                                 this Plan in the form of a
                                                 qualified joint and survivor
                                                 annuity, unless the Participant
                                                 has elected otherwise during
                                                 the election period. The
                                                 election period must begin at
                                                 least 6 months before the
                                                 Participant attains qualified
                                                 early retirement age and ends
                                                 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.

                                        b.  Election of Early Survivor Annuity -
                                            A Participant who is employed after
                                            attaining the qualified early
                                            retirement age will be given the
                                            opportunity to elect, during the
                                            election period, to have a survivor
                                            annuity payable on death. If the
                                            Participant elects the survivor
                                            annuity, payments under such annuity
                                            must not be less than the payments
                                            which would have been made to the
                                            spouse under the qualified joint and
                                            survivor annuity if the Participant
                                            had retired on the day before his or
                                            her death. Any election under this
                                            provision will be in writing and may
                                            be changed by the Participant at any
                                            time. The election period begins on
                                            the later of (1) the 90th day before
                                            the Participant attains the
                                            qualified early retirement age, or
                                            (2) the date on which participation
                                            begins, and ends on the date the
                                            Participant terminates employment.

                                        c.  For purposes of Section 6.05(G)(4):

                                            (1)  Qualified early retirement age
                                                 is the latest of:

                                                 (a) the earliest date, under
                                                     the Plan, on which the
                                                     Participant may elect to
                                                     receive retirement
                                                     benefits,
                                                 (b) the first day of the 120th
                                                     month beginning before the
                                                     Participant reaches Normal
                                                     Retirement Age, or
                                                 (c) the date the Participant
                                                     begins participation.

                                            (2)  Qualified joint and survivor
                                                 annuity is an annuity for the
                                                 life of the Participant with a
                                                 survivor annuity for the life
                                                 of the spouse as described in
                                                 Section 6.05(D)(4) of this
                                                 Plan.

         6.06              DISTRIBUTION REQUIREMENTS
                           A.       General Rules

                                    1.  Subject to Section 6.05 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 the Plan.
                                        Unless otherwise specified, the
                                        provisions of this Section 6.06 apply to
                                        calendar years beginning after December
                                        31, 1984.

                                    2.  All distributions required under this
                                        Section 6.06 shall be determined and
                                        made in accordance with the Income Tax
                                        Regulations under Section 401(a)(9),
                                        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):

                                    1.  the life of the Participant,
                                    2.  the life of the Participant and a
                                        designated Beneficiary,
                                    3.  a period certain not extending beyond
                                        the Life expectancy of the Participant,
                                        or


                                       36
<PAGE>

                                    4.  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 - If the Participant's interest is
                                    to be distributed in other than a single
                                    sum, the following minimum distribution
                                    rules shall apply on or after the required
                                    beginning date:

                                    1.  Individual Account

                                        a.  If a Participant's benefit is to be
                                            distributed over (1) a period not
                                            extending beyond the life expectancy
                                            of the Participant or the joint life
                                            and last survivor expectancy of the
                                            Participant and the Participant's
                                            designated Beneficiary or (2) a
                                            period not extending beyond the life
                                            expectancy of the designated
                                            Beneficiary, the amount required to
                                            be distributed for each calendar
                                            year, beginning with distributions
                                            the first distribution calendar
                                            year, must at least equal the
                                            quotient obtained by dividing the
                                            Participant's benefit by the
                                            applicable life expectancy.

                                        b.  For calendar years beginning before
                                            January 1, 1989, if the
                                            Participant's spouse is not the
                                            designated Beneficiary, the method
                                            of distribution selected must assure
                                            that at least 50% of the present
                                            value of the amount available for
                                            distribution is paid within the life
                                            expectancy of the Participant.

                                        c.  For calendar years beginning after
                                            December 31, 1988, the amount to be
                                            distributed each year, beginning
                                            with distributions for the first
                                            distribution calendar year shall not
                                            be less than the quotient obtained
                                            by dividing the Participant's
                                            benefit by the lesser of (1) the
                                            applicable life expectancy or (2) if
                                            the Participant's spouse is not the
                                            designated Beneficiary, the
                                            applicable divisor determined from
                                            the table set forth in Q&A-4 of
                                            Section 1.401(a)(9)-2 of the
                                            Proposed Income Tax Regulations.
                                            Distributions after the death of the
                                            Participant shall be distributed
                                            using the applicable life expectancy
                                            in Section 6.05(D)(1)(a) above as
                                            the relevant divisor without regard
                                            to proposed regulations
                                            1.401(a)(9)-2.

                                        d.  The minimum distribution required
                                            for the Participant's first
                                            distribution calendar year must be
                                            made on or before the Participant's
                                            required beginning date. The minimum
                                            distribution for other calendar
                                            years, including the minimum
                                            distribution for the distribution
                                            calendar year in which the
                                            Employee's required beginning date
                                            occurs, must be made on or before
                                            December 31 of that distribution
                                            calendar year.

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

                           E.       Death Distribution Provisions

                                    1.  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.

                                    2.  Distribution Beginning After Death - If
                                        the Participant dies before distribution
                                        of his or her interest begins,
                                        distribution of the Participant's entire
                                        interest shall be completed by December
                                        31 of the calendar year containing the
                                        fifth anniversary of the Participant's
                                        death except to the extent that an
                                        election is made to receive
                                        distributions in accordance with (a) or
                                        (b) below:

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

                                        b.  if the designated Beneficiary is the
                                            Participant's surviving spouse, the
                                            date distributions are required to
                                            begin in accordance with (a) above
                                            shall not be earlier than the later
                                            of (1) December 31 of the calendar
                                            year immediately following the
                                            calendar year in which the


                                       37
<PAGE>

                                            Participant dies or (2) December 31
                                            of the calendar year in which the
                                            Participant would have attained age
                                            70 1/2.

                                            If the Participant has not made an
                                            election pursuant to this Section
                                            6.05(E)(2) by the time of his or her
                                            death, the Participant's designated
                                            Beneficiary must elect the method of
                                            distribution no later than the
                                            earlier of (1) December 31 of the
                                            calendar year in which distributions
                                            would be required to begin under
                                            this Section 6.05(E)(2), or (2)
                                            December 31 of the calendar year
                                            which contains the fifth anniversary
                                            of the date of death of the
                                            Participant. If the Participant has
                                            no 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.

                                    3.  For purposes of Section 6.06(E)(2)
                                        above, if the surviving spouse dies
                                        after the Participant, but before
                                        payments to such spouse begin, the
                                        provisions of Section 6.06(E)(2), with
                                        the exception of paragraph (b) therein,
                                        shall be applied as if the surviving
                                        spouse were the Participant.

                                    4.  For purposes of this Section 6.06(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.

                                    5.  For purposes of this Section 6.06(E),
                                        distribution of a Participant's interest
                                        is considered to begin on the
                                        Participant's required beginning date
                                        (or, if Section 6.06(E)(3) above is
                                        applicable, the date distribution is
                                        required to begin to the surviving
                                        spouse pursuant to Section 6.06(E)(2)
                                        above). If distribution in the form of
                                        an annuity irrevocably commences to the
                                        Participant before the required
                                        beginning date, the date distribution is
                                        considered to begin is the date
                                        distribution actually commences.

                           F.       Definitions

                                    1.  Applicable 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 reduced by one
                                        for each calendar year which has elapsed
                                        since the date life expectancy was first
                                        calculated. If life expectancy is being
                                        recalculated, the applicable life
                                        expectancy shall be the life expectancy
                                        as so recalculated. The applicable
                                        calendar year shall be the first
                                        distribution calendar year, and if life
                                        expectancy is being recalculated such
                                        succeeding calendar year.

                                    2.  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.

                                    3.  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 is the
                                        calendar year immediately preceding the
                                        calendar year which contains the
                                        Participant's required beginning date.
                                        For distributions beginning after the
                                        Participant's death, the first
                                        distribution calendar year is the
                                        calendar year in which distributions are
                                        required to begin pursuant to Section
                                        6.05(E) above.

                                    4.  Life Expectancy - Life expectancy and
                                        joint and last survivor expectancy are
                                        computed by use of the expected return
                                        multiples in Tables V and VI of Section
                                        1.72-9 of the Income Tax Regulations.

                                        Unless otherwise elected by the
                                        Participant (or spouse, in the case of
                                        distributions described in Section
                                        6.05(E)(2)(b) above) by the time
                                        distributions are required to begin,
                                        life expectancies shall be recalculated
                                        annually. Such election shall be
                                        irrevocable as to the Participant (or
                                        spouse) and shall apply to all
                                        subsequent years. The life expectancy of
                                        a nonspouse Beneficiary may not be
                                        recalculated.


                                       38
<PAGE>

                                    5.  Participant's Benefit

                                        a.  The account balance as of the last
                                            valuation date in the valuation
                                            calendar year (the calendar year
                                            immediately preceding the
                                            distribution calendar year)
                                            increased by the amount of any
                                            Contributions or Forfeitures
                                            allocated to the account balance as
                                            of dates in the valuation calendar
                                            year after the valuation date and
                                            decreased by distributions made in
                                            the valuation calendar year after
                                            the valuation date.

                                        b.  Exception for second distribution
                                            calendar year. For purposes of
                                            paragraph (a) above, if any portion
                                            of the minimum distribution for the
                                            first distribution calendar year is
                                            made in the second distribution
                                            calendar year on or before the
                                            required beginning date, the amount
                                            of the minimum distribution made in
                                            the second distribution calendar
                                            year shall be treated as if it had
                                            been made in the immediately
                                            preceding distribution calendar
                                            year.

                                    6.  Required Beginning Date

                                        a.  General Rule - The required
                                            beginning date of a Participant is
                                            the first day of April of the
                                            calendar year following the calendar
                                            year in which the Participant
                                            attains age 70 1/2.

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

                                            (1)  Non 5% Owners - The required
                                                 beginning date of a Participant
                                                 who is not a 5% owner is the
                                                 first day of April of the
                                                 calendar year following the
                                                 calendar year in which the
                                                 later of retirement or
                                                 attainment of age 70 1/2
                                                 occurs.

                                            (2)  5% Owners - The required
                                                 beginning date of a Participant
                                                 who is a 5% owner during any
                                                 year beginning after December
                                                 31, 1979, is the first day of
                                                 April following the later of:

                                                 (a) the calendar year in which
                                                     the Participant attains age
                                                     70 1/2, or
                                                 (b) the earlier of the calendar
                                                     year with or within which
                                                     ends the Plan Year in which
                                                     the Participant becomes a
                                                     5% owner, or the calendar
                                                     year in which the
                                                     Participant retires.

                                                     The required beginning date
                                                     of a Participant who is not
                                                     a 5% owner who attains age
                                                     70 1/2 during 1988 and who
                                                     has not retired as of
                                                     January 1, 1989, is April
                                                     1, 1990.

                                        c.  5% Owner - A Participant is treated
                                            as a 5% owner for purposes of this
                                            Section 6.06(F)(6) if such
                                            Participant is a 5% 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.

