<PAGE>
                                                                     EXHIBIT 4.9


                       SCI 401(k) RETIREMENT SAVINGS PLAN

                             AS AMENDED AND RESTATED

<PAGE>

















                       SCI 401(k) RETIREMENT SAVINGS PLAN

                            AS AMENDED AND RESTATED

                            (EFFECTIVE JULY 1, 2000)
<PAGE>

                       SCI 401(k) RETIREMENT SAVINGS PLAN


                             AS AMENDED AND RESTATED
                            (EFFECTIVE JULY 1, 2000)

         WHEREAS, the Company previously adopted and maintains the SCI 401(k)
Retirement Savings Plan (the "Plan"); and

         WHEREAS, the Company reserved the right to amend the Plan at any time;
and

         WHEREAS, it has been determined that the Plan should be completely
amended, restated and continued under the form of the Plan hereinafter set
forth, without a gap or lapse in coverage, time or effect, in order to ensure
that the Plan continues to meet the requirements for qualification and exemption
under applicable provisions of the Internal Revenue Code of 1986 as amended (the
"Code") and to comply with applicable provisions of the Employee Retirement
Income Security Act of 1974 as amended ("ERISA") following amendment of the Code
and ERISA by the Uruguay Round Agreements Act of 1994, as amended, the Uniformed
Services Employment and Reemployment Rights Act of 1994, as amended, the Small
Business Job Protection Act of 1996 as amended, the Taxpayer Relief Act of 1997,
as amended, the Internal Revenue Service Restructuring and Reform Act of 1998,
as amended and the Community Renewal Tax Relief Act of 2000, as amended, and
applicable guidance issued by the appropriate governmental authorities under
such legislation;

         WHEREAS, it has been determined that certain amendments to the Plan
should be made in addition to the changes required by law;

         NOW, THEREFORE, BE IT RESOLVED, that effective as of July 1, 2000 the
Plan shall be the MassMutual Retirement Services FlexInvest Defined Contribution
Prototype Plan and Non-Standardized 401(k) Profit Sharing Adoption Agreement
which is attached hereto and incorporated herein for all purposes, with the
following modifications:

1. Article I of the Plan is amended to add the following definitions:

         "1.92 "APPLICABLE TAX YEAR" means the Tax Year in which the Plan Year
         begins."

         1.93 "TAX YEAR" means the fiscal year of the Company which begins on
         January 1 and ends on December 31."

         1.94 "SPECIFIED MINIMUM EMPLOYER CONTRIBUTION." An amount contributed
         by the Employer to the Trust pursuant to Section 4.16 of the Plan."

2. Article IV of the Plan is amended by the addition of a new Section 4.12 as
follows:

         "4.12 Specified Minimum Employer Contributions. Notwithstanding any
         provision of the Plan to the contrary, the following provisions shall
         govern the treatment of Specified Minimum Employer Contributions.

                  (a) Frequency and Eligibility. For each Plan Year beginning on
         and after December 31, 2000, the Employer shall make a discretionary
         Specified Minimum




                                       1
<PAGE>

         Employer Contribution on behalf of the group of Employees who are
         Employees and Plan Participants from the first day through the last day
         of the Applicable Tax Year (First Day Participants). For purposes of
         the Applicable Tax Year beginning January 1, 2000 and ending December
         31, 2000, First Day Participants shall be the group of Employees who
         are Employees from the first day through the last day of the Applicable
         Tax Year and Plan Participants from July 1, 2000 through the last day
         of the Applicable Tax Year. The Specified Minimum Employer Contribution
         will be based on Compensation earned by the First Day Participants in
         the Applicable Tax Year. The Specified Minimum Employer Contribution
         for each Plan Year shall be in an amount determined by the Board of
         Directors by appropriate resolution on or before the last day of the
         Applicable Tax Year.

                  (b) Allocation Method. Each First Day Participant's share of
         the Specified Minimum Employer Contribution for each Plan Year shall be
         determined as follows:

                  (1) The Specified Minimum Employer Contribution shall be
                  allocated during the Plan Year as Elective Deferral
                  Contributions described in Section 1.20 of the Plan and
                  Company Matching Contributions described in Section 1.10 of
                  the Plan, to the Account of each First Day Participant
                  pursuant to Part IV of the Plan and Sections G and I of the
                  Adoption Agreement. Such Matching Contributions shall be made
                  without regard to any last-day requirement, or any other Year
                  of Service or hour-of-service requirement.

                  (2) Second, if any of the Specified Minimum Employer
                  Contribution remains after the allocation in Section
                  4.16(b)(1) above, the remainder shall, to the extent allowable
                  under section 415 of the Internal Revenue Code, be allocated
                  as an additional Company Matching Contribution on the last day
                  of the Plan Year to each First Day Participant's Company
                  Matching Contribution Account, as defined in Section 8.1, in
                  the ratio that such First Day Participant's Elective Deferral
                  Contributions during the Plan Year bear to the Elective
                  Deferral Contributions of all First Day Participants during
                  the Plan Year.

         The Specified Minimum Employer Contributions allocated as an additional
         Company Matching Contribution shall be treated in the same manner as
         Company Matching Contributions for all purposes of the Plan.

                  (3) Third, any balance of the Specified Minimum Employer
                  Contribution remaining unallocated after the allocation in
                  section 4.16(b)(2) above, shall be allocated as a Company
                  Profit Sharing Contribution to each First Day Participant's
                  Company Profit Sharing Contribution Account, as defined in
                  Section 8.1, in the ratio that the First Day Participant's
                  Compensation during the Plan Year bears to the total
                  Compensation of all First Day Participants during the Plan
                  Year.

                  (4) Fourth, any balance of the Specified Minimum Employer
                  Contribution remaining unallocated after the allocation in
                  section 4.16(b)(3), above, shall be allocated as a Company
                  Profit Sharing Contribution to the Company Profit



                                       2
<PAGE>

                  Sharing Contribution Account, as defined in Section 8.1, of
                  each employee who was a Participant in the Plan on the first
                  day of the Plan Year, in the ratio that such Participant's
                  Compensation during the Plan Year bears to the total
                  Compensation of all such Participants during the Plan Year.

                  (5) The Administrator shall reduce the proportionate
                  allocation under Section 4.16(b)(2), (3), and (4) above, to
                  Participants who are Highly Compensated Employees to the
                  extent necessary to comply with the provisions of section
                  401(a)(4) of the Internal Revenue Code and the regulations
                  thereunder. Any such amount will be allocated and reallocated
                  to the remaining Participants to the extent allowed under
                  section 415 of the Internal Revenue Code.

         Notwithstanding any other provision of the Plan to the contrary, any
         allocation of Elective Deferral Contributions to a First Day
         Participant's Elective Deferral Account shall be made under Section G
         of the Adoption Agreement or this section, as appropriate, but not both
         sections. Similarly, any allocation of Company Matching Contributions
         to a First Day Participant's Company Matching Account shall be made
         under either Section I of the Adoption Agreement or this section, as
         appropriate, but not both sections.

                  (c) Timing, Medium and Posting. The Employer shall make the
         Specified Minimum Employer Contribution in cash or in Company Stock, in
         one or more installments without interest, at any time during the Plan
         Year, and for purposes of deducting such Contribution, not later than
         the Employer's federal tax filing date, including extensions, for its
         Tax Year that ends within such Plan Year. The Trustee shall post such
         amount to each First Day Participant's Elective Deferral Account,
         Company Matching Account, or Company Profit Sharing Contribution
         Account once the allocations under (1) through (5), above, are
         determined.

         The Specified Minimum Employer Contribution shall be held in a suspense
         account until posted. Such suspense account shall not participate in
         the allocation of investment gains, losses, income and deductions of
         the trust as a whole, but shall be invested separately. All gains,
         losses, income and deductions attributable to such suspense account
         shall be applied to reduce Plan fees and expenses. In no event will
         amounts remain in the suspense account after the end of the Plan Year.

                  (d) Deduction Limitation. In no event shall the Specified
         Minimum Employer Contribution, when aggregated with other Employer and
         Participant contributions for the Employer's Tax Year that ends within
         such Plan Year, exceed the amount deductible by the Employer for
         federal income tax purposes for such Tax Year."

3. The first two sentences of Section 1.43 of the Plan shall be deleted and the
following shall be substituted therefor:

         "1.43 "LIMITATION YEAR" means the determination period used to
         determine Compensation which shall be the calendar year."



                                       3
<PAGE>

4. Notwithstanding anything in the Plan to the contrary, effective as of January
1, 2002, Elective Deferrals may be made in an amount up to 50% of the
Participant's Compensation, subject to all other limits set forth in the Plan.

5. Effective as of July 1, 2001, notwithstanding anything in the Plan to the
contrary, all Years of Service with the Company prior to a Break in Service
shall be included for purposes of determining the Participant's vested interest
under Section 6.4 of the Plan if such Participant had a nonforfeitable accrued
benefit in the SCI Cash Balance Plan or the SCI Pension Plan at the time such
Participant first incurred a One-Year Break in Service."

6. Effective as of January 1, 2001, the following shall be added to Section
G3(e) of the Adoption Agreement:

         "The Percentage Match for each Participant shall be determined based on
         the Participant's Years of Service as of the end of each Plan Year and
         shall apply for the entire next Plan Year notwithstanding the fact that
         the Participant may be credited with an additional Year of Service
         during such next Plan Year."

7. The attached Addendum A relating to employees of Marsellus Casket Company
shall be added to the Plan effective as of July 1, 2000.

8. The attached Addendum B relating to establishment of a Company Stock Fund and
Company contributions in Company Stock shall be added to the Plan effective as
of July 1, 2000.

9. The attached Addendum C relating to automatic enrollment of participants
shall be added to the Plan effective as of July 1, 2001.

10. The attached Addendum D relating to employees of CemCare, Inc. shall be
added to the Plan effective as of January 1, 2002.

11. The attached Addendum E relating to "Good Faith EGTRRA Amendments" shall be
added to Plan effective as of the dates set forth therein.

         IN WITNESS WHEREOF, the Plan, as amended and restated effective July 1,
2000 is executed this _______ day of __________________, 2002.

SERVICE CORPORATION INTERNATIONAL



By:  /s/ HELEN DUGAND
   -----------------------------------------------------------
         Helen Dugand, President of SCI Administrative Services L.L.C.
         General Partner of SCI Management, L.P.,
         Employment manager of Service Corporation International



                                       4
<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

                             ADOPTION AGREEMENT FOR

                   MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

                                  FLEXINVEST(R)

                     NON-STANDARDIZED 401(k) PROFIT SHARING

The undersigned Employer adopts the MassMutual Life Insurance Company
Flexinvest(R) Prototype Non-Standardized 401(k) Profit Sharing Plan and elects
the following provisions:

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

A.  EMPLOYER INFORMATION

    (An amendment to the Adoption Agreement is not needed solely to reflect a
    change in the information in this Employer Information Section.)

1.  EMPLOYER'S NAME
                        Service Corporation International
                ---------------------------------------------------------------

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

2.   EMPLOYER'S 9-DIGIT TAX IDENTIFICATION NUMBER  74-1488375
                                                  -----------------------

3.   TYPE OF ENTITY

         a. [X] Corporation

                1. [ ] Tax exempt or Non-profit

         b. [ ] Professional Service Corporation

         c. [ ] S Corporation

         d. [ ] Limited Liability Company that is taxed as:

                1. [ ] a partnership or sole proprietorship

                2. [ ] a Corporation

                3. [ ] an S Corporation

         e. [ ] Sole Proprietorship

         f. [ ] Partnership

         g. [ ] Municipality:         [  ] State          [ ]  Local

         h. [ ] Other:
                      ---------------------------------------------------------

         AND, the Employer is a member of (select all that apply):

         i. [X] a controlled group

         j. [ ] an affiliated service group

4.  EMPLOYER FISCAL YEAR (the Employer's tax filing year):

         Beginning on    January                1          (e.g., January 1st)
                       -----------------------------------
                            month              day

         and ending on   December              31
                       -----------------------------------
                            month              day

B.  PLAN INFORMATION

    (An amendment to the Adoption Agreement is not needed solely to reflect a
    change in the information in this Plan Information section)

1.  PLAN NAME:

                       SCI 401(k) Retirement Savings Plan
    ---------------------------------------------------------------------------

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

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


                                       1

(c) Copyright 2001 MassMutual Life Insurance Company

<PAGE>


                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

2.  EFFECTIVE DATE

    a. [ ] This is a new Plan effective as of __________________ (hereinafter
           called the "Effective Date").

    b. [ ] This is an amendment and restatement of a previously established
           qualified plan of the Employer which was originally effective as of
           July 1, 2000 (hereinafter called the "Effective Date"). The
           effective date of this amendment and restatement is July 1, 2000.

    c. [ ] This is a spin-off of a previously established qualified plan known
           as _________________________________________________________________
           (plan name) which was sponsored by _________________________________
           ____________________________________________________________________

           (Employer) and originally effective as of __________________________

           ____________________________________________________________________
           (month, day, year).

    d. [ ] This is a merger of _______________ (number) previously established
           qualified plans known as ___________________________________________
           _______________________________________________ (respectively) which
           were sponsored by __________________________________________________
           (respectively) and originally effective as of ______________________
           (month, day, year, respectively). This amendment and restatement
           plan shall be effective as of ______________________________________
           (month, day, year).

    e. [X] FOR GUST RESTATEMENTS: This is an amendment and restatement of a
           previously established qualified plan of the Employer to bring the
           Plan into compliance with GUST (GATT, USERRA, SBJPA and TRA '97).
           The original Plan effective date was July 1, 2000 (hereinafter
           called the "Effective Date"). Except as specifically provided in the
           Plan, the effective date of this amendment and restatement is
           December 31, 2001.

           (May enter a restatement date that is the first day of the current
           Plan Year. The Plan contains appropriate retroactive effective dates
           with respect to provisions for the appropriate laws).

3.  PLAN YEAR means the 12 consecutive month period:

    Beginning on        December            31        (e.g., January 1st)
                        -----------------------------
                         month              day

    and ending on       December            30
                        ------------------------------
                         month              day

    EXCEPT that there will be a short Plan Year:

    a. [ ] N/A

    b. [ ] beginning on                               (e.g., July 1, 2000)
                        -----------------------------
                          month     day,     year
          and ending on
                        -----------------------------
                          month     day,     year


    NOTE: The Limitation Year for Code Section 415 purposes shall be the
    same as the determination period for compensation (Section F1).

4.  PLAN NUMBER assigned by the Employer

    a. [ ] 001

    b. [X] 002

    c. [ ] 003

    d. [ ] Other 3 digit number:
                                 --------------------


                                       2

(c) Copyright 2001 MassMutual Life Insurance Company
<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


5.       PLAN ADMINISTRATOR'S NAME:

         (If none is specified below, the Employer will be deemed the Plan
         Administrator.)

         SCI Management L.P.
         ----------------------------------------------------------------------

6.       CONSTRUCTION OF PLAN:

         This Plan shall be governed by the laws of the state or commonwealth
         where the Employer's principal place of business is located unless
         another state or commonwealth is specified below:

         ----------------------------------------------------------------------
         (Name of State or Commonwealth)

7.       TRUSTEE(S) (if applicable) Shall a separate trust agreement be used
         with this plan?

         a. [ ] No

         b. [X] Yes

         1. [X] Trustee(s) for the management of Plan assets (required if the
                Plan holds assets other than the group annuity contract or
                individual life insurance policies).

         2. [ ] Loan Program Trustee (required if Plan allows Participant loans
                under Section K):

         NOTE:  If Yes is selected, an executed copy of the trust agreement
                between the Trustee(s) and the Employer must be attached to this
                Plan. The Plan and trust agreement will be read and construed
                together. The responsibilities, rights and powers of the
                Trustee(s) shall be those specified in the trust agreement.


                                       3

(c) Copyright 2001 MassMutual Life Insurance Company
<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

C.  ELIGIBILITY REQUIREMENTS

8.       ELIGIBLE EMPLOYEES (Plan Section 1.18)

         For all purposes of the Plan (unless elected otherwise in d. or e.
         below for Employer contributions) means all Employees (including Leased
         Employees) of the Employer who have satisfied eligibility requirements
         shall be eligible EXCEPT:

         NOTE:  If different exclusions apply to Elective Deferrals than to
                other Employer contributions, complete part b. for the Elective
                Deferral component of the Plan and part g. for Employer
                contributions.

         a. [ ] N/A. No exclusions.

         b. [X] The following are excluded (select all that apply):

                1. [X] Union Employees (as defined in Plan Section 1.18)

                2. [ ] Non-resident aliens with no U.S. earned income sources
                       (as defined in Plan Section 1.18)

                3. [ ] Employees who became Employees as the result of a "Code
                       Section 410(b)(6)(C) transaction" (as defined in Plan
                       Section 1.18)

                4. [ ] Salaried Employees

                5. [ ] Highly Compensated Employees

                6. [ ] Leased Employees

                7. [ ] Other:
                             --------------------------------------------------

         HOWEVER, different exclusions will apply (select one):

         c. [X] N/A. The options elected in a. or b. above apply for all
                purposes of the Plan.

         d. [ ] For purposes of all Employer contributions (other than Elective
                 Deferrals)...

         e. [ ] Only for purposes of Employer profit sharing contributions...