                                        d.  Once distributions have begun to a
                                            5% owner under this Section
                                            6.06(F)(6) they must continue to be
                                            distributed, even if the Participant
                                            ceases to be a 5% owner in a
                                            subsequent year.

                           G.       Transitional Rule

                                    1.  Notwithstanding the other requirements
                                        of this Section 6.06 and subject to the
                                        requirements of Section 6.05, Joint and
                                        Survivor Annuity Requirements,
                                        distribution on behalf of any Employee,
                                        including a 5% owner, may be made in
                                        accordance with all of the following
                                        requirements (regardless of when such
                                        distribution commences):

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


                                       39
<PAGE>

                                        b.  The distribution is in accordance
                                            with a method of distribution
                                            designated by the Employee whose
                                            interest in the Fund is being
                                            distributed or, if the Employee is
                                            deceased, by a Beneficiary of such
                                            Employee.

                                        c.  Such designation was in writing, was
                                            signed by the Employee or the
                                            Beneficiary, and was made before
                                            January 1, 1984.

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

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

                                    2.  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.

                                    3.  For any distribution which commences
                                        before January 1, 1984, but continues
                                        after December 31, 1983, the Employee,
                                        or the Beneficiary, to whom such
                                        distribution is being made, will be
                                        presumed to have designated the method
                                        of distribution under which the
                                        distribution is being made if the method
                                        of distribution was specified in writing
                                        and the distribution satisfies the
                                        requirements in Sections 6.06(G)(1)(a)
                                        and (e).

                                    4.  If a designation is revoked, any
                                        subsequent distribution must satisfy the
                                        requirements of Section 401(a)(9) of the
                                        Code and the regulations thereunder. If
                                        a designation is revoked subsequent to
                                        the date distributions are required to
                                        begin, the Plan 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 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 Income Tax
                                        Regulations. Any changes in the
                                        designation will be considered to be a
                                        revocation of the designation. However,
                                        the mere substitution or addition of
                                        another Beneficiary (one not named in
                                        the designation) under the designation
                                        will not be considered to be a
                                        revocation of the designation, so long
                                        as such substitution or addition does
                                        not alter the period over which
                                        distributions are to be made under the
                                        designation, directly or indirectly (for
                                        example, by altering the relevant
                                        measuring life). In the case in which an
                                        amount is transferred or rolled over
                                        from one plan to another plan, the rules
                                        in Q&A J-2 and Q&A J-3 shall apply.

         6.07              ANNUITY CONTRACTS
                           Any annuity contract distributed under the Plan (if
                           permitted or required by this Section 6) must be
                           nontransferable. The terms of any annuity contract
                           purchased and distributed by the Plan to a
                           Participant or spouse shall comply with the
                           requirements of the Plan.

         6.08              LOANS TO PARTICIPANTS
                           If the Adoption Agreement so indicates, a Participant
                           may receive a loan from the Fund, subject to the
                           following rules:

                           A.       Loans shall be made available to all
                                    Participants on a reasonably equivalent
                                    basis.

                           B.       Loans shall not be made available to Highly
                                    Compensated Employees (as defined in Section
                                    414(q) of the Code) in an amount greater
                                    than the amount made available to other
                                    Employees.

                           C.       Loans must be adequately secured and bear a
                                    reasonable interest rate.

                           D.       No Participant loan shall exceed the present
                                    value of the Vested portion of a
                                    Participant's Individual Account.


                                       40
<PAGE>

                           E.       A Participant must obtain the consent of his
                                    or her spouse, if any, to the use of the
                                    Individual Account as security for the loan.
                                    Spousal consent shall be obtained no earlier
                                    than the beginning of the 90 day period that
                                    ends on the date on which the loan is to be
                                    so secured. The consent must be in writing,
                                    must acknowledge the effect of the loan, and
                                    must be witnessed by a plan representative
                                    or notary public. Such consent shall
                                    thereafter be binding with respect to the
                                    consenting spouse or any subsequent spouse
                                    with respect to that loan. A new consent
                                    shall be required if the account balance is
                                    used for renegotiation, extension, renewal,
                                    or other revision of the loan.
                                    Notwithstanding the foregoing, no spousal
                                    consent is necessary if, at the time the
                                    loan is secured, no consent would be
                                    required for a distribution under Section
                                    417(a)(2)(B). In addition, spousal consent
                                    is not required if the Plan or the
                                    Participant is not subject to Section
                                    401(a)(11) at the time the Individual
                                    Account is used as security, or if the total
                                    Individual Account subject to the security
                                    is less than or equal to $3,500.

                           F.       In the event of default, foreclosure on the
                                    note and attachment of security will not
                                    occur until a distributable event occurs in
                                    the Plan. Notwithstanding the preceding
                                    sentence, a Participant's default on a loan
                                    will be treated as a distributable event and
                                    as soon as administratively feasible after
                                    the default, the Participant's Vested
                                    Individual Account will be reduced by the
                                    lesser of the amount in default (plus
                                    accrued interest) or the amount secured. If
                                    this Plan is a 401(k) plan, then to the
                                    extent the loan is attributable to a
                                    Participant's Elective Deferrals, Qualified
                                    Nonelective Contributions or Qualified
                                    Matching Contributions, the Participant's
                                    Individual Account will not be reduced
                                    unless the Participant has attained age 59
                                    1/2 or has another distributable event. A
                                    Participant will be deemed to have consented
                                    to the provision at the time the loan is
                                    made to the Participant.

                           G.       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 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.

                           If a valid spousal consent has been obtained in
                           accordance with 6.08(E), then, notwithstanding any
                           other provisions of this Plan, the portion of the
                           Participant's Vested Individual Account used as a
                           security interest held by the Plan by reason of a
                           loan outstanding to the Participant shall be taken
                           into account for purposes of determining the amount
                           of the account balance payable at the time of death
                           or distribution, but only if the reduction is used as
                           repayment of the loan. If less than 100% of the
                           Participant's Vested Individual Account (determined
                           without regard to the preceding sentence) is payable
                           to the surviving spouse, then the account balance
                           shall be adjusted by first reducing the Vested
                           Individual Account by the amount of the security used
                           as repayment of the loan, and then determining the
                           benefit payable to the surviving spouse.

                           To avoid taxation to the Participant, no loan to any
                           Participant can be made to the extent that such loan
                           when added to outstanding balance of all other loans
                           to the Participant would exceed the lesser of (a)
                           $50,000 reduced by the excess (if any) of the highest
                           outstanding balance of loans during the one year
                           period ending on the day before the loan is made,
                           over the outstanding balance of loans from the Plan
                           on the date the loan is made, or (b) 50% of the
                           present value of the nonforfeitable Individual
                           Account of the Participant or, if greater, the total
                           Individual Account up to $10,000. For the purpose of
                           the above limitation, all loans from all plans of the
                           Employer and other members of a group of employers
                           described in Sections 414(b), 414(c), and 414(m) of
                           the Code are aggregated. Furthermore, any loan shall
                           by its terms require that repayment (principal and
                           interest) be amortized in level payments, not less
                           frequently than quarterly, over a period not
                           extending beyond 5 years from the date of the loan,
                           unless such loan is used to acquire a dwelling unit
                           which within a reasonable time (determined at the
                           time the loan is made) will be used as the principal
                           residence of the Participant. An assignment or pledge
                           of any portion of the Participant's interest in the
                           Plan and a loan, pledge, or assignment with respect
                           to any insurance contract purchased under the Plan,
                           will be treated as a loan under this paragraph.

                           The Plan Administrator Shall administer the loan
                           program in accordance with a written document. Such
                           written document shall include, at a minimum, the
                           following: (i) the identity of the person or
                           positions authorized to administer the Participant
                           loan program; (ii) the procedure for applying for
                           loans; (iii) the basis on which loans will be
                           approved or denied; (iv) limitations (if any) on the
                           types and amounts of loans offered; (v) the procedure
                           under the program for determining a reasonable rate
                           of interest; (vi) the types of collateral which may
                           secure a Participant loan, and (vii) the events
                           constituting default and the steps that will be taken
                           to preserve Plan assets in the event of such default.


                                       41
<PAGE>

         6.09              DISTRIBUTION IN KIND
                           The Plan Administrator may cause any distribution
                           under this Plan to be made either in a form actually
                           held in the Fund, or in cash by convening assets
                           other than cash into cash, or in any combination of
                           the two foregoing ways.

         6.10              DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS

                           A.       Direct Rollover Option
                                    This Section 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 Section, 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 that is equal to at least $500
                                    paid directly to an eligible retirement plan
                                    specified by the distributee in a direct
                                    rollover.

                           B.       Definitions

                                    1.  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:

                                        a.  any distribution that is one of a
                                            series of substantially equal
                                            periodic payments (not less
                                            frequently than annually) made for
                                            the life (or life expectancy) of the
                                            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;
                                        b.  any distribution to the extent such
                                            distribution is required under
                                            Section 401(a)(9) of the Code;
                                        c.  the portion of any other
                                            distribution that is not includible
                                            in gross income (determined without
                                            regard to the exclusion for net
                                            unrealized appreciation with respect
                                            to employer securities); and
                                        d.  any other distribution(s) that is
                                            reasonably expected to total less
                                            than $200 during a year.

                                    2.  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.

                                    3.  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.

                                    4.  Direct rollover - A direct rollover is a
                                        payment by the Plan to the eligible
                                        retirement plan specified by the
                                        distributee.

         6.11              PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES
                           The Plan Administrator must use all reasonable
                           measures to locate Participants or Beneficiaries who
                           are entitled to distributions from the Plan. In the
                           event that the Plan Administrator cannot locate a
                           Participant or Beneficiary who is entitled to a
                           distribution from the Plan after using all reasonable
                           measures to locate him or her, the Plan Administrator
                           may, consistent with applicable laws, regulations and
                           other pronouncements under ERISA, use any reasonable
                           procedure to dispose of distributable plan assets,
                           including any of the following: (1) establish a bank
                           account for and in the name of the Participant or
                           Beneficiary and transfer the assets to such bank
                           account, (2) purchase an annuity contract with the
                           assets in the name of the Participant or Beneficiary,
                           or (3) after the expiration of 5 years after the
                           benefit becomes payable, treat the amount
                           distributable as a Forfeiture and allocate it in
                           accordance with the terms of the Plan and if the
                           Participant or Beneficiary is later located, restore
                           such benefit to the Plan.


                                       42
<PAGE>

SECTION SEVEN              CLAIMS PROCEDURE

         7.01              FILING A CLAIM FOR PLAN DISTRIBUTIONS
                           A Participant or Beneficiary who desires to make a
                           claim for the Vested portion of the Participant's
                           Individual Account shall file a written request with
                           the Plan Administrator on a form to be furnished to
                           him or her by the Plan Administrator for such
                           purpose. The request shall set forth the basis of the
                           claim. The Plan Administrator is authorized to
                           conduct such examinations as may be necessary to
                           facilitate the payment of any benefits to which the
                           Participant or Beneficiary may be entitled under the
                           terms of the Plan.