         IF d. or e. is selected, the following exclusions apply for such
         purposes (select f. or g.):

         f. [X] N/A. No exclusions

         g. [ ] The following are excluded (select all the apply):

                1. [ ] Union Employees (as defined in Plan Section 1.18)

                2. [ ] Non-resident aliens with no U.S. earned income sources
                       (as defined in Plan Section 1.18)

                3. [ ] Employees who became Employees as the result of a "Code
                       Section 410(b)(6)(C) transaction" (as defined in Plan
                       Section 1.18)

                4. [ ] Salaried Employees

                5. [ ] Highly Compensated Employees

                6. [ ] Leased Employees

                7. [ ] Other:
                             --------------------------------------------------

9.       THE FOLLOWING AFFILIATED EMPLOYER (Plan Section 1.6) will adopt this
         Plan as Participating Employers (if there is more than one, or if
         Affiliated Employers adopt this Plan after the date the Adoption
         Agreement is executed, attach a list to this Adoption Agreement of such
         Affiliated Employers including their names, addresses, Employer
         identification numbers and types of entity).

         a. [ ] N/A

         b. [X] Name of Participating Employer:  see attached list
                                                -------------------------------

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

                Taxpayer Identification Number:
                                                -------------------------------

         c. [ ] TYPE OF ENTITY [see attached list]

                1. [ ] Corporation

                       a. [ ] Tax-exempt or non-profit

                2. [ ] Professional Service Corporation

                3. [ ] S Corporation

                4. [ ] Limited Liability Company that is taxed as:

                       a. [ ] a partnership or sole proprietorship

                       b. [ ] a Corporation

                       c. [ ] an S Corporation

                                       4

(c) Copyright 2001 MassMutual Life Insurance Company
<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

                5. [ ] Sole Proprietorship

                       option a. Tax exempt or Non-profit deleted

                6. [ ] Partnership

                7. [ ] Municipality:    [ ] State              [   ]   Local

                8. [ ] Other:
                             --------------------------------------------------

                NOTE: Employees of an Affiliated Employer that does not adopt
                this Adoption Agreement as a Participating Employer shall not
                be Eligible Employees. This Plan could violate the Code
                Section 410(b) coverage rules if all Affiliated Employers do
                not adopt the Plan.

10.      CONDITIONS OF ELIGIBILITY (Plan Section 3.1)

         ANY ELIGIBLE EMPLOYEE WILL BE ELIGIBLE TO PARTICIPATE IN THE PLAN UPON
         SATISFACTION OF THE FOLLOWING:

         NOTE:  IF THE YEAR(S) OF SERVICE SELECTED IS OR INCLUDES A FRACTIONAL
                YEAR, AN EMPLOYEE WILL NOT BE REQUIRED TO COMPLETE ANY
                SPECIFIED NUMBER OF HOURS OF SERVICE TO RECEIVE CREDIT FOR SUCH
                FRACTIONAL YEAR. IF EXPRESSED IN MONTHS OF SERVICE, AN
                EMPLOYEE WILL NOT BE REQUIRED TO COMPLETE ANY SPECIFIED NUMBER
                OF HOURS OF SERVICE IN A PARTICULAR MONTH, UNLESS ELECTED IN
                B.4. OR I.4. BELOW.

         ELIGIBILITY FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN E.-K.
         BELOW FOR EMPLOYER CONTRIBUTIONS) (SELECT A. OR ALL THAT APPLY OF B.,
         C., AND D.):

         NOTE:  IF DIFFERENT CONDITIONS APPLY TO ELECTIVE DEFERRALS THAN TO
                OTHER EMPLOYER CONTRIBUTIONS, COMPLETE THIS PART A.-D. FOR THE
                ELECTIVE DEFERRAL COMPONENT OF THE PLAN AND E.-K. FOR EMPLOYER
                CONTRIBUTIONS.

         A. [ ] NO AGE OR SERVICE REQUIRED. (GO TO E.-G. BELOW)

         B. [X] COMPLETION OF THE FOLLOWING SERVICE REQUIREMENT WHICH IS BASED
                ON YEARS OF SERVICE (OR PERIODS OF SERVICE IF THE ELAPSED TIME
                METHOD IS ELECTED):

                1. [ ] NO SERVICE REQUIREMENT

                2. [ ] 1/2 YEAR OF SERVICE OR PERIOD OF SERVICE

                3. [ ] 1 YEAR OF SERVICE OR PERIOD OF SERVICE

                4. [ ] _____________ (NOT TO EXCEED 1,000) HOURS OF SERVICE
                       WITHIN ____________ (NOT TO EXCEED 12) MONTHS FROM THE
                       ELIGIBLE EMPLOYEE'S EMPLOYMENT COMMENCEMENT DATE. (IF
                       AN EMPLOYEE DOES NOT COMPLETE THE STATED HOURS OF
                       SERVICE DURING THE SPECIFIED TIME PERIOD, THE EMPLOYEE
                       IS SUBJECT TO THE YEAR OF SERVICE REQUIREMENT IN B.3.
                       ABOVE.)

                5. [X] OTHER: 90 DAYS OF SERVICE
                              -------------------------------------------------
                       (MAY NOT EXCEED ONE (1) YEAR OF SERVICE OR PERIOD OF
                       SERVICE)

         C. [X] ATTAINMENT OF AGE:

                1. [ ] NO AGE REQUIREMENT

                2. [ ] 20 1/2

                3. [X] 21

                4. [ ] OTHER:                              (MAY NOT EXCEED 21)
                             -----------------------------

         D. [ ] THE SERVICE AND/OR AGE REQUIREMENTS SPECIFIED ABOVE SHALL BE
                WAIVED WITH RESPECT TO ANY ELIGIBLE EMPLOYEE WHO WAS EMPLOYED ON
                _______________ (MONTH, DAY, YEAR) AND SUCH ELIGIBLE EMPLOYEE
                SHALL ENTER THE PLAN AS OF SUCH DATE.

                THE REQUIREMENTS TO BE WAIVED ARE (SELECT ONE OR BOTH):

                1. [ ] SERVICE REQUIREMENT (WILL LET PART-TIME ELIGIBLE
                       EMPLOYEES IN PLAN)

                2. [ ] AGE REQUIREMENT

         HOWEVER, DIFFERENT ELIGIBILITY CONDITIONS WILL APPLY (SELECT ONE):

         E. [X] N/A. THE OPTIONS ELECTED IN A.-D. ABOVE APPLY FOR ALL PURPOSES
                OF THE PLAN.

         F. [ ] FOR PURPOSES OF ALL EMPLOYER CONTRIBUTIONS (OTHER THAN ELECTIVE
                DEFERRALS)...

         G. [ ] ONLY FOR PURPOSES OF EMPLOYER PROFIT SHARING CONTRIBUTIONS...

                                       5

(c) Copyright 2001 MassMutual Life Insurance Company


<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

         IF F. OR G. IS SELECTED, THE FOLLOWING ELIGIBILITY CONDITIONS APPLY
         FOR SUCH PURPOSES:

         H. [ ] NO AGE OR SERVICE REQUIREMENTS

         I. [ ] COMPLETION OF THE FOLLOWING SERVICE REQUIREMENT WHICH IS BASED
                ON YEARS OF SERVICE (OR PERIODS OF SERVICE IF THE ELAPSED TIME
                METHOD IS ELECTED):

                1. [ ] NO SERVICE REQUIREMENT

                2. [ ] 1/2 YEAR OF SERVICE OR PERIOD OF SERVICE

                3. [ ] 1 YEAR OF SERVICE OR PERIOD OF SERVICE

                4. [ ] _____________ (NOT TO EXCEED 1,000) HOURS OF SERVICE
                       WITHIN _____________ (NOT TO EXCEED 12) MONTHS FROM THE
                       ELIGIBLE EMPLOYEE'S EMPLOYMENT COMMENCEMENT DATE.

                5. [ ] 1 1/2 YEARS OF SERVICE OR PERIODS OF SERVICE

                6. [ ] 2 YEARS OF SERVICE OR PERIODS OF SERVICE

                7. [ ] OTHER:
                             --------------------------------------------------
                       (MAY NOT EXCEED TWO (2) YEARS OF SERVICE OR PERIODS OF
                       SERVICE)

                NOTE: IF MORE THAN ONE (1) YEAR OF SERVICE IS ELECTED 100%
                IMMEDIATE VESTING IS REQUIRED.

         J. [ ] ATTAINMENT OF AGE:

                1. [ ] NO AGE REQUIREMENT

                2. [ ] 20 1/2

                3. [ ] 21

                4. [ ] OTHER:                              (MAY NOT EXCEED 21)
                              -----------------------------

         K. [ ] THE SERVICE AND/OR AGE REQUIREMENTS SPECIFIED ABOVE SHALL BE
                WAIVED WITH RESPECT TO ANY ELIGIBLE EMPLOYEE WHO WAS EMPLOYED ON
                _______________ (MONTH, DAY, YEAR) AND SUCH ELIGIBLE EMPLOYEE
                SHALL ENTER THE PLAN AS OF SUCH DATE.

                THE REQUIREMENTS TO BE WAIVED ARE (SELECT ONE OR BOTH):

                1. [ ] SERVICE REQUIREMENT (WILL LET PART-TIME ELIGIBLE
                       EMPLOYEES IN PLAN)

                2. [ ] AGE REQUIREMENT

11.      ENTRY DATE (EFFECTIVE DATE OF PARTICIPATION) (PLAN SECTION 3.2)
         AN ELIGIBLE EMPLOYEE WHO HAS SATISFIED THE ELIGIBILITY REQUIREMENTS
         WILL BECOME A PARTICIPANT FOR ALL PURPOSES OF THE PLAN (EXCEPT AS
         ELECTED IN G. THROUGH N. BELOW FOR EMPLOYER CONTRIBUTIONS):

         NOTE: IF DIFFERENT ENTRY DATES APPLY TO ELECTIVE DEFERRALS THAN TO
               OTHER EMPLOYER CONTRIBUTIONS, COMPLETE THIS PART A. THROUGH F.
               FOR EMPLOYER CONTRIBUTIONS.

         A. [ ] THE DAY ON WHICH SUCH REQUIREMENTS ARE SATISFIED.

         B. [X] THE FIRST DAY OF THE MONTH COINCIDING WITH OR NEXT FOLLOWING
                THE DATE ON WHICH SUCH REQUIREMENTS ARE SATISFIED.

         C. [ ] THE FIRST DAY OF THE PLAN YEAR QUARTER COINCIDING WITH OR NEXT
                FOLLOWING THE DATE ON WHICH SUCH REQUIREMENTS ARE SATISFIED.

         D. [ ] THE EARLIER OF THE FIRST DAY OF THE SEVENTH MONTH OR THE FIRST
                DAY OF THE PLAN YEAR COINCIDING WITH OR NEXT FOLLOWING THE DATE
                ON WHICH SUCH REQUIREMENTS ARE SATISFIED.

         E. [ ] THE FIRST DAY OF THE PLAN YEAR NEXT FOLLOWING THE DATE ON WHICH
                SUCH REQUIREMENTS ARE SATISFIED. (ELIGIBILITY MUST BE 1/2 YEAR
                OF SERVICE (OR PERIOD OF SERVICE) OR LESS AND AGE MUST BE 20 1/2
                OR LESS.)

         F. [ ] OTHER:                                                      ,
                       -----------------------------------------------------
                PROVIDED THAT AN ELIGIBLE EMPLOYEE WHO HAS SATISFIED THE MAXIMUM
                AGE (21) AND SERVICE REQUIREMENTS (ONE (1) YEAR OR PERIOD OF
                SERVICE) AND WHO IS OTHERWISE ENTITLED TO PARTICIPATE, SHALL
                COMMENCE PARTICIPATION NO LATER THAN THE EARLIER OF (A) 6 MONTHS
                AFTER SUCH REQUIREMENTS ARE SATISFIED, OR (B) THE FIRST DAY OF
                THE FIRST PLAN YEAR AFTER SUCH REQUIREMENTS ARE SATISFIED,
                UNLESS THE EMPLOYEE SEPARATES FROM SERVICE BEFORE SUCH
                PARTICIPATION DATE.

         HOWEVER, DIFFERENT ENTRY DATES WILL APPLY (SELECT ONE):

         G. [X] N/A. THE OPTIONS ELECTED IN A. THROUGH F. ABOVE APPLY FOR ALL
                PURPOSES OF THE PLAN.

         H. [ ] FOR PURPOSES OF ALL EMPLOYER CONTRIBUTIONS (OTHER THAN ELECTIVE
                DEFERRALS).

         I. [ ] ONLY FOR PURPOSES OF EMPLOYER PROFIT SHARING CONTRIBUTIONS...

                                       6

(c) Copyright 2001 MassMutual Life Insurance Company

<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

         IF H. OR I. IS SELECTED, THE FOLLOWING ENTRY DATES APPLY FOR SUCH
         PURPOSES (SELECT ONE):

         J. [ ] THE FIRST DAY OF THE MONTH COINCIDING WITH OR NEXT FOLLOWING
                THE DATE ON WHICH SUCH REQUIREMENTS ARE SATISFIED.

         K. [ ] THE FIRST DAY OF THE PLAN YEAR QUARTER COINCIDING WITH OR NEXT
                FOLLOWING THE DATE ON WHICH SUCH REQUIREMENTS ARE SATISFIED.

         L. [ ] THE EARLIER OF THE FIRST DAY OF THE SEVENTH MONTH OR THE FIRST
                DAY OF THE PLAN YEAR COINCIDING WITH OR NEXT FOLLOWING THE DATE
                ON WHICH SUCH REQUIREMENTS ARE SATISFIED.

         M. [ ] THE FIRST DAY OF THE PLAN YEAR NEXT FOLLOWING THE DATE ON WHICH
                SUCH REQUIREMENTS ARE SATISFIED. (ELIGIBILITY MUST BE 1/2 (OR
                1 1/2 IF 100% IMMEDIATE VESTING IS SELECTED) YEAR OF SERVICE (OR
                PERIOD OF SERVICE) OR LESS AND AGE MUST BE 20 1/2 OR LESS).

         N. [ ] OTHER:                                                        ,
                      --------------------------------------------------------
                PROVIDED THAT AN ELIGIBLE EMPLOYEE WHO HAS SATISFIED THE MAXIMUM
                AGE (21) AND SERVICE REQUIREMENTS (ONE (1) YEAR OR PERIOD OF
                SERVICE (OR MORE THAN ONE (1) YEAR IF FULL AND IMMEDIATE
                VESTING)) AND WHO IS OTHERWISE ENTITLED TO PARTICIPATE, SHALL
                COMMENCE PARTICIPATION NO LATER THAN THE EARLIER OF (A) 6 MONTHS
                AFTER SUCH REQUIREMENTS ARE SATISFIED, OR (B) THE FIRST DAY OF
                THE FIRST PLAN YEAR AFTER SUCH REQUIREMENTS ARE SATISFIED,
                UNLESS THE EMPLOYEE SEPARATES FROM SERVICE BEFORE SUCH
                PARTICIPATION DATE.

D.  SERVICE

1.       RECOGNITION OF SERVICE WITH PREDECESSOR EMPLOYER (PLAN SECTIONS 1.61
         AND 1.91)

         A. [X] NO SERVICE WITH A PREDECESSOR EMPLOYER SHALL BE RECOGNIZED.

         B. [ ] SERVICE WITH
                             -------------------------------------------------
                WILL BE RECOGNIZED EXCEPT AS FOLLOWS (SELECT 1. OR ALL THAT
                APPLY OF 2. THROUGH 4.):

                1. [ ] N/A, NO LIMITATIONS.

                2. [ ] SERVICE WILL ONLY BE RECOGNIZED FOR VESTING PURPOSES.

                3. [ ] service will only be recognized for eligibility
                       purposes.


                4. [ ] SERVICE PRIOR TO _____________________ WILL NOT BE
                       RECOGNIZED.

                NOTE: IF THE PREDECESSOR EMPLOYER MAINTAINED THIS QUALIFIED
                       PLAN, THEN YEARS OF SERVICE (AND/OR PERIODS OF SERVICE)
                       WITH SUCH PREDECESSOR EMPLOYER SHALL BE RECOGNIZED
                       PURSUANT TO PLAN SECTIONS 1.61 AND 1.91 AND B.1. WILL
                       APPLY.


2.       SERVICE CREDITING METHOD (PLAN SECTIONS 1.61 AND 1.91)

         A. [X] HOURS OF SERVICE METHOD SHALL BE USED FOR ALL PURPOSES, EXCEPT
                ELIGIBILITY TO PARTICIPATE.

                1. [ ] ELIGIBILITY TO PARTICIPATE IN THE PLAN: THE ELIGIBILITY
                       COMPUTATION PERIOD AFTER THE INITIAL ELIGIBILITY
                       COMPUTATION PERIOD SHALL (SELECT ONE)...

                       A. [ ] SHIFT TO THE PLAN YEAR AFTER THE INITIAL
                              COMPUTATION PERIOD.

                       B. [ ] BE BASED ON THE DATE AN EMPLOYEE FIRST PERFORMS
                              AN HOUR OF SERVICE (INITIAL COMPUTATION PERIOD)
                              AND SUBSEQUENT COMPUTATION PERIODS SHALL BE
                              BASED ON EACH ANNIVERSARY DATE THEREOF.

                2. [X] VESTING: THE VESTING COMPUTATION PERIOD SHALL BE (SELECT
                                ONE):

                       A. [X] THE CALENDAR YEAR

                       B. [ ] THE DATE AN EMPLOYEE FIRST PERFORMS AN HOUR OF
                              SERVICE AND EACH ANNIVERSARY THEREOF.

                3. [X] HOURS OF SERVICE FOR ALL EMPLOYEES WILL BE DETERMINED ON
                       THE BASIS OF (SELECT ONE):

                       A. [X] ACTUAL HOURS FOR WHICH AN EMPLOYEE IS PAID OR
                              ENTITLED TO PAYMENT.

                       B. [ ] DAYS WORKED. AN EMPLOYEE WILL BE CREDITED WITH
                              TEN (10) HOURS OF SERVICE IF UNDER THE PLAN SUCH
                              EMPLOYEE WOULD BE CREDITED WITH AT LEAST ONE (1)
                              HOUR OF SERVICE DURING THE DAY.

                       C. [ ] WEEKS WORKED. AN EMPLOYEE WILL BE CREDITED WITH
                              FORTY-FIVE (45) HOURS OF SERVICE IF UNDER THE
                              PLAN SUCH EMPLOYEE WOULD BE CREDITED WITH AT
                              LEAST ONE (1) HOUR OF SERVICE DURING THE WEEK.


                                       7

(c) Copyright 2001 MassMutual Life Insurance Company
<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

                       D. [ ] SEMI-MONTHLY PAYROLL PERIODS WORKED. AN EMPLOYEE
                              WILL BE CREDITED WITH NINETY-FIVE (95) HOURS OF
                              SERVICE IF UNDER THE PLAN SUCH EMPLOYEE WOULD BE
                              CREDITED WITH AT LEAST ONE (1) HOUR OF SERVICE
                              DURING THE SEMI-MONTHLY PAYROLL PERIOD.