         7.02              DENIAL OF CLAIM
                           Whenever a claim for a Plan distribution by any
                           Participant or Beneficiary has been wholly or
                           partially denied, the Plan Administrator must furnish
                           such Participant or Beneficiary written notice of the
                           denial within 60 days of the date the original claim
                           was flied. This notice shall set forth the specific
                           reasons for the denial, specific reference to
                           pertinent Plan provisions on which the denial is
                           based, a description of any additional information or
                           material needed to perfect the claim, an explanation
                           of why such additional information or material is
                           necessary and an explanation of the procedures for
                           appeal.

         7.03              REMEDIES AVAILABLE
                           The Participant or Beneficiary shall have 60 days
                           from receipt of the denial notice in which to make
                           written application for review by the Plan
                           Administrator. The Participant or Beneficiary may
                           request that the review be in the nature of a
                           hearing. The Participant or Beneficiary shall have
                           the right to representation, to review pertinent
                           documents and to submit comments in writing. The Plan
                           Administrator shall issue a decision on such review
                           within 60 days after receipt of an application for
                           review as provided for in Section 7.02. Upon a
                           decision unfavorable to the Participant or
                           Beneficiary, such Participant or Beneficiary shall be
                           entitled to bring such actions in law or equity as
                           may be necessary or appropriate to protect or clarify
                           his or her right to benefits under this Plan.

SECTION EIGHT              PLAN ADMINISTRATOR

         8.01              EMPLOYER IS PLAN ADMINISTRATOR

                           A.       The Employer shall be the Plan Administrator
                                    unless the managing body of the Employer
                                    designates a person or persons other than
                                    the Employer as the Plan Administrator and
                                    so notifies the Trustee (or Custodian, if
                                    applicable.) The Employer shall also be the
                                    Plan Administrator if the person or persons
                                    so designated cease to be the Plan
                                    Administrator. The Employer may establish an
                                    administrative committee that will carry out
                                    the Plan Administrator's duties. Members of
                                    the administrative committee may allocate
                                    the Plan Administrator's duties among
                                    themselves.

                           B.       If the managing body of the Employer
                                    designates a person or persons other than
                                    the Employer as Plan Administrator, such
                                    person or persons shall serve at the
                                    pleasure of the Employer and shall serve
                                    pursuant to such procedures as such managing
                                    body may provide. Each such person shall be
                                    bonded as may be required by law.

         8.02              POWERS AND DUTIES OF THE PLAN ADMINISTRATOR

                           A.       The Plan Administrator may, by appointment,
                                    allocate the duties of the Plan
                                    Administrator among several individuals or
                                    entities. Such appointments shall not be
                                    effective until the party designated accepts
                                    such appointment in writing.

                           B.       The Plan Administrator shall have the
                                    authority to control and manage the
                                    operation and administration of the Plan.
                                    The Plan Administrator shall administer the
                                    Plan for the exclusive benefit of the
                                    Participants and their Beneficiaries in
                                    accordance with the specific terms of the
                                    Plan.

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

                                    1.  To determine all questions of
                                        interpretation or policy in a manner
                                        consistent with the Plan's documents and
                                        the Plan Administrator's construction or
                                        determination in good faith shall be
                                        conclusive and binding on all persons
                                        except as otherwise provided herein or
                                        by law. Any interpretation or
                                        construction shall be done in a
                                        nondiscriminatory manner and shall be
                                        consistent with the intent that the Plan
                                        shall continue to be deemed a qualified
                                        plan under the


                                       43
<PAGE>

                                        terms of Section 401(a) of the Code, as
                                        amended from time-to-time, and shall
                                        comply with the terms of ERISA, as
                                        amended from time-to-time;

                                    2.  To determine all questions relating to
                                        the eligibility of Employees to become
                                        or remain Participants hereunder;

                                    3.  To compute the amounts necessary or
                                        desirable to be contributed to the Plan;

                                    4.  To compute the amount and kind of
                                        benefits to which a Participant or
                                        Beneficiary shall be entitled under the
                                        Plan and to direct the Trustee (or
                                        Custodian, if applicable) with respect
                                        to all disbursements under the Plan,
                                        and, when requested by the Trustee (or
                                        Custodian), to furnish the Trustee (or
                                        Custodian) with instructions, in
                                        writing, on matters pertaining to the
                                        Plan and the Trustee (or Custodian) may
                                        rely and act thereon;

                                    5.  To maintain all records necessary for
                                        the administration of the Plan;

                                    6.  To be responsible for preparing and
                                        filing such disclosure and tax forms as
                                        may be required from time-to-time by the
                                        Secretary of Labor or the Secretary of
                                        the Treasury; and

                                    7.  To furnish each Employee, Participant or
                                        Beneficiary such notices, information
                                        and reports under such circumstances as
                                        may be required by law.

                           D.       The Plan Administrator shall have all of the
                                    powers necessary or appropriate to
                                    accomplish his or her duties under the Plan,
                                    including, but not limited to, the
                                    following:

                                    1.  To appoint and retain such persons as
                                        may be necessary to carry out the
                                        functions of the Plan Administrator;

                                    2.  To appoint and retain counsel,
                                        specialists or other persons as the Plan
                                        Administrator deems necessary or
                                        advisable in the administration of the
                                        Plan;

                                    3.  To resolve all questions of
                                        administration of the Plan;

                                    4.  To establish such uniform and
                                        nondiscriminatory rules which it deems
                                        necessary to carry out the terms of the
                                        plan;

                                    5.  To make any adjustments in a uniform and
                                        nondiscriminatory manner which it deems
                                        necessary to correct any arithmetical or
                                        accounting errors which may have been
                                        made for any Plan Year; and

                                    6.  To correct any defect, supply any
                                        omission or reconcile any inconsistency
                                        in such manner and to such extent as
                                        shall be deemed necessary or advisable
                                        to carry out the purpose of the Plan.

         8.03              EXPENSES AND COMPENSATION
                           All reasonable expenses of administration including,
                           but not limited to, those involved in retaining
                           necessary professional assistance may be paid from
                           the assets of the Fund. Alternatively, the Employer
                           may, in its discretion, pay any or all such expenses.
                           Pursuant to uniform and nondiscriminatory rules that
                           the Plan Administrator may establish from time-to
                           time, administrative expenses and expenses unique to
                           a particular Participant may be charged to a
                           Participant's Individual Account or the Plan
                           Administrator may allow Participants to pay such fees
                           outside of the Plan. The Employer shall furnish the
                           Plan Administrator with such clerical and other
                           assistance as the Plan Administrator may need in the
                           performance of his or her duties.

         8.04              INFORMATION FROM EMPLOYER
                           To enable the Plan Administrator to perform his or
                           her duties, the Employer shall supply full and timely
                           information to the Plan Administrator (or his or her
                           designated agents) on all matters relating to the
                           Compensation of all Participants, their regular
                           employment, retirement, death, Disability or
                           Termination of Employment, and such other pertinent
                           facts as the Plan Administrator (or his


                                       44
<PAGE>

                           or her agents) may require. The Plan Administrator
                           shall advise the Trustee (or Custodian, if
                           applicable) of such of the foregoing facts as may be
                           pertinent to the Trustee's (or Custodians) duties
                           under the Plan. The Plan Administrator (or his or her
                           agents) is entitled to rely on such information as is
                           supplied by the Employer and shall have no duty or
                           responsibility to verify such information.

SECTION NINE               AMENDMENT AND TERMINATION

         9.01              RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN
                           A.       The Employer, by adopting the Plan,
                                    expressly delegates to the Prototype Sponsor
                                    the power, but not the duty, to amend the
                                    Plan without any further action or consent
                                    of the Employer as the Prototype Sponsor
                                    deems necessary for the purpose of adjusting
                                    the Plan to comply with all laws and
                                    regulations governing pension or profit
                                    sharing plans. Specifically, it is
                                    understood that the amendments may be made
                                    unilaterally by the Prototype Sponsor.
                                    However, it shall be understood that the
                                    Prototype Sponsor shall be under no
                                    obligation to amend the Plan documents and
                                    the Employer expressly waives any rights or
                                    claims against the Prototype Sponsor for not
                                    exercising this power to amend. For purposes
                                    of Prototype Sponsor amendments, the mass
                                    submitter shall be recognized as the agent
                                    of the Prototype Sponsor. If the Prototype
                                    Sponsor does not adopt the amendments made
                                    by the mass submitter, it will no longer be
                                    identical to or a minor modifier of the mass
                                    submitter plan.

                           B.       An amendment by the Prototype Sponsor shall
                                    be accomplished by giving written notice to
                                    the Employer of the amendment to be made.
                                    The notice shall set forth the text of such
                                    amendment and the date such amendment is to
                                    be effective. Such amendment shall take
                                    effect unless within the 30 day period after
                                    such notice is provided, or within such
                                    shorter period as the notice may specify,
                                    the Employer gives the Prototype Sponsor
                                    written notice of refusal to consent to the
                                    amendment. Such written notice of refusal
                                    shall have the effect of withdrawing the
                                    Plan as a prototype plan and shall cause the
                                    Plan to be considered an individually
                                    designed plan. The right of the Prototype
                                    Sponsor to cause the Plan to be amended
                                    shall terminate should the Plan cease to
                                    conform as a prototype plan as provided in
                                    this or any other section.

         9.02              RIGHT OF EMPLOYER TO AMEND THE PLAN
                           The Employer may (1) change the choice of options in
                           the Adoption Agreement; (2) add overriding language
                           in the Adoption Agreement when such language is
                           necessary to satisfy Section 415 or Section 416 of
                           the Code because of the required aggregation of
                           multiple plans; and (3) add certain model amendments
                           published by the Internal Revenue Service which
                           specifically provide that their adoption will not
                           cause the Plan to be treated as 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 prototype plan and
                           will be considered to have an individually designed
                           plan.

                           An Employer who wishes to amend the Plan to change
                           the options it has chosen in the Adoption Agreement
                           must complete and deliver a new Adoption Agreement to
                           the Prototype Sponsor and Trustee (or Custodian, if
                           applicable). Such amendment shall become effective
                           upon execution by the Employer and Trustee (or
                           Custodian).

                           The Employer further reserves the right to replace
                           the Plan in its entirety by adopting another
                           retirement plan which the Employer designates as a
                           replacement plan.

         9.03              LIMITATION ON POWER TO AMEND
                           No amendment to the Plan shall be effective to the
                           extent that it has the effect of decreasing a
                           Participant's accrued benefit. Notwithstanding the
                           preceding sentence, a Participant's Individual
                           Account 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
                           decreasing a Participant's Individual Account or
                           eliminating an optional form of benefit with respect
                           to benefits attributable to service before the
                           amendment shall be treated as reducing an accrued
                           benefit. 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 the date it becomes
                           effective, the Vested percentage (determined as of
                           such date) of such Employee's Individual Account
                           derived from Employer Contributions will not be less
                           than the percentage computed under the Plan without
                           regard to such amendment.

         9.04              AMENDMENT OF VESTING SCHEDULE
                           If the Plan's vesting schedule is amended, or the
                           Plan is amended in any way that directly or
                           indirectly affects the computation of the
                           Participant's Vested percentage, or if the Plan is
                           deemed amended by an automatic change to or from a
                           top-heavy vesting schedule, each Participant with at
                           least 3 Years of Vesting


                                       45
<PAGE>
                           Service with the Employer may elect, within the time
                           set forth below, to have the Vested percentage
                           computed under the Plan without regard to such
                           amendment.

                           For Participants who do not have at least 1 Hour of
                           Service in any Plan Year beginning after December 31,
                           1988, the preceding sentence shall be applied by
                           substituting "5 Years of Vesting Service" for "3
                           Years of Vesting Service" where such language
                           appears.

                           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 the later of:

                           A. 60 days after the amendment is adopted;
                           B. 60 days after the amendment becomes effective; or
                           C. 60 days after the Participant is issued written
                              notice of the amendment by the Employer or Plan
                              Administrator.

         9.05              PERMANENCY
                           The Employer expects to continue this Plan and make
                           the necessary contributions thereto indefinitely, but
                           such continuance and payment is not assumed as a
                           contractual obligation. Neither the Adoption
                           Agreement nor the Plan nor any amendment or
                           modification thereof nor the making of contributions
                           hereunder shall be construed as giving any
                           Participant or any person whomsoever any legal or
                           equitable right against the Employer, the Trustee (or
                           Custodian, if applicable) the Plan Administrator or
                           the Prototype Sponsor except as specifically provided
                           herein, or as provided by law.

         9.06              METHOD AND PROCEDURE FOR TERMINATION
                           The Plan may be terminated by the Employer at any
                           time by appropriate action of its managing body. Such
                           termination shall be effective on the date specified
                           by the Employer. The Plan shall terminate if the
                           Employer shall be dissolved, terminated, or declared
                           bankrupt. Written notice of the termination and
                           effective date thereof shall be given to the Trust
                           (or Custodian), Plan Administrator, Prototype
                           Sponsor, Participants and Beneficiaries of deceased
                           Participants, and the required filings (such as the
                           Form 5500 series and others) must be made with the
                           Internal Revenue Service and any other regulatory
                           body as required by current laws and regulations.
                           Until all of the assets have been distributed from
                           the Fund, the Employer must keep the Plan in
                           compliance with current laws and regulations by (a)
                           making appropriate amendments to the Plan and (b)
                           taking such other measures as may be required.

         9.07              CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER
                           Notwithstanding the preceding Section 9.06, a
                           successor of the Employer may continue the Plan and
                           be substituted in the place of the present Employer.
                           The successor and the present Employer (or, if
                           deceased, the executor of the estate of a deceased
                           Self-Employed Individual who was the Employer) must
                           execute a written instrument authorizing such
                           substitution and the successor must complete and sign
                           a new plan document.

         9.08              FAILURE OF PLAN QUALIFICATION
                           If the Plan fails to retain its qualified status, the
                           Plan will no longer be considered to be part of a
                           prototype plan, and such Employer can no longer
                           participate under this prototype. In such event, the
                           Plan will be considered an individually designed
                           plan.

SECTION TEN                MISCELLANEOUS

         10.01             STATE COMMUNITY PROPERTY LAWS
                           The terms and conditions of this Plan shall be
                           applicable without regard to the community property
                           laws of any state.

         10.02             HEADINGS
                           The headings of the Plan have been inserted for
                           convenience of reference only and are to be ignored
                           in any construction of the provisions hereof.

         10.03             GENDER AND NUMBER
                           Whenever any words are used herein in the masculine
                           gender they shall be construed as though they were
                           also used in feminine gender in all cases where they
                           would so apply, and whenever any words are used
                           herein in the singular form they shall be construed
                           as though they were also used in the plural form in
                           all cases where they would so apply.

                                       46
<PAGE>

         10.04             PLAN MERGER OR CONSOLIDATION
                           In the case of any merger or consolidation of the
                           Plan with, or transfer of assets or liabilities of
                           such Plan to, any other plan, each Participant shall
                           be entitled to receive benefits immediately after the
                           merger, consolidation, or transfer (if the Plan had
                           then terminated) which are equal to or greater than
                           the benefits he or she would have been entitled to
                           receive immediately before the merger, consolidation,
                           or transfer (if the Plan had then terminated). The
                           Trustee (or Custodian) has the authority to enter
                           into merger agreements or agreements to directly
                           transfer the assets of this Plan but only if such
                           agreements are made with trustees or custodians of
                           other retirement plans described in Section 401(a) of
                           the Code.

         10.05             STANDARD OF FIDUCIARY CONDUCT
                           The Employer, Plan Administrator, Trustee and any
                           other fiduciary under this Plan shall discharge their
                           duties with respect to this Plan solely in the
                           interests of Participants and their Beneficiaries and
                           with the care, skill, prudence and diligence under
                           the circumstances then prevailing that a prudent man
                           acting in like capacity and familiar with such
                           matters would use in the conduct of an enterprise of
                           a like character and with like aims. No fiduciary
                           shall cause the Plan to engage in any transaction
                           known as a "prohibited transaction" under ERISA.

         10.06             GENERAL UNDERTAKING OF ALL PARTIES
                           All parties to this Plan and all persons claiming any
                           interest whatsoever hereunder agree to perform any
                           and all acts and execute any and all documents and
                           papers which may be necessary or desirable for the
                           carrying out of this Plan and any of its provisions.

         10.07             AGREEMENT BINDS HEIRS, ETC.
                           This Plan shall be binding upon the heirs, executors,
                           administrators, successors and assigns, as those
                           terms shall apply to any and all parties hereto,
                           present and future.

         10.08             DETERMINATION OF TOP-HEAVY STATUS
                           A.       For any Plan Year beginning after December
                                    31, 1983, this Plan is a Top-Heavy Plan if
                                    any of the following conditions exist:

                                    1.  If the top-heavy ratio for this Plan
                                        exceeds 60% and this Plan is not part of
                                        any required aggregation group or
                                        permissive aggregation group of plans.
                                    2.  If this Plan is 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%.
                                    3.  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%.

                                    For purposes of this Section 10.08, the
                                    following terms shall have the meanings
                                    indicated below:

                           B.       Key Employee - Any Employee or former
                                    Employee (and the Beneficiaries of such
                                    Employee) who at any time during the
                                    determination period was an officer of the
                                    Employer if such individual's annual
                                    compensation exceeds 50% of the dollar
                                    limitation under Section 415(b)(1)(A) of the
                                    Code, an owner (or considered an owner under
                                    Section 318 of the Code) of one of the 10
                                    largest interests in the Employer if such
                                    individual's compensation exceeds 100% of
                                    the dollar limitation under Section
                                    415(c)(1)(A) of the Code, a 5% owner of the
                                    Employer, or a 1% owner of the Employer who
                                    has an annual compensation of more than
                                    $150,000. 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(e)(3),
                                    Section 402(h)(l)(B) 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.

                           C.       Top-heavy ratio

                                    1.  If the Employer maintains one or more
                                        defined contribution plans (including
                                        any simplified employee pension plan)
                                        and the Employer has not maintained any
                                        defined benefit plan which during the
                                        5-year period ending on the
                                        determination date(s) has or has bad
                                        accrued benefits, the top-heavy ratio
                                        for this Plan alone or for the required
                                        or permissive aggregation group as



                                       47
<PAGE>

                                        appropriate is a fraction, the numerator
                                        of which is the sum of the account
                                        balances of all Key Employees as of the
                                        determination date(s) (including any
                                        part of any account balance distributed
                                        in the 5-year period ending on the
                                        determination date(s)), and the
                                        denominator of which is the sum of all
                                        account balances (including any part of
                                        any account balance distributed in the
                                        5-year period ending on the
                                        determination date(s)), both computed in
                                        accordance with Section 416 of the Code
                                        and the regulations thereunder. Both the
                                        numerator and the denominator of the
                                        top-heavy ratio are increased to reflect
                                        any contribution not actually made as of
                                        the determination date, but which is
                                        required to be taken into account on
                                        that date under Section 416 of the Code
                                        and the regulations thereunder.

                                    2.  If the Employer maintains one or more
                                        defined contribution plans (including
                                        any simplified employee pension plan)
                                        and the Employer maintains or has
                                        maintained one or more defined benefit
                                        plans which during the 5-year period
                                        ending on the determination date(s) has
                                        or has had any accrued benefits, the
                                        top-heavy ratio for any required or
                                        permissive aggregation group as
                                        appropriate is a fraction, the numerator
                                        of which is the sum of account balances
                                        under the aggregated defined
                                        contribution plan or plans for all Key
                                        Employees, determined accordance with
                                        (1) above, and the resent value of
                                        accrued benefits under the aggregated
                                        defined benefit plan or plans for all
                                        Key Employees as of the determination
                                        date(s), and the denominator of which is
                                        the sum of the account balances under
                                        the aggregated defined contribution plan
                                        or plans for all Participants,
                                        determined in accordance with (1) above,
                                        and the present value of accrued
                                        benefits under the defined benefit plan
                                        or plans for all Participants as of the
                                        determination date(s), all determined
                                        accordance with Section 416 of the Code
                                        and the regulations thereunder. The
                                        accrued benefits under a defined plan in
                                        both the numerator and denominator of
                                        the top-heavy ratio are increased for
                                        any distribution of an accrued benefit
                                        made in the 5-year period ending on the
                                        determination date.

                                    3.  For purposes of (1) and (2) above, the
                                        value of account balances and the
                                        present value of accrued 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 balances and accrued
                                        benefits of a Participant (a) who is not
                                        a Key Employee but who was a Key
                                        Employee in a Prior Year, or (b) who has
                                        not been credited with at least one Hour
                                        of Service with any employer maintaining
                                        the plan at any time during the 5-year
                                        period ending on the determination date
                                        will be disregarded. The calculation of
                                        the top-heavy ratio, and the extent to
                                        which distributions, rollovers, and
                                        transfers are taken into account will be
                                        made in accordance with 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 (a) the method, if any,
                                        that uniformly applies for accrual
                                        purposes under all defined benefit plans
                                        maintained by the Employer, or (b) 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.

                                    4.  Permissive aggregation group: 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.

                                    5.  Required aggregation group: (a) Each
                                        qualified plan of the Employer in which
                                        at least one Key Employee participates
                                        or participated at any time during the
                                        determination period (regardless of
                                        whether the Plan has terminated), and
                                        (b) any other qualified plan of the
                                        Employer which enables a plan described
                                        in (a) to meet the requirements of
                                        sections 401(a)(4) and 410 of the Code.

                                    6.  Determination date: For any Plan Year
                                        subsequent to the first Plan Year, the
                                        last day of the preceding Plan Year. For
                                        the first Plan Year of the Plan, the
                                        last day of that year.

                                    7.  Valuation date: For purposes of
                                        calculating the top-heavy ratio, the
                                        valuation date shall be the last day of
                                        each Plan Year.

                                       48
<PAGE>

                                    8.  Present value: For purposes of
                                        establishing the "present value" of
                                        benefits under a defined benefit plan to
                                        compute the top-heavy ration, any
                                        benefit shall be discounted only for
                                        mortality and interest based on the
                                        interest rate and morality table
                                        specified for this purpose in the
                                        defined plan, unless otherwise indicated
                                        in the Adoption Agreement.