                       E. [ ] MONTHS WORKED. AN EMPLOYEE WILL BE CREDITED WITH
                              ONE HUNDRED NINETY (190) HOURS OF SERVICE IF
                              UNDER THE PLAN SUCH EMPLOYEE WOULD BE CREDITED
                              WITH AT LEAST ONE (1) HOUR OF SERVICE DURING THE
                              MONTH.
                       AND

                       F. [ ] A YEAR OF SERVICE MEANS THE APPLICABLE
                              COMPUTATION PERIOD DURING WHICH AN EMPLOYEE HAS
                              COMPLETED AT LEAST:

                              _________________________ (MAY NOT BE MORE THAN
                              1,000 HOURS OF SERVICE (IF LEFT BLANK, THE PLAN
                              WILL USE 1,000 HOURS OF SERVICE).

         B. [X] ELAPSED TIME METHOD SHALL BE USED FOR PURPOSES OF DETERMINING
                ELIGIBILITY TO PARTICIPATE.

                                       8

(c) Copyright 2001 MassMutual Life Insurance Company


<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


E.  VESTING (PLAN SECTION 6.4(B))

3.       VESTING FOR EMPLOYER CONTRIBUTIONS (OTHER THAN EMPLOYER MATCHING
         CONTRIBUTIONS). THE VESTING SCHEDULE, BASED ON A PARTICIPANT'S YEARS
         OF SERVICE (OR PERIODS OF SERVICE IF THE ELAPSED TIME METHOD IS
         ELECTED), SHALL BE AS FOLLOWS:

<TABLE>
<S>                                                     <C>
         A. [ ] 100% UPON ENTERING PLAN. (REQUIRED IF ELIGIBILITY REQUIREMENT
                IS GREATER THAN ONE (1) YEAR OF SERVICE OR PERIOD OF SERVICE.)

         B. [X] 3 YEAR CLIFF:                    C. [ ] 5 YEAR CLIFF:
                    0-2 YEARS          0 %                  0-4 YEARS            0 %
                      3 YEARS        100 %                    5 YEARS          100 %

         D. [ ] 6 YEAR GRADED:                   E. [ ] 4 YEAR GRADED:
                    0-1 YEAR           0 %                    1 YEAR            25 %
                      2 YEARS         20 %                    2 YEARS           50 %
                      3 YEARS         40 %                    3 YEARS           75 %
                      4 YEARS         60 %                    4 YEARS          100 %
                      5 YEARS         80 %
                      6 YEARS        100 %

         F. [ ] 5 YEAR GRADED:                   G. [ ] 7 YEAR GRADED:
                      1 YEAR          20 %                  0-2 YEARS            0 %
                      2 YEARS         40 %                    3 YEARS           20 %
                      3 YEARS         60 %                    4 YEARS           40 %
                      4 YEARS         80 %                    5 YEARS           60 %
                      5 YEARS        100 %                    6 YEARS           80 %
                                                              7 YEARS          100 %

         H. [ ] OTHER (MUST BE AT LEAST AS LIBERAL AS EITHER C. OR G. ABOVE):
</TABLE>


<TABLE>
<CAPTION>
                         YEARS OF SERVICE                  PERCENTAGE
<S>                                                    <C>
                        -------------------            -------------------

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

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

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

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

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

                        -------------------            -------------------
</TABLE>


                                       9

(c) Copyright 2001 MassMutual Life Insurance Company
<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN



         VESTING FOR EMPLOYER MATCHING CONTRIBUTIONS

         THE VESTING SCHEDULE FOR EMPLOYER MATCHING CONTRIBUTIONS, BASED ON A
         PARTICIPANT'S YEARS OF SERVICE (OR PERIODS OF SERVICE IF THE ELAPSED
         TIME METHOD IS ELECTED) SHALL BE AS FOLLOWS:

         I. [ ] N/A. THERE ARE NO MATCHING CONTRIBUTIONS SUBJECT TO A VESTING
                SCHEDULE OR THE SCHEDULE IN A. THROUGH H. ABOVE SHALL ALSO APPLY
                TO MATCHING CONTRIBUTIONS.

         J. [ ] 100% UPON ENTERING PLAN. (REQUIRED IF ELIGIBILITY REQUIREMENT IS
                GREATER THAN ONE (1) YEAR OF SERVICE OR PERIOD OF SERVICE.)

         K. [X] 3 YEAR CLIFF

         L. [ ] 5 YEAR CLIFF

         M. [ ] 6 YEAR GRADED

         N. [ ] 4 YEAR GRADED

         O. [ ] 5 YEAR GRADED

         P. [ ] 7 YEAR GRADED

         Q. [  ] OTHER (MUST BE AT LEAST AS LIBERAL AS EITHER L. OR P. ABOVE):

<TABLE>
<CAPTION>
                         YEARS OF SERVICE                  PERCENTAGE
<S>                                                    <C>
                        -------------------            -------------------

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

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

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

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

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

                        -------------------            -------------------
</TABLE>

    4.   FOR AMENDED PLANS (PLAN SECTION 6.4(F))

         IF THE VESTING SCHEDULE HAS BEEN AMENDED TO A LESS FAVORABLE SCHEDULE,
         ENTER THE PRE-AMENDED SCHEDULE BELOW:

         A. [ ] VESTING SCHEDULE HAS NOT BEEN AMENDED.

         B. [ ] VESTING SCHEDULE HAS BEEN AMENDED; AMENDED SCHEDULE IS MORE
                FAVORABLE IN ALL YEARS.

         C. [ ] VESTING SCHEDULE HAS BEEN AMENDED; AMENDED SCHEDULE IS NOT MORE
                FAVORABLE IN ALL YEARS. PRIOR VESTING SCHEDULE WAS:

<TABLE>
<CAPTION>
                         YEARS OF SERVICE                  PERCENTAGE
<S>                                                    <C>
                        -------------------            -------------------

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

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

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

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

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

                        -------------------            -------------------
</TABLE>



                                       10

(c) Copyright 2001 MassMutual Life Insurance Company

<PAGE>

                                     NON-STANDARDIZED 401(K) PROFIT SHARING PLAN

5.       TOP-HEAVY VESTING (PLAN SECTION 6.4(C))

         IF THIS PLAN BECOMES A TOP-HEAVY PLAN, THE FOLLOWING VESTING SCHEDULE,
         BASED ON NUMBER OF YEARS OF SERVICE (OR PERIODS OF SERVICE IF THE
         ELAPSED TIME METHOD IS ELECTED), SHALL APPLY AND SHALL BE TREATED AS A
         PLAN AMENDMENT PURSUANT TO THIS PLAN. ONCE EFFECTIVE, THIS SCHEDULE
         SHALL ALSO APPLY TO ANY CONTRIBUTIONS MADE BEFORE THE PLAN BECAME A
         TOP-HEAVY PLAN AND SHALL CONTINUE TO APPLY IF THE PLAN CEASES TO BE A
         TOP-HEAVY PLAN UNLESS AN AMENDMENT IS MADE TO CHANGE THE VESTING
         SCHEDULE.

         A. [ ] N/A (THE REGULAR VESTING SCHEDULE ALREADY SATISFIES ONE OF THE
                MINIMUM TOP HEAVY SCHEDULES).

         B. [ ] 6 YEAR GRADED:

                   0-1 YEAR           0 %
                     2 YEARS         20 %
                     3 YEARS         40 %
                     4 YEARS         60 %
                     5 YEARS         80 %
                     6 YEARS        100 %

         C. [X] 3 YEAR CLIFF:

                   0-2 YEARS          0 %
                     3 YEARS        100 %

         D. [ ] OTHER (MUST BE AT LEAST AS LIBERAL AS EITHER B. OR C. ABOVE):

<TABLE>
<CAPTION>
                         YEARS OF SERVICE                  PERCENTAGE
<S>                                                    <C>
                        -------------------            -------------------

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

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

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

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

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

                        -------------------            -------------------
</TABLE>


         NOTE: THIS SECTION DOES NOT APPLY TO THE ACCOUNT BALANCES OF ANY
               PARTICIPANT WHO DOES NOT HAVE AN HOUR OF SERVICE AFTER THE PLAN
               HAS INITIALLY BECOME TOP-HEAVY. SUCH PARTICIPANT'S ACCOUNT
               BALANCE ATTRIBUTABLE TO EMPLOYER CONTRIBUTIONS AND FORFEITURES
               WILL BE DETERMINED WITHOUT REGARD TO THIS SECTION.