         10.09             SPECIAL LIMITATIONS FOR 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 Sections
                           401(a) and (d) of the Code for the employees of those
                           trades or businesses.

                           If the Plan provides contributions or benefits for
                           one or more Owner-Employees who control one or more
                           other trades or businesses, the employees of the
                           other trades or businesses must be included in a plan
                           which satisfies Sections 401(a) and (d) of the Code
                           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 trade
                           or business which is controlled must be as favorable
                           as those provided for him or her under the most
                           favorable plan of the trade or business which is not
                           controlled.

                           For purposes of the preceding 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% of either the capital interest or the
                                    profit 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.

         10.10             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.

                           Generally, a domestic relations order cannot be a
                           qualified domestic relations order until January 1,
                           1985. However, in the case of a domestic relations
                           order entered before such date, the Plan
                           Administrator:

                                    (1) shall treat such order as a qualified
                                        domestic relations order if such Plan
                                        Administrator is paying benefits
                                        pursuant to such order on such date, and

                                    (2) may treat any other such order entered
                                        before such date as a qualified domestic
                                        relations order even if such order does
                                        not meet the requirements of Section
                                        414(p) of the Code.

                           Notwithstanding any provision of the Plan to the
                           contrary, a distribution to an alternate payee under
                           a qualified domestic relations order shall be
                           permitted even if the participant affected by such
                           order is not otherwise entitled to a distribution and
                           even if such Participant has not attained earliest
                           retirement age as defined in Section 414(p) of the
                           Code.

         10.11             CANNOT ELIMINATE PROTECTED BENEFITS
                           Pursuant to Section 411(d)(6) of the code, and the
                           regulations thereunder, the Employer cannot reduce,
                           eliminate or make subject to Employer discretion any
                           Section 411(d)(6) protected benefit. Where this Plan
                           document is being adopted to amend another plan that
                           contains a protected benefit not provided for in this


                                       49
<PAGE>

                           document, the Employer may attach a supplement to the
                           Adoption Agreement that describes such protected
                           benefit which shall become part of the Plan.

SECTION ELEVEN             401(k) PROVISIONS

                           In addition to Sections 1 through 10, the provisions
                           of this Section 11 shall apply if the Employer has
                           established a 401(k) cash or deferred arrangement
                           (CODA) by completing and signing the appropriate
                           Adoption Agreement.

         11.100            DEFINITIONS
                           The following words and phrases when used in the Plan
                           with initial capital letters shall, for the purposes
                           of this Plan, have the meanings set forth below
                           unless the context indicates that other meanings are
                           intended.

         11.101            ACTUAL DEFERRAL PERCENTAGE (ADP)
                           Means, for a specified group of Participants for a
                           Plan year, the average of the ratios (calculated
                           separately for each Participant in such group) of (1)
                           the amount of Employer contributions actually paid
                           over to the Fund on behalf of such Participant for
                           the Plan year to (2) the participant's Compensation
                           for such Plan year (taking into account only that
                           Compensation paid to the Employee during the portion
                           of the Plan Year he or she was an eligible
                           Participant, unless otherwise indicated in the
                           Adoption Agreement). For purposes of calculating the
                           ADP, Employer contributions on behalf of any
                           Participant shall include: (1) any Elective Deferrals
                           made pursuant to the participant's deferral election,
                           (including Excess Elective Deferrals of Highly
                           Compensated Employees), but excluding (a) Excess
                           Elective Deferrals of Non-highly compensated
                           Employees that arise solely from Elective Deferrals
                           made under the Plan or plans of this Employer and (b)
                           Elective Deferrals that are taken into account in the
                           Contribution Percentage test (provided the ADP test
                           is satisfied both with and without exclusion of these
                           Elective Deferrals); and (2) at the election of the
                           Employer, Qualified Nonelective Contributions and
                           Qualified Matching Contributions. For purposes of
                           computing Actual Deferral Percentages, an Employee
                           who would be a Participant but for the failure to
                           make Elective Deferrals shall be treated as a
                           Participant on whose behalf no Elective Deferrals are
                           made.

         11.102            AGGREGATE LIMIT
                           Means the sum of (1) 125% of the greater of the ADP
                           of the Participants who are not Highly Compensated
                           Employees for the Plan Year or the ACP of the
                           Participants who are not Highly Compensated Employees
                           under the Plan subject to Code Section 401(m) for the
                           Plan Year beginning with or within the Plan Year of
                           the CODA; and (2) the lesser of 200% or two plus the
                           lesser of such ADP or ACP. "Lesser" is substituted
                           for "greater" in "(1)" above, and "greater" is
                           substituted for "lesser" after "two plus the" in
                           "(2)" if it would result in a larger Aggregate Limit.

         11.103            AVERAGE CONTRIBUTION PERCENTAGE (ACP)
                           Means the average of the Contribution Percentages of
                           the Eligible Participants in a group.

         11.104            CONTRIBUTING PARTICIPANT
                           Means a Participant who has enrolled as a
                           Contributing Participant pursuant to Section 11.201
                           and on whose behalf the Employer is contributing
                           Elective Deferrals to the Plan (or is making
                           Nondeductible Employee Contributions).

         11.105            CONTRIBUTION PERCENTAGE
                           Means the ratio (expressed as a percentage) of the
                           Participant's Contribution Percentage Amounts to the
                           Participant's Compensation for the Plan Year (taking
                           into account only the Compensation paid to the
                           Employee during the portion of the Plan Year he or
                           she was an eligible Participant, unless otherwise
                           indicated in the Adoption Agreement).

         11.106            CONTRIBUTION PERCENTAGE AMOUNTS
                           Means the sum of the Nondeductible Employee
                           Contributions, Matching Contributions, and Qualified
                           Matching Contributions made under the Plan on behalf
                           of the Participant for the Plan Year. Such
                           Contribution Percentage Amounts shall not include
                           Matching Contributions that are forfeited either to
                           correct Excess Aggregate Contributions or because the
                           contributions to which they relate are Excess
                           Deferrals, Excess Contributions, Excess Aggregate
                           Contributions or excess annual additions which are
                           distributed pursuant to Section 11.508. If so elected
                           in the Adoption Agreement, the Employer may include
                           Qualified Nonelective Contributions in the
                           Contribution Percentage Amount. The Employer also may
                           elect to use Elective Deferrals in the Contribution
                           Percentage Amounts so long as the ADP test is met
                           before the


                                       50
<PAGE>

                           Elective Deferrals are used in the ACP test and
                           continues to be met following the exclusion of those
                           Elective Deferrals that are used to meet the ACP
                           test.

         11.107            ELECTIVE DEFERRALS
                           Means any Employer Contributions made to the Plan at
                           the election of the Participant, in lieu of cash
                           compensation, and shall include contributions made
                           pursuant to a salary reduction agreement or other
                           deferral mechanism. With respect to any taxable year,
                           a Participant's Elective Deferral is the sum of all
                           Employer contributions made on behalf of such
                           Participant pursuant to an election to defer under
                           any qualified CODA as described in Section 401(k) of
                           the Code, any simplified employee pension cash or
                           deferred arrangement as described in Section
                           402(h)(1)(B), any eligible deferred compensation plan
                           under Section 457, any plan as described under
                           Section 501(c)(18), and any Employer contributions
                           made on the behalf of a Participant for the purchase
                           of an annuity contract under Section 403(b) pursuant
                           to a salary reduction agreement. Elective Deferrals
                           shall not include any deferrals properly distributed
                           as excess annual additions.

                           No Participant shall be permitted to have Elective
                           Deferrals made under this Plan, or any other
                           qualified plan maintained by the Employer, during any
                           taxable year, in excess of the dollar limitation
                           contained in Section 402(g) of the Code in effect at
                           the beginning of such taxable year.

                           Elective Deferrals may not be taken into account for
                           purposes of satisfying the minimum allocation
                           requirement applicable to Top-Heavy Plans described
                           in Section 3.01(E).

         11.108            ELIGIBLE PARTICIPANT
                           Means any Employee who is eligible to make a
                           Nondeductible Employee Contribution or an Elective
                           Deferral (if the Employer takes such contributions
                           into account in the calculation of the Contribution
                           Percentage), or to receive a Matching Contribution
                           (including Forfeitures thereof) or a Qualified
                           Matching Contribution.

                           If a Nondeductible Employee Contribution is required
                           as a condition of participation in the Plan, any
                           Employee who would be a Participant in the Plan if
                           such Employee made such a contribution shall be
                           treated as an Eligible Participant on behalf of whom
                           no Nondeductible Employee Contributions are made.

         11.109            EXCESS AGGREGATE CONTRIBUTIONS
                           Means, with respect to any Plan Year, the excess of:

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

                           B.       The maximum Contribution Percentage Amounts
                                    permitted by the ACP test (determined by
                                    reducing contribution made on behalf of
                                    Highly Compensated Employees in order of
                                    their Contribution Percentages beginning
                                    with the highest of such percentages).

                           Such determination shall be made after first
                           determining Excess Elective Deferrals pursuant to
                           Section 11.111 and then determining Excess
                           Contributions pursuant to Section 11.110.

         11.110            EXCESS CONTRIBUTIONS
                           Means, with respect to any Plan Year, the excess of:

                           A.       The aggregate amount of Employer
                                    Contributions actually taken into account in
                                    computing the ADP of Highly Compensated
                                    Employees for such Plan Year, over

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

         11.111            EXCESS ELECTIVE DEFERRALS
                           Means those Elective Deferrals that are includible in
                           a Participant's gross income under Section 402(g) of
                           the Code to the extent such Participant's Elective
                           Deferrals for a taxable year exceed the dollar
                           limitation under such Code section. Excess Elective
                           Deferrals shall be treated as annual additions under
                           the Plan,


                                       51
<PAGE>

                           unless such amounts are distributed no later than the
                           first April 15 following the close of the
                           Participant's taxable year.

         11.112            MATCHING CONTRIBUTION
                           Means an Employer Contribution made to this or any
                           other defined contribution plan on behalf of a
                           Participant on account of an Elective Deferral or a
                           Nondeductible Employee Contribution made by such
                           Participant under a plan maintained by the Employer.

                           Matching Contributions may not be taken into account
                           for purposes of satisfying the minimum allocation
                           requirement applicable to Top-Heavy Plans described
                           in Section 3.01(E).

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

                           Qualified Nonelective Contribution may be taken into
                           account for purposes of satisfying the minimum
                           allocation requirement applicable to Top-Heavy Plans
                           described in Section 3.01(E).

         11.114            QUALIFIED MATCHING CONTRIBUTIONS
                           Means Matching Contributions which are subject to the
                           distribution and nonforfeitability requirements under
                           Section 401(k) of the Code when made.

         11.115            QUALIFYING CONTRIBUTING PARTICIPANT
                           Means a Contributing Participant who satisfies the
                           requirements described in Section 11.302 to be
                           entitled to receive a Matching Contribution (and
                           Forfeitures, if applicable) for a Plan Year.

         11.200            CONTRIBUTING PARTICIPANT
         11.201            REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT
                           A.       Each Employee who satisfies the eligibility
                                    requirements specified in the Adoption
                                    Agreement may enroll as a Contributing
                                    Participant as of any subsequent Entry Date
                                    (or earlier if required by Section 2.03)
                                    specified in the Adoption Agreement for this
                                    purpose. A Participant who wishes to enroll
                                    as a Contributing Participant must complete,
                                    sign and file a salary reduction agreement
                                    (or agreement to make Nondeductible Employee
                                    Contributions) with the Plan Administrator.

                           B.       Notwithstanding the times set forth in
                                    Section 11.201(A) as of which a Participant
                                    may enroll as a Contributing Participant,
                                    the Plan Administrator shall have the
                                    authority to designate, in a
                                    nondiscriminatory manner, additional
                                    enrollment times during the 12 month period
                                    beginning on the Effective Date (or the date
                                    that Elective Deferrals may commence, if
                                    later) in order that an orderly first
                                    enrollment might be completed. In addition,
                                    if the Employer has indicated in the
                                    Adoption Agreement that Elective Deferrals
                                    may be based on bonuses, then Participants
                                    shall be afforded a reasonable period of
                                    time prior to the issuance of such bonuses
                                    to elect to defer them into the Plan.

         11.202            CHANGING ELECTIVE DEFERRAL AMOUNTS
                           A Contributing Participant may modify his or her
                           salary reduction agreement (or agreement to make
                           Nondeductible Employee Contributions) to increase or
                           decrease (within the limits placed on Elective
                           Deferrals (or Nondeductible Employee Contributions)
                           in the Adoption Agreement) the amount of his or her
                           Compensation deferred into the Plan. Such
                           modification may only be made as of the dates
                           specified in the Adoption Agreement for this purpose,
                           or as of any other more frequent date(s) if the Plan
                           Administrator permits in a uniform and
                           nondiscriminatory manner. A Contributing Participant
                           who desires to make such a modification shall
                           complete, sign and file a new salary reduction
                           agreement (or agreement to make Nondeductible
                           Employee Contribution) with the Plan Administrator.
                           The Plan Administrator may prescribe such uniform and
                           nondiscriminatory rules it deems appropriate to carry
                           out the terms of this Section.

         11.203            CEASING ELECTIVE DEFERRALS
                           A Participant may cease Elective Deferrals (or
                           Nondeductible Employee Contributions) and thus
                           withdraw as a Contributing Participant as of the
                           dates specified in the Adoption Agreement for this
                           purpose (or as of


                                       52
<PAGE>

                           any other date if the Plan Administrator so permits
                           in a uniform and nondiscriminatory manner) by
                           revoking the authorization to the Employer to make
                           Elective Deferrals (or Nondeductible Employee
                           Contributions) on his or her behalf. A Participant
                           who desires to withdraw as a Contributing Participant
                           shall give written notice of withdrawal to the Plan
                           Administrator at least thirty days (or such lesser
                           period of days as the Plan Administrator shall permit
                           in a uniform and nondiscriminatory manner) before the
                           effective date of withdrawal. A Participant shall
                           cease to be a Contributing Participant upon his or
                           her Termination of Employment, or an account of
                           termination of the Plan.

         11.204            RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING
                           ELECTIVE DEFERRALS
                           A Participant who has withdrawn as a Contributing
                           Participant under Section 11.203 (or because the
                           Participant has taken a hardship withdrawal pursuant
                           to Section 11.503) may not again become a
                           Contributing Participant until the dates set forth in
                           the Adoption Agreement for this purpose, unless the
                           Plan Administrator, in a uniform and
                           nondiscriminatory manner, permits withdrawing
                           Participants to resume their status as Contributing
                           Participants sooner.

         11.205            CERTAIN ONE-TIME IRREVOCABLE ELECTIONS
                           This Section 11.205 applies where the Employer has
                           indicated in the Adoption Agreement that an Employee
                           may make a one-time irrevocable election to have the
                           Employer make contributions to the Plan on such
                           Employee's behalf. In such event, an Employee may
                           elect, upon the Employee's first becoming eligible to
                           participate in the Plan, to have contributions equal
                           to a specified amount or percentage of the Employee's
                           Compensation (including no amount of Compensation)
                           made by the Employer on the Employee's behalf to the
                           Plan (and to any other plan of the Employer) for the
                           duration of the Employee's employment with the
                           Employer. Any contributions made pursuant to a
                           one-time irrevocable election described in this
                           Section are not treated as made pursuant to a cash or
                           deferred election, are not Elective Deferrals and are
                           not includible in an Employee's gross income.

                           The Plan Administrator shall establish such uniform
                           and nondiscriminatory procedures as it deems
                           necessary or advisable to administer this provision.

         11.300            CONTRIBUTIONS

         11.301            CONTRIBUTIONS BY EMPLOYER
                           The Employer shall make contributions to the Plan in
                           accordance with the contribution formulas specified
                           in the Adoption Agreement.

         11.302            MATCHING CONTRIBUTIONS
                           The Employer may elect to make Matching Contributions
                           under the Plan on behalf of Qualifying Contributing
                           Participants as provided in the Adoption Agreement.
                           To be a Qualifying Contributing Participant for a
                           Plan Year, the Participant must make Elective
                           Deferrals (or Nondeductible Employee Contributions,
                           if the Employer has agreed to match such
                           contributions) for the Plan Year, satisfy any age and
                           Years of Eligibility Service requirements that are
                           specified for Matching Contributions in the Adoption
                           Agreement and also satisfy any additional conditions
                           set forth in the Adoption Agreement for this purpose.
                           In a uniform and nondiscriminatory manner, the
                           Employer may make Matching Contributions at the same
                           time as it contributes Elective Deferrals or at any
                           other time as permitted by laws and regulations.

         11.303            QUALIFIED NONELECTIVE CONTRIBUTIONS
                           The Employer may elect to make Qualified Nonelective
                           Contributions under the Plan on behalf of
                           Participants as provided in the Adoption Agreement.

                           In addition, in lieu of distributing Excess
                           Contributions as provided in Section 11.505 of the
                           Plan, or Excess Aggregate Contributions as provided
                           in Section 11.506 of the Plan, and to the extent
                           elected by the Employer in the Adoption Agreement,
                           the Employer may make Qualified Nonelective
                           Contributions on behalf of Participants who are not
                           Highly Compensated Employees that are sufficient to
                           satisfy either the Actual Deferral Percentage test or
                           the Average Contribution Percentage test, or both,
                           pursuant to regulations under the Code.

         11.304            QUALIFIED MATCHING CONTRIBUTIONS
                           The Employer may elect to make Qualified Matching
                           Contributions under the Plan on behalf of
                           Participants as provided in the Adoption Agreement.


                                       53
<PAGE>

         11.305            NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
                           Notwithstanding Section 3.02, if the Employer so
                           allows in the Adoption Agreement, a Participant may
                           contribute Nondeductible Employee Contributions to
                           the Plan.

                           If the Employer has indicated in the Adoption
                           Agreement that Nondeductible Employee Contributions
                           will be mandatory, then the Employer shall establish
                           uniform and nondiscriminatory rules and procedures
                           for Nondeductible Employee Contributions as it deems
                           necessary and advisable including, but not limited
                           to, rules describing in amounts or percentages of
                           Compensation Participants may or must contribute to
                           the Plan.

                           A separate account will be maintained by the Plan
                           Administrator for the Nondeductible Employee
                           Contributions for each Participant.

                           A Participant may, upon a written request submitted
                           to the Plan Administrator, withdraw the lesser of the
                           portion of his or her Individual Account attributable
                           to his or her Nondeductible Employee Contributions or
                           the amount he or she contributed as Nondeductible
                           Employee Contributions.

                           Nondeductible Employee Contributions and earnings
                           thereon will be nonforfeitable at all times. No
                           Forfeiture will occur solely as a result of an
                           Employees withdrawal of Nondeductible Employee
                           Contributions.

         11.400            NONDISCRIMINATION TESTING

         11.401            ACTUAL DEFERRAL PERCENTAGE TEST (ADP)

                           A.       LIMITS ON HIGHLY COMPENSATED EMPLOYEES - The
                                    Actual Deferral Percentage (hereinafter
                                    "ADP") for Participants who are Highly
                                    Compensated Employees for each Plan Year and
                                    the ADP for Participants who are not Highly
                                    Compensated Employees for the same Plan Year
                                    must satisfy one of the following tests:

                                    1.  The ADP for Participants who are Highly
                                        Compensated Employees for the Plan Year
                                        shall not exceed the ADP for
                                        Participants who are not Highly
                                        Compensated Employees for the same Plan
                                        Year multiplied by 1.25; or

                                    2.  The ADP for Participants who are Highly
                                        Compensated Employees for the Plan Year
                                        shall not exceed the ADP for
                                        Participants who are not Highly
                                        Compensated Employees for the same Plan
                                        Year multiplied by 2.0 provided that the
                                        ADP for Participants who are Highly
                                        Compensated Employees does not exceed
                                        the ADP for Participants who are not
                                        Highly Compensated Employees by more
                                        than 2 percentage points.

                           B.       SPECIAL RULES

                                    1.  The ADP for any Participant who is a
                                        Highly Compensated Employee for the Plan
                                        Year and who is eligible to have
                                        Elective Deferrals (and Qualified
                                        Nonelective Contributions or Qualified
                                        Matching Contributions, or both, if
                                        treated as Elective Deferrals for
                                        purposes of the ADP test) allocated to
                                        his or her Individual Accounts under two
                                        or more arrangements described in
                                        Section 401(k) of the Code, that are
                                        maintained by the Employer, shall be
                                        determined as if such Elective Deferrals
                                        (and, if applicable, such Qualified
                                        Nonelective Contributions or Qualified
                                        Matching Contributions, or both) were
                                        made under a single arrangement. If a
                                        Highly Compensated Employee participates
                                        in two or more cash or deferred
                                        arrangements that have different Plan
                                        Years, all cash or deferred arrangements
                                        ending with or within the same calendar
                                        year shall be treated as a single
                                        arrangement. Notwithstanding the
                                        foregoing, certain plans shall be
                                        treated as separate if mandatorily
                                        disaggregated under regulations under
                                        Section 401(k) of the Code.

                                    2.  In the event that this Plan satisfies
                                        the requirements of Sections 401(k),
                                        401(a)(4), or 410(b) of the Code only if
                                        aggregated with one or more other plans,
                                        or if one or more other plans satisfy
                                        the requirements of such sections of the
                                        Code only if aggregated with this Plan,
                                        then this Section 11.401 shall be
                                        applied by determining the ADP of
                                        Employees as if all such plans were a
                                        single plan. For Plan Years beginning
                                        after December 31, 1989, plans may be



                                       54
<PAGE>

                                        aggregated in order to satisfy Section
                                        401(k) of the Code only if they have the
                                        same Plan Year.