6.       EXCLUDED VESTING SERVICE (SELECT ALL THAT APPLY):

         A. [ ] NO EXCLUSIONS.

         B. [ ] SERVICE PRIOR TO THE EFFECTIVE DATE OF THE PLAN OR A
                PREDECESSOR PLAN.

         C. [X] SERVICE PRIOR TO THE TIME AN EMPLOYEE HAS ATTAINED AGE 18.

         D. [ ] SERVICE DURING WHICH MANDATORY EMPLOYEE CONTRIBUTIONS WERE NOT
                MADE.

7.       NORMAL RETIREMENT AGE ("NRA") (PLAN SECTION 1.45) MEANS THE:

         A. [ ] DATE OF A PARTICIPANT'S _______ BIRTHDAY (NOT TO EXCEED 65TH).

         B. [X] LATER OF A PARTICIPANT'S 65 BIRTHDAY (NOT TO EXCEED 65TH) OR

                1. [X] THE 3RD (NOT TO EXCEED 5TH) ANNIVERSARY OF THE FIRST DAY
                       OF THE PLAN YEAR IN WHICH PARTICIPATION IN THE PLAN
                       COMMENCED.

                2. [ ] THE ____________ (NOT TO EXCEED 5TH) ANNIVERSARY OF THE
                       PARTICIPANT'S DATE OF HIRE WITH THE EMPLOYER.

8.       EARLY RETIREMENT DATE (PLAN SECTION 1.15) MEANS THE (ELECT ONE):

         A. [X] N/A. NO EARLY RETIREMENT PROVISION PROVIDED.

         B. [ ] DATE ON WHICH A PARTICIPANT...

         C. [ ] FIRST DAY OF THE MONTH COINCIDING WITH OR NEXT FOLLOWING THE
                DATE ON WHICH A PARTICIPANT...

                                       11

(c) Copyright 2001 MassMutual Life Insurance Company


<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

         AND, IF B. OR C. IS SELECTED...

         D. [ ] ATTAINS AGE __________.

         E. [ ] ATTAINS AGE __________ AND COMPLETES AT LEAST _______ YEARS OF
                SERVICE (OR PERIODS OF SERVICE) FOR VESTING PURPOSES.

         F. [ ] ATTAINS AGE __________ AND COMPLETES AT LEAST _______ YEARS OF
                PARTICIPATION IN THE PLAN.

                                       12

(c) Copyright 2001 MassMutual Life Insurance Company


<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


9.       DETERMINATION OF DISABILITY

         A. [ ] IF ENTITLED TO DISABILITY BENEFITS UNDER THE FEDERAL SOCIAL
                SECURITY ACT.

         B. [ ] DETERMINED BY THE COMPANY IN ACCORDANCE WITH ITS NORMAL
                PERSONNEL PRACTICE APPLIED IN A UNIFORM AND NONDISCRIMINATORY
                MANNER.

         C. [ ] DETERMINED BY THE COMPANY IN ACCORDANCE WITH THE COLLECTIVE
                BARGAINING AGREEMENT.

         D. [ ] IF ENTITLED TO DISABILITY BENEFITS UNDER THE COMPANY'S LONG TERM
                DISABILITY INSURANCE PLAN.

         E. [X] NOT APPLICABLE. DISABILITY RETIREMENT IS NOT ALLOWED.

F.  COMPENSATION

10.      COMPENSATION (PLAN SECTION 1.11) WITH RESPECT TO ANY PARTICIPANT MEANS:

         A. [ ] WAGES, TIPS AND OTHER COMPENSATION ON FORM W-2.

         B. [ ] SECTION 3401(A) WAGES (WAGES FOR WITHHOLDING PURPOSES).

         C. [X] 415 SAFE-HARBOR COMPENSATION.

         COMPENSATION SHALL BE BASED ON THE FOLLOWING DETERMINATION PERIOD
         (SELECT ONE):

         D. [ ] THE PLAN YEAR.

         E. [X] THE CALENDAR YEAR BEGINNING WITHIN THE PLAN YEAR.

         AND,

         F. [X] COMPENSATION PAID DURING THE DETERMINATION PERIOD PRIOR TO THE
                EMPLOYEE'S EFFECTIVE DATE OF PARTICIPATION SHALL BE EXCLUDED.

         ADJUSTMENTS TO COMPENSATION

         G. [ ] N/A. NO ADJUSTMENTS.

         H. [ ] COMPENSATION FOR EMPLOYER CONTRIBUTION AND FORFEITURE ALLOCATION
                PURPOSES OTHER THAN SALARY DEFERRAL AND MATCHING CONTRIBUTION
                PURPOSES SHALL BE ADJUSTED BY: (SELECT ALL THAT APPLY)

                1. [X] INCLUDING COMPENSATION WHICH IS NOT CURRENTLY INCLUDIBLE
                       IN THE PARTICIPANT'S GROSS INCOME BY REASON OF THE
                       APPLICATION OF CODE SECTIONS 125 (CAFETERIA PLAN),
                       132(F)(4) (QUALIFIED TRANSPORTATION FRINGE), 402(E)(3)
                       (401(K) PLAN), 402(H)(1)(B) (SIMPLIFIED EMPLOYEE PENSION
                       PLAN), 414(H) (EMPLOYER PICKUP CONTRIBUTIONS UNDER A
                       GOVERNMENTAL PLAN), 403(B) (TAX SHELTERED ANNUITY) OR
                       457(B) (ELIGIBLE DEFERRED COMPENSATION PLAN)

                2. [X] EXCLUDING REIMBURSEMENTS OR OTHER EXPENSE ALLOWANCES,
                       FRINGE BENEFITS (CASH OR NON-CASH), MOVING EXPENSES,
                       DEFERRED COMPENSATION (OTHER THAN DEFERRALS SPECIFIED IN
                       1. ABOVE) AND WELFARE BENEFITS

                3. [ ] EXCLUDING COMPENSATION PAID DURING THE DETERMINATION
                       PERIOD WHILE NOT A PARTICIPANT IN THE COMPONENT OF THE
                       PLAN FOR WHICH THE DEFINITION IS BEING USED

                4. [ ] EXCLUDING OVERTIME

                5. [ ] EXCLUDING BONUSES

                6. [ ] EXCLUDING COMMISSIONS

                7. [ ] OTHER:
                             --------------------------------------------------

                NOTE: OPTIONS 4., 5., 6. OR 7. MAY NOT BE SELECTED IF AN
                      INTEGRATED ALLOCATION FORMULA IS SELECTED (I.E., IF
                      33.F. IS SELECTED). IN ADDITION, IF 4., 5., 6., OR 7. IS
                      SELECTED, THE DEFINITION OF COMPENSATION COULD VIOLATE
                      THE NONDISCRIMINATION RULES.

                                       13

(c) Copyright 2001 MassMutual Life Insurance Company


<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

         HOWEVER, FOR SALARY DEFERRAL AND MATCHING PURPOSES COMPENSATION SHALL
         BE ADJUSTED BY (FOR SUCH PURPOSES, THE PLAN AUTOMATICALLY INCLUDES
         ELECTIVE DEFERRALS AND OTHER AMOUNTS IN H.1. ABOVE) (SELECT ALL THAT
         APPLY):

         I. [ ] N/A. NO ADJUSTMENTS

         J. [X] SAME ADJUSTMENT AS IN H.2. THROUGH H.7. ABOVE.

         K. [ ] COMPENSATION SHALL BE ADJUSTED BY:

                1. [ ] EXCLUDING REIMBURSEMENTS OR OTHER EXPENSE ALLOWANCES,
                       FRINGE BENEFITS (CASH OR NON-CASH), MOVING EXPENSES,
                       DEFERRED COMPENSATION (OTHER THAN DEFERRALS SPECIFIED IN
                       H.1. ABOVE) TO A QUALIFIED PLAN AND WELFARE BENEFITS.

                2. [ ] EXCLUDING OVERTIME

                3. [ ] EXCLUDING BONUSES

                4. [ ] EXCLUDING COMMISSIONS

                5. [ ] OTHER:
                             --------------------------------------------------

                NOTE: IF 2., 3., 4. OR 5. ARE ELECTED, THE AVERAGE INCLUDIBLE
                      COMPENSATION PERCENTAGE FOR ELIGIBLE HIGHLY COMPENSATED
                      EMPLOYEES CANNOT EXCEED THE AVERAGE INCLUDIBLE
                      COMPENSATION PERCENTAGE FOR ELIGIBLE NON-HIGHLY
                      COMPENSATED EMPLOYEES BY MORE THAN A DE MINIMIS AMOUNT
                      AS DESCRIBED IN REGULATIONS UNDER SECTION 414(S) OF THE
                      CODE.

G.  CONTRIBUTIONS AND ALLOCATIONS

1.       SALARY REDUCTION ARRANGEMENT - ELECTIVE DEFERRALS (PLAN SECTION 12.2)
         EACH PARTICIPANT MAY ELECT TO HAVE COMPENSATION DEFERRED BY:

         A. [ ] UP TO THE MAXIMUM PERCENTAGE ALLOWABLE NOT TO EXCEED THE LIMITS
                OF CODE SECTION 401(K), 402(G), 404 AND 415.

         B. [X] UP TO 15% BUT EFFECTIVE JANUARY 1, 2002, UP TO 50%.

         FOR BONUSES PAID WITHIN THE PLAN YEAR MAY PARTICIPANTS MAKE A SPECIAL
         SALARY DEFERRAL ELECTION WITH RESPECT TO BONUSES?