                                    3.  For purposes of determining the ADP of a
                                        Participant who is a 5% owner or one of
                                        the 10 most highly paid Highly
                                        Compensated Employees, the Elective
                                        Deferrals (and Qualified Nonelective
                                        Contributions or Qualified Matching
                                        Contributions, or both, if treated as
                                        Elective Deferrals for purposes of the
                                        ADP test) and Compensation of such
                                        Participant shall include the Elective
                                        Deferrals (and, if applicable, Qualified
                                        Nonelective Contributions and Qualified
                                        Matching Contributions, or both) and
                                        Compensation for the Plan Year of family
                                        members (as defined in Section 414(q)(6)
                                        of the Code). Family members, with
                                        respect to such Highly Compensated
                                        Employees, shall be disregarded as
                                        separate Employees in determining the
                                        ADP both for Participants who are not
                                        Highly Compensated Employees and for
                                        Participants who are Highly Compensated
                                        Employees.

                                    4.  For purposes of determining the ADP
                                        test, Elective Deferrals, Qualified
                                        Nonelective Contributions and Qualified
                                        Matching Contributions must be made
                                        before the last day of the 12 month
                                        period immediately following the Plan
                                        Year to which contributions relate.

                                    5.  The Employer shall maintain records
                                        sufficient to demonstrate satisfaction
                                        of the ADP test and the amount of
                                        Qualified Nonelective Contributions or
                                        Qualified Matching Contributions, or
                                        both, used in such test.

                                    6.  The determination and treatment of the
                                        ADP amounts of any Participant shall
                                        satisfy such other requirements as may
                                        be prescribed by the Secretary of the
                                        Treasury.

                                    7.  If the Employer elects to take Qualified
                                        Matching Contributions into account as
                                        Elective Deferrals for purposes of the
                                        ADP test, then (subject to such other
                                        requirements as may be prescribed by the
                                        Secretary of the Treasury) unless
                                        otherwise indicated in the Adoption
                                        Agreement, only the amount of such
                                        Qualified Matching Contributions that
                                        are needed to meet the ADP test shall be
                                        taken into account.

                                    8.  In the event that the Plan Administrator
                                        determines that it is not likely that
                                        the ADP test will be satisfied for a
                                        particular Plan Year unless certain
                                        steps are taken prior to the end of such
                                        Plan Year, the Plan Administrator may
                                        require Contributing Participants who
                                        are Highly Compensated Employees to
                                        reduce their Elective Deferrals for such
                                        Plan Year in order to satisfy that
                                        requirement. Said reduction shall also
                                        be required by the Plan Administrator in
                                        the event that the Plan Administrator
                                        anticipates that the Employer will not
                                        be able to deduct all Employer
                                        Contributions from its income for
                                        Federal income tax purposes.

         11.402            LIMITS ON NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS AND
                           MATCHING CONTRIBUTIONS

                           A.       LIMITS ON HIGHLY COMPENSATED EMPLOYEES - The
                                    Average Contribution Percentage (hereinafter
                                    "ACP") for Participants who are Highly
                                    Compensated Employees for each Plan Year and
                                    the ACP for Participants who are not Highly
                                    Compensated Employees for the same Plan Year
                                    must satisfy one of the following tests:

                                    1.  The ACP for Participants who are Highly
                                        Compensated Employees for the Plan Year
                                        shall not exceed the ACP for
                                        Participants who are not Highly
                                        Compensated Employees for the same Plan
                                        Year multiplied by 1.25; or

                                    2.  The ACP for Participants who are Highly
                                        Compensated Employees for the Plan Year
                                        shall not exceed the ACP for
                                        Participants who are not Highly
                                        Compensated Employees for the same Plan
                                        Year multiplied by 2, provided that the
                                        ACP for the Participants who are Highly
                                        Compensated Employees does not exceed
                                        the ACP for Participants who are not
                                        Highly Compensated Employees by more
                                        than 2 percentage points.

                           B.       SPECIAL RULES

                                    1.  Multiple Use - If one or more Highly
                                        Compensated Employees participate in
                                        both a CODA and a plan subject to the
                                        ACP test maintained by the Employer and
                                        the sum of the ADP and


                                       55
<PAGE>

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

                                    2.  For purposes of this Section 11.402, the
                                        Contribution Percentage for any
                                        Participant who is a Highly Compensated
                                        Employee and who is eligible to have
                                        Contribution Percentage Amounts
                                        allocated to his or her Individual
                                        Account under two or more plans
                                        described in Section 401(a) of the Code,
                                        or arrangements described in Section
                                        401(k) of the Code that are maintained
                                        by the Employer, shall be determined as
                                        if the total of such Contribution
                                        Percentage Amounts was made under each
                                        plan. If a Highly Compensated Employee
                                        participates in two or more cash or
                                        deferred arrangements that have
                                        different plan years, all cash or
                                        deferred arrangements ending with or
                                        within the same calendar year shall be
                                        treated as a single arrangement.
                                        Notwithstanding the foregoing, certain
                                        plans shall be treated as separate if
                                        mandatorily disaggregated under
                                        regulations under Section 401(m) of the
                                        Code.

                                    3.  In the event that this Plan satisfies
                                        the requirements of Sections 401(m),
                                        401(a)(4) or 410(b) of the Code only if
                                        aggregated with one or more other plans,
                                        or if one or more other plans satisfy
                                        the requirements of such Sections of the
                                        Code only if aggregated with this Plan,
                                        then this Section shall be applied by
                                        determining the Contribution Percentage
                                        of Employees as if all such plans were a
                                        single plan. For Plan Years beginning
                                        after December 31, 1989, plans may be
                                        aggregated in order to satisfy Section
                                        401(m) of the Code only if they have the
                                        same Plan Year.

                                    4.  For purposes of determining the
                                        Contribution Percentage of a Participant
                                        who is a 5% owner or one of the 10 most
                                        highly paid Highly Compensated
                                        Employees, the Contribution Percentage
                                        Amounts and Compensation of such
                                        Participant shall include the
                                        Contribution Percentage Amounts and
                                        Compensation for the Plan Year of family
                                        members, (as defined in Section
                                        414(q)(6) of the Code). Family members,
                                        with respect to Highly Compensated
                                        Employees, shall be disregarded as
                                        separate Employees in determining the
                                        Contribution Percentage both for
                                        Participants who are not Highly
                                        Compensated Employees and for
                                        Participants who are Highly Compensated
                                        Employees.

                                    5.  For purposes of determining the
                                        Contribution Percentage test,
                                        Nondeductible Employee Contributions are
                                        considered to have been made in the Plan
                                        Year in which contributed to the Fund.
                                        Matching Contributions and Qualified
                                        Nonelective Contributions will be
                                        considered made for a Plan Year if made
                                        no later than the end of the 12 month
                                        period beginning on the day after the
                                        close of the Plan Year.

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

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

                                    8.  If the Employer elects to take Qualified
                                        Nonelective Contributions into account
                                        as Contribution Percentage Amounts for
                                        purposes of the ACP test, then (subject
                                        to such other requirements as may be
                                        prescribed by the Secretary of the
                                        Treasury) unless otherwise indicated in
                                        the Adoption Agreement, only the amount
                                        of such Qualified Nonelective
                                        Contributions that are needed to meet
                                        the ACP test shall be taken into
                                        account.

                                    9.  If the Employer elects to take Elective
                                        Deferrals into account as Contribution
                                        Percentage Amounts for purposes of the
                                        ACP test, then (subject to such other
                                        requirements as may be


                                       56
<PAGE>

                                        prescribed, by the Secretary of the
                                        Treasury) unless otherwise indicated in
                                        the Adoption Agreement, only the amount
                                        of such Elective Deferrals that are
                                        needed to meet the ACP test shall be
                                        taken into account.

         11.500            DISTRIBUTION PROVISIONS

         11.501            GENERAL RULE
                           Distributions from the Plan are subject to the
                           provisions of Section 6 and the provisions of this
                           Section 11. In the event of a conflict between the
                           provisions of Section 6 and Section 11, the
                           provisions of Section 11 shall control.

         11.502            DISTRIBUTION REQUIREMENTS
                           Elective Deferrals, Qualified Nonelective
                           Contributions, and Qualified Matching Contributions,
                           and income allocable to each are not distributable to
                           a Participant or his or her Beneficiary or
                           Beneficiaries, in accordance with such Participant's
                           or Beneficiary or Beneficiaries' election, earlier
                           than upon separation from service, death or
                           disability.

                           Such amounts may also be distributed upon

                           A.       Termination of the Plan without the
                                    establishment of another defined
                                    contribution plan, other than an employee
                                    stock ownership plan (as defined in Section
                                    4975(e) or Section 409 of the Code) or a
                                    simplified employee pension plan as defined
                                    in Section 408(k).

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

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

                           D.       The attainment of age 59 1/2 in the case of
                                    a profit sharing plan.

                           E.       If the Employer has so elected in the
                                    Adoption Agreement, the hardship of the
                                    Participant as described in Section 11.503.

                                    All distributions that may be made pursuant
                                    to one or more of the foregoing
                                    distributable events are subject to the
                                    spousal and Participant consent requirements
                                    (if applicable) contained in Section
                                    401(a)(11) and 417 of the Code. In addition,
                                    distributions after March 31, 1988, that are
                                    triggered by any of the first three events
                                    enumerated above must be made in a lump sum.

         11.503            HARDSHIP DISTRIBUTION
                           A.       GENERAL - If the Employer has so elected in
                                    the Adoption Agreement, distribution of
                                    Elective Deferrals (and any earnings
                                    credited to a Participant's account as of
                                    the end of the last Plan Year, ending before
                                    July 1, 1989) may be made to a Participant
                                    in the event of hardship. For the purposes
                                    of this Section, hardship is defined as an
                                    immediate and heavy financial need of the
                                    Employee where such Employee lacks other
                                    available resources. Hardship distributions
                                    are subject to the spousal consent
                                    requirements contained in Sections
                                    401(a)(11) and 417 of the Code.

                           B.       SPECIAL RULES

                                    1.  The following are the only financial
                                        needs considered immediate and heavy:
                                        expenses incurred or necessary for
                                        medical care, described in Section
                                        213(d) of the Code, of the Employee, the
                                        Employee's spouse or dependents; the
                                        purchase (excluding mortgage payments)
                                        of a principal residence for the
                                        Employee; payment of tuition and related
                                        educational fees for the next 12 months
                                        of post-secondary education for the
                                        Employee, the Employee's spouse,
                                        children or dependents; or the need to
                                        prevent the eviction of the Employee
                                        from, or a foreclosure on the mortgage
                                        of, the Employee's principal residence.