         C. [X] NO (SAME SALARY REDUCTION ELECTION AS OTHER COMPENSATION)

         D. [ ] YES, A PARTICIPANT MAY ELECT TO DEFER UP TO __________% OF ANY
                BONUS.

            ORIGINAL E. AND F. OPTIONS DELETED

         PARTICIPANTS MAY INITIALLY COMMENCE SALARY DEFERRALS:

         E. [ ] ON THEIR ENTRY DATE OR THE FIRST PAYROLL PERIOD FOLLOWING THEIR
                ENTRY DATE.

         F. [ ] ON THE FIRST DAY OF THE MONTH COINCIDENT WITH OR NEXT FOLLOWING
                THEIR ENTRY DATE.

         G. [ ] ON THE FIRST DAY OF EACH PLAN YEAR QUARTER COINCIDENT WITH OR
                NEXT FOLLOWING THEIR ENTRY DATE.

         H. [ ] ON THE FIRST DAY OF THE PLAN YEAR OR THE FIRST DAY OF THE 7TH
                MONTH OF THE PLAN YEAR COINCIDENT WITH OR NEXT FOLLOWING THEIR
                ENTRY DATE.

         I. [X] OTHER: THE FIRST PAYROLL PERIOD ADMINISTRATIVELY FEASIBLE
                       FOLLOWING THE ENTRY DATE.
                      --------------------------------------------------------
                                    (SPECIFY A DATE OR DATES)

         PARTICIPANTS MAY MODIFY SALARY DEFERRAL ELECTIONS:

         J. [ ] AS OF EACH PAYROLL PERIOD

         K. [ ] ON THE FIRST DAY OF EACH MONTH

         L. [ ] ON THE FIRST DAY OF EACH PLAN YEAR QUARTER

         M. [ ] ON THE FIRST DAY OF THE PLAN YEAR OR THE FIRST DAY OF THE 7TH
                MONTH OF THE PLAN YEAR.

         N. [X] OTHER: AT ANY TIME
                       --------------------------------------------------------
                                    (SPECIFY A DATE OR DATES)

                                       14

(c) Copyright 2001 MassMutual Life Insurance Company





<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

         AUTOMATIC ENROLLMENT: SHALL PARTICIPANTS WHO DO NOT AFFIRMATIVELY ELECT
         TO RECEIVE CASH OR HAVE A SPECIFIED AMOUNT CONTRIBUTED TO THE PLAN
         AUTOMATICALLY HAVE COMPENSATION REDUCED?

         O. [ ] NO.

         P. [X] YES, BY 3% OF COMPENSATION, PROVIDED THAT SUCH ENROLLMENT IS
                PERMISSIBLE UNDER THE LAWS OF THE STATE IN WHICH THE
                PARTICIPANTS ARE EMPLOYED IN.

         SHALL THERE BE A SPECIAL EFFECTIVE DATE FOR THE SALARY DEFERRAL
         COMPONENT OF THE PLAN?

         Q. [X] NO

         R. [ ] YES, THE EFFECTIVE DATE OF THE SALARY DEFERRAL COMPONENT OF THE
                PLAN IS __________________________ (ENTER MONTH, DAY AND YEAR).

2.       401(K) SAFE HARBOR PLAN PROVISIONS (PLAN SECTION 12.8)WILL THE ADP
         AND/OR ACP TEST SAFE HARBOR PROVISIONS BE USED? (SELECT A., B. OR C.)

         A. [X] NO. (IF SELECTED, SKIP TO SECTION G3)

         B. [ ] YES, BUT ONLY THE ADP TEST SAFE HARBOR PROVISIONS WILL BE USED.
                (NO EMPLOYER MATCHING CONTRIBUTIONS OR NON-SAFE HARBOR MATCHING
                CONTRIBUTION FORMULA ELECTED.)

         C. [ ] YES, BOTH THE ADP AND ACP TEST SAFE HARBOR PROVISIONS WILL BE
                USED.

                IF C. ABOVE IS SELECTED, DOES THE PLAN PERMIT MATCHING
                CONTRIBUTIONS IN ADDITION TO ANY SAFE HARBOR CONTRIBUTIONS
                ELECTED IN D. OR E. BELOW?

                1. [ ] NO OR N/A. ANY MATCHING CONTRIBUTIONS, OTHER THAN ANY
                       SAFE HARBOR MATCHING CONTRIBUTIONS ELECTED IN D. BELOW,
                       WILL BE SUSPENDED IN ANY PLAN YEAR IN WHICH THE SAFE
                       HARBOR PROVISIONS ARE USED.

                2. [ ] YES, THE EMPLOYER MAY MAKE MATCHING CONTRIBUTIONS IN
                       ADDITION TO ANY SAFE HARBOR MATCHING CONTRIBUTIONS
                       ELECTED IN D. BELOW. (IF ELECTED, COMPLETE THE
                       PROVISIONS OF THE ADOPTION AGREEMENT RELATED TO MATCHING
                       CONTRIBUTIONS IN SECTIONS G3 AND G4 THAT WILL APPLY IN
                       ADDITION TO ANY ELECTIONS MADE IN D. BELOW.

                NOTE: REGARDLESS OF ANY ELECTION MADE IN SECTION G3, THE PLAN
                      AUTOMATICALLY PROVIDES THAT ONLY ELECTIVE DEFERRALS UP TO
                      6% OF COMPENSATION ARE TAKEN INTO ACCOUNT IN APPLYING THE
                      MATCH SET FORTH IN SECTION G3 AND THAT THE MAXIMUM
                      DISCRETIONARY MATCHING CONTRIBUTION THAT MAY BE MADE ON
                      BEHALF OF ANY PARTICIPANT IS 4% OF COMPENSATION.

         THE EMPLOYER WILL MAKE THE FOLLOWING ADP TEST SAFE HARBOR CONTRIBUTION
         FOR THE PLAN YEAR:

         NOTE: THE ACP TEST SAFE HARBOR IS AUTOMATICALLY SATISFIED IF THE ONLY
         MATCHING CONTRIBUTION MADE TO THE PLAN IS EITHER (1) A BASIC MATCHING
         CONTRIBUTION OR (2) AN ENHANCED MATCHING CONTRIBUTION THAT DOES NOT
         PROVIDE A MATCH ON ELECTIVE DEFERRALS IN EXCESS OF 6% OF COMPENSATION.

         D. [ ] SAFE HARBOR MATCHING CONTRIBUTION (SELECT 1. OR 2. AND 3.)

                1. [ ] BASIC MATCHING CONTRIBUTION. THE EMPLOYER WILL MAKE
                       MATCHING CONTRIBUTIONS TO THE ACCOUNT OF EACH "ELIGIBLE
                       PARTICIPANT" IN AN AMOUNT EQUAL TO THE SUM OF 100% OF
                       THE AMOUNT OF THE PARTICIPANT'S ELECTIVE DEFERRALS THAT
                       DO NOT EXCEED 3% OF THE PARTICIPANT'S COMPENSATION, PLUS
                       50% OF THE AMOUNT OF THE PARTICIPANT'S ELECTIVE
                       DEFERRALS THAT EXCEED 3% OF THE PARTICIPANT'S
                       COMPENSATION BUT THAT DO NOT EXCEED 5% OF THE
                       PARTICIPANT'S COMPENSATION.

                2. [ ] ENHANCED MATCHING CONTRIBUTION. THE EMPLOYER WILL MAKE
                       MATCHING CONTRIBUTIONS TO THE ACCOUNT OF EACH "ELIGIBLE
                       PARTICIPANT" IN AN AMOUNT EQUAL TO THE SUM OF:

                       a. [ ] ________% (may not be less than 100%) of the
                              Participant's Elective Deferrals that do not
                              exceed ________% (if over 6% or if left blank,
                              the ACP test will still apply) of the
                              Participant's Compensation, plus, if applicable,

                       b. [ ] ________% of the Participant's Elective Deferrals
                              that exceed


                                       15

(c) Copyright 2001 MassMutual Life Insurance Company
<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


                              _________% of the Participant's Compensation but
                              do not exceed

                              _________% (if over 6% or if left blank the ACP
                              test will still apply) of the Participant's
                              Compensation.

                       NOTE: a. and b. must be completed so that, at any rate
                             of Elective Deferrals, the matching contribution
                             is at least equal to the matching contribution
                             receivable if the Employer were making Basic
                             Matching Contributions, but the rate of match
                             cannot increase as deferrals increase. For
                             example, if a. is completed to provide a match
                             equal to 100% of deferrals up to 4% of
                             Compensation, then b. need not be completed.

                3. [ ] The safe harbor matching contribution will be made on
                       the following basis (and Compensation for such purpose
                       will be based on the applicable period):

                       a. [ ] the entire Plan Year.

                       b. [ ] each payroll period.

                       c. [ ] all payroll periods ending with or within each
                              month.

                       d. [ ] all payroll periods ending with or within the
                              Plan Year quarter.

                       e. [ ] Other (specify) ________________________

         e. [ ] NON-ELECTIVE SAFE HARBOR CONTRIBUTIONS (select one):

                1. [ ] The Employer will make a Safe Harbor Non-elective
                       Contribution to the account of each "Eligible
                       Participant" in an amount equal to __________% (may not
                       be less than 3%) of the Employee's Compensation for the
                       Plan Year.