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<PAGE>

                                    2.  A distribution will be considered as
                                        necessary to satisfy an immediate and
                                        heavy financial need of the Employee
                                        only if:

                                        a.  The Employee has obtained all
                                            distributions, other than hardship
                                            distributions, and all nontaxable
                                            loans under all plans maintained by
                                            the Employer;

                                        b.  All plans maintained by the Employer
                                            provide that the Employee's Elective
                                            Deferrals (and Nondeductible
                                            Employee Contributions) will be
                                            suspended for 12 months after the
                                            receipt of the hardship
                                            distribution;

                                        c.  The distribution is not in excess of
                                            the amount of an immediate and heavy
                                            financial need (including amounts
                                            necessary to pay any Federal, state
                                            or local income taxes or penalties
                                            reasonably anticipated to result
                                            from the distribution); and

                                        d.  All plans maintained by the Employer
                                            provide that the Employee may not
                                            make Elective Deferrals for the
                                            Employee's taxable year immediately
                                            following the taxable year of the
                                            hardship distribution in excess of
                                            the applicable limit under Section
                                            402(g) of the Code for such taxable
                                            year less the amount of such
                                            Employee's Elective Deferrals for
                                            the taxable year of the hardship
                                            distribution.

         11.504            DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

                           A.       GENERAL RULE - A Participant may assign to
                                    this Plan any Excess Elective Deferrals made
                                    during a taxable year of the Participant by
                                    notifying the Plan Administrator on or
                                    before the date specified in the Adoption
                                    Agreement of the amount of the Excess
                                    Elective Deferrals to be assigned to the
                                    Plan. A Participant is deemed to notify the
                                    Plan Administrator of any Excess Elective
                                    Deferrals that arise by taking into account
                                    only those Elective Deferrals made to this
                                    Plan and any other plans of the Employer.

                                    Notwithstanding any other provision of the
                                    Plan, Excess Elective Deferrals, plus any
                                    income and minus any loss allocable thereto,
                                    shall be distributed no later than April 15
                                    to any Participant to whose Individual
                                    Account Excess Elective Deferrals were
                                    assigned for the preceding year and who
                                    claims Excess Elective Deferrals for such
                                    taxable year.

                           B.       DETERMINATION OF INCOME OR LOSS - Excess
                                    Elective Deferrals shall be adjusted for any
                                    income or loss up to the date of
                                    distribution. The income of loss allocable
                                    to Excess Elective Deferrals is the sum of:
                                    (1) income or loss allocable to the
                                    Participant's Elective Deferral account for
                                    the taxable year multiplied by a fraction,
                                    the numerator of which is such Participant's
                                    Elective Deferrals for the year and the
                                    denominator is the Participant's Individual
                                    Account balance attributable to Elective
                                    Deferrals without regard to any income or
                                    loss occurring during such taxable year; and
                                    (2) 10% of the amount determined under (1)
                                    multiplied by the number of whole calendar
                                    months between the end of the Participant's
                                    taxable year and the date of distribution,
                                    counting the month of distribution if
                                    distribution occurs after the 15th of such
                                    month. Notwithstanding the preceding
                                    sentence, the Plan Administrator may compute
                                    the income or loss allocable to Excess
                                    Elective Deferrals in the manner described
                                    in Section 4 (i.e., the usual manner used by
                                    the Plan for allocating income or loss to
                                    Participants' Individual Accounts), provided
                                    such method is used consistently for all
                                    Participants and for all corrective
                                    distributions under the Plan for the Plan
                                    Year.

         11.505            DISTRIBUTION OF EXCESS CONTRIBUTIONS

                           A.       GENERAL RULE - Notwithstanding any other
                                    provision of this Plan, Excess
                                    Contributions, plus any income and minus any
                                    loss allocable thereto, shall be distributed
                                    no later than the last day of each Plan Year
                                    to Participants to whose Individual Accounts
                                    such Excess Contributions were allocated for
                                    the preceding Plan Year. If such excess
                                    amounts are distributed more than 2 1/2
                                    months after the last day of the Plan Year
                                    in which such excess amounts arose, a 10%
                                    excise tax will be imposed on the Employer
                                    maintaining the Plan with respect to such
                                    amounts. Such distributions shall be made to
                                    Highly Compensated Employees on the basis of
                                    the respective portions of the Excess
                                    Contributions attributable to each of such
                                    Employees. Excess Contributions of
                                    Participants who are subject to the family
                                    member aggregation rules shall be allocated
                                    among the


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<PAGE>

                                    family members in proportion to the Elective
                                    Deferrals (and amounts treated as Elective
                                    Deferrals) of each family member that is
                                    combined to determine the combined ADP.

                                    Excess Contributions (including the amounts
                                    recharacterized) shall be treated as annual
                                    additions under the Plan.

                           B.       DETERMINATION OF INCOME OR LOSS - Excess
                                    Contributions shall be adjusted for any
                                    income or loss up to the date of
                                    distribution. The income or loss allocable
                                    to Excess Contributions is the sum of: (1)
                                    income or loss allocable to Participant's
                                    Elective Deferral account (and, if
                                    applicable, the Qualified Nonelective
                                    Contribution account or the Qualified
                                    Matching Contributions account or both) for
                                    the Plan Year multiplied by a fraction, the
                                    numerator of which is such Participant's
                                    Excess Contributions for the year and the
                                    denominator is the Participant's Individual
                                    Account balance attributable to Elective
                                    Deferrals (and Qualified Nonelective
                                    Contributions or Qualified Matching
                                    Contributions, or both, if any of such
                                    contributions are included in the ADP test)
                                    without regard to any income or loss
                                    occurring during such Plan Year; and (2) 10%
                                    of the amount determined under (1)
                                    multiplied by the number of whole calendar
                                    months between the end of the Plan Year and
                                    the date of distribution, counting the month
                                    of distribution if distribution occurs after
                                    the 15th of such month. Notwithstanding the
                                    preceding sentence, the Plan Administrator
                                    may compute the income or loss allocable to
                                    Excess Contributions in the manner described
                                    in Section 4 (i.e., the usual manner used by
                                    the Plan for allocating income or loss to
                                    Participants' Individual Accounts), provided
                                    such method is used consistently for all
                                    Participants and for all corrective
                                    distributions under the Plan for the Plan
                                    Year.

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

         11.506            DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

                           A.       GENERAL RULE - Notwithstanding any other
                                    provision of this Plan, Excess Aggregate
                                    Contributions, plus any income and minus any
                                    loss allocable thereto, shall be forfeited,
                                    if forfeitable, or if not forfeitable,
                                    distributed no later than the last day of
                                    each Plan Year to Participants to whose
                                    accounts such Excess Aggregate Contributions
                                    were allocated for the preceding Plan Year.
                                    Excess Aggregate Contributions of
                                    Participants who are subject to the family
                                    member aggregation roles shall be allocated
                                    among the family members in proportion to
                                    the Employee and Matching Contributions (or
                                    amounts treated as Matching Contributions)
                                    of each family member that is combined to
                                    determine the combined ACP. If such Excess
                                    Aggregate Contributions are distributed more
                                    than 2 1/2 months after the last day of the
                                    Plan Year in which such excess amounts
                                    arose, a 10% excise tax will be imposed on
                                    the Employer maintaining the Plan with
                                    respect to those amounts.

                                    Excess Aggregate Contributions shall be
                                    treated as annual additions under the Plan.

                           B.       DETERMINATION OF INCOME OR LOSS - Excess
                                    Aggregate Contributions shall be adjusted
                                    for any income or loss up to the date of
                                    distribution. The income or loss allocable
                                    to Excess Aggregate Contributions is the sum
                                    of: (1) income or loss allocable to the
                                    Participant's Nondeductible Employee
                                    Contribution account, Matching Contribution
                                    account (if any, and if all amounts therein
                                    are not used in the ADP test) and, if
                                    applicable, Qualified Nonelective
                                    Contribution account and Elective Deferral
                                    account for the Plan Year multiplied by a
                                    fraction, the numerator of which is such
                                    Participant's Excess Aggregate Contributions
                                    for the year and the denominator is the
                                    Participant's Individual Account balance(s)
                                    attributable to Contribution Percentage
                                    Amounts without regard to any income or loss
                                    occurring during such Plan Year; and (2)10%
                                    of the amount determined under (1)
                                    multiplied by the number of whole calendar
                                    months between the end of the Plan Year and
                                    the date of distribution, counting the month
                                    of distribution if distribution occurs after
                                    the 15th of such month. Notwithstanding the
                                    preceding sentence, the Plan Administrator
                                    may compute the income or loss allocable to
                                    Excess Aggregate Contributions in the manner
                                    described in Section 4 (i.e., the usual
                                    manner used by the Plan for allocating
                                    income or loss to


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<PAGE>

                                    Participants' Individual Accounts), provided
                                    such method is used consistently for all
                                    Participants and for all corrective
                                    distributions under the Plan for the Plan
                                    Year.

                           C.       FORFEITURES OF EXCESS AGGREGATE
                                    CONTRIBUTIONS - Forfeitures of Excess
                                    Aggregate Contributions may either be
                                    reallocated to the accounts of Contributing
                                    Participants who are not Highly Compensated
                                    Employees or applied to reduce Employer
                                    Contributions, as elected by the Employer in
                                    the Adoption Agreement.

                           D.       ACCOUNTING FOR EXCESS AGGREGATE
                                    CONTRIBUTIONS - Excess Aggregate
                                    Contributions shall be forfeited, if
                                    forfeitable or distributed on a pro rata
                                    basis from the Participant's Nondeductible
                                    Employee Contribution account, Matching
                                    Contribution account, and Qualified Matching
                                    Contribution account (and, if applicable,
                                    the Participant's Qualified Nonelective
                                    Contribution account or Elective Deferral
                                    account, or both).

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

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

         11.508            DISTRIBUTION OF ELECTIVE DEFERRALS IF EXCESS ANNUAL
                           ADDITIONS
                           Notwithstanding any other provision of the Plan, a
                           Participant's Elective Deferrals shall be distributed
                           to him or her to the extent that the distribution
                           will reduce an excess annual addition (as that term
                           is described in Section 3.05 of the Plan).

         11.600            VESTING

         11.601            100% VESTING ON CERTAIN CONTRIBUTIONS
                           The Participant's accrued benefit derived from
                           Elective Deferrals, Qualified Nonelective
                           Contributions, Nondeductible Employee Contributions,
                           and Qualified Matching Contributions is
                           nonforfeitable. Separate accounts for Elective
                           Deferrals, Qualified Nonelective Contributions,
                           Nondeductible Employee Contributions, Matching
                           Contributions, and Qualified Matching Contributions
                           will be maintained for each Participant. Each account
                           will be credited with the applicable contributions
                           and earnings thereon.

         11.602            FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS
                           Matching Contributions shall be Vested in accordance
                           with the vesting schedule for Matching Contributions
                           in the Adoption Agreement. In any event, Matching
                           Contributions shall be fully Vested at Normal
                           Retirement Age, upon the complete or partial
                           termination of the profit sharing plan, or upon the
                           complete discontinuance of Employer Contribution.
                           Notwithstanding any other provisions of the Plan,
                           Matching Contributions or Qualified Matching
                           Contributions must be forfeited if the contributions
                           to which they relate are Excess Elective Deferrals,
                           Excess Contributions, Excess Aggregate Contributions
                           or excess annual additions which are distributed
                           pursuant to Section 11.508. Such Forfeitures shall be
                           allocated in accordance with Section 3.01(C).

                           When a Participant incurs a Termination of
                           Employment, whether a Forfeiture arises with respect
                           to Matching Contributions shall be determined in
                           accordance with Section 6.01(D).






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