                2. [ ] The Employer will make a Safe Harbor Non-elective
                       Contribution to another defined contribution plan
                       maintained by the Employer (specify the name of the
                       other plan):
                                    -------------------------------------------
                                                                              .
                       -------------------------------------------------------

         f. [ ] FOR PURPOSES OF THE ADP Test Safe Harbor contribution, the term
                "Eligible Participant" means any Participant who is eligible to
                make Elective Deferrals with the following exclusions:

                1. [ ] Highly Compensated Employees.

                2. [ ] Employees who have not satisfied the greatest minimum
                       age and service conditions permitted under Code Section
                       410(a).

                3. [ ] Other:
                             --------------------------------------------------
                       (must be a category that could be excluded under the
                       permissive or mandatory disaggregation rules of
                       Regulations 1.401(k)-1(b)(3) and 1.401(m)-1(b)(3)).



                SPECIAL EFFECTIVE DATE OF ADP AND ACP TEST SAFE HARBOR
                PROVISIONS

                4. [ ] N/A. The safe harbor provisions are effective as of the
                       later of the Effective Date of this Plan or, if this is
                       an amendment or restatement, the effective date of the
                       amendment or restatement.

                5. [ ]  The ADP and/or ACP Test Safe Harbor provisions are
                        effective for the Plan Year beginning
                        _______________________________ (enter the first day of
                        the Plan Year for which the provisions are (or, for GUST
                        updates, were) effective and, if necessary, enter any
                        other special effective dates that apply with respect to
                        the provisions).

3.       FORMULA FOR DETERMINING EMPLOYER MATCHING CONTRIBUTIONS (Plan Section
         12.1(a)(2)) (Choose one):

         NOTE: Regardless of any election below, if the ACP test safe harbor is
               being used (i.e., Section G2.c. is selected), then the Plan
               automatically provides that only Elective Deferrals up to 6% of
               Compensation are taken into account in applying the match set
               forth below and that the maximum discretionary matching
               contribution that may be made on behalf of any Participant is 4%
               of Compensation.

         a. [ ] N/A. There will not be any matching contributions (Skip to
                Section G5)

         b. [ ] The Employer will make matching contributions equal
                to _________% (e.g., 50) of the Participant's Elective
                Deferrals, plus:

                   a. [ ] N/A.

                   b. [ ] an additional discretionary percentage, to be
                          determined by the Employer.

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                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

                   AND, in determining the matching contribution above, only
                   Elective Deferrals up to the percentage or dollar amount
                   specified below will be matched:
                   (select 3. and/or 4. OR 5.)

                3. [ ] __________ % of a Participant's Compensation.

                4. [ ] $_______________.

                5. [ ] a discretionary percentage of a Participant's
                       Compensation or a discretionary dollar amount to be
                       determined by the Employer each Plan Year on a uniform
                       basis to all Participants.

         c. [ ] The Employer may make matching contributions equal to a
                discretionary percentage of the Participant's Elective Deferrals
                to be determined by the Employer each Plan Year.

         d. [ ] The Employer will make matching contributions equal to the sum
                of:

<Table>
<Caption>
   Elective Deferrals and
Participant Matched Contributions     Percentage Match           Limit
---------------------------------     ----------------           -----
<S>                                   <C>                        <C>
Over 1% up to 2% of Compensation                      %   up to
                                      ----------------           -----
Over 2% up to 3% of Compensation                      %   up to
                                      ----------------           -----
Over 3% up to 4% of Compensation                      %   up to
                                      ----------------           -----
Over 4% up to 5% of Compensation                      %   up to
                                      ----------------           -----
Over 5% up to 6% of Compensation                      %   up to
                                      ----------------           -----
Over 6% up to 7% of Compensation                      %   up to
                                      ----------------           -----
Over 7% up to 8% of Compensation                      %   up to
                                      ----------------           -----
Over 8% up to 9% of Compensation                      %   up to
                                      ----------------           -----
Over 9% up to 10% of Compensation                     %   up to
                                      ----------------           -----
Over 10% of Compensation                              %   up to
                                      ----------------           -----
</Table>

         e. [X] Effective January 1, 2001 the Employer will make matching
                contributions equal to the percentage of Elective Deferrals
                determined under the following schedule based on a Participant's
                Years of Service for Vesting purposes (or Periods of Service if
                the Elapsed Time Method is selected):



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                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


<Table>
<Caption>
Participant's Total Service           Matching Percentage             Limit
---------------------------           -------------------             -----
<S>                                   <C>                            <C>
          0-5                                75%            up to        6%
---------------------------           -------------------             -----

          6-10                              110%            up to        6%
---------------------------           -------------------             -----
          11 or more                        135%            up to        6%
---------------------------           -------------------             -----
                                                            up to
---------------------------           -------------------             -----
                                                            up to
---------------------------           -------------------             -----
                                                            up to
---------------------------           -------------------             -----
</Table>

         NOTE: If c., d. or e. above is elected, the Plan may violate the Code
               Section 401(a)(4) nondiscrimination requirements if the rate of
               matching contributions increases as a Participant's Elective
               Deferrals or Years of Service (or Periods of Service) increase.

         Only Elective Deferrals up to 6% of Compensation will be considered
         for matching contributions

         PERIOD OF DETERMINING MATCHING CONTRIBUTIONS

         Matching contributions will be determined based on Elective Deferrals
         made during the following pay period (and any Compensation or dollar
         limitation used in determining the match will be based on the
         applicable period):

         f. [ ] the entire Plan Year (must elect if Participant is required to
                be actively employed on last day of Plan Year to receive
                matching contributions).

         g. [ ] each payroll period.

         h. [ ] all payroll periods ending within each month.

         i. [ ] all payroll periods ending with or within the Plan Year
                quarter.

         j. [X] Other (specify) entire calendar year during which Participant
                was eligible to participate.

         THE MATCHING CONTRIBUTION MADE ON BEHALF OF ANY PARTICIPANT for any
         Plan Year will not exceed:

         k. [X] N/A, no dollar limit is imposed.

         l. [ ] $_______________.

         MATCHING CONTRIBUTIONS WILL BE MADE ON BEHALF OF:

         m. [X] all Participants.

         n. [ ] only eligible Non-Highly Compensated Employees.

         WILL THE MATCHING CONTRIBUTIONS BE QUALIFIED MATCHING CONTRIBUTIONS?

         o. [X] No.

         p. [ ] Yes. If elected, ALL matching contributions will be fully Vested
                and will be subject to restrictions on withdrawals. In addition,
                Qualified Matching Contributions may be used in either the ADP
                or ACP test.

4.       ONLY PARTICIPANTS WHO SATISFY THE FOLLOWING CONDITIONS WILL BE ELIGIBLE
         TO SHARE IN THE ALLOCATION OF MATCHING CONTRIBUTIONS:REQUIREMENTS FOR
         PARTICIPANTS WHO ARE ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR.

         a. [ ] N/A.

         b. [X] No service requirement (must be elected if the match is not
                based on the entire Plan Year).

         c. [ ] A Participant must complete a Year of Service (or Period of
                Service if the Elapsed Time Method is elected). (May cause Plan
                to violate coverage requirements under Code Section 410(b)).

         REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END
         OF THE PLAN YEAR (except as otherwise provided in h. through j. below).

         d. [ ] A Participant must complete more than __________ Hours of
                Service (not more than 1,000). If the Elapsed Time Method is
                elected, ________ months of service (not more than six (6)).

         e. [ ] A Participant must complete a Year of Service (or Period of
                Service if the Elapsed Time Method is elected).

         f. [ ] Participants will NOT share in such allocations, regardless of
                service.

         g. [X] Participants will share in such allocations, regardless of
                service (must be elected if the match is not based on the entire
                Plan Year).

                                       18

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<PAGE>


                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

         PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR
         due to the following shall be eligible to share in the allocation of
         matching contributions regardless of the above conditions (select all
         that apply):

         h. [ ] Death.

         i. [ ] Total and Permanent Disability.

         j. [ ] Attainment of Early or Normal Retirement.

5.       FORMULA FOR DETERMINING EMPLOYER'S PROFIT SHARING CONTRIBUTION (Plan
         Section 12.1(a)(3)) (d. may be selected in addition to b. or c.)

         a. [ ] N/A. No Employer Profit Sharing Contributions may be made (other
                than top heavy minimum contributions)(Skip to Section G6.)

         b. [X] Discretionary, to be determined by the Employer, not limited to
                current or accumulated Net Profits.

         c. [ ] Prevailing Wage Contribution. The Employer will make a
                Prevailing Wage Contribution on behalf of each Participant who
                performs services subject to the Service Contract Act,
                Davis-Bacon Act or similar Federal, State, or Municipal
                Prevailing Wage statutes. The Prevailing Wage Contribution shall
                be an amount equal to the balance of the fringe benefit payment
                for health and welfare for each Participant (after deducting the
                cost of cash differential payments for the Participant) based on
                the hourly contribution rate for the Participant's employment
                classification, as designated on Schedule A as attached to this
                Adoption Agreement. Notwithstanding anything in the Plan to the
                contrary, the Prevailing Wage Contribution shall be fully
                Vested. Furthermore, the Prevailing Wage Contribution shall not
                be subject to any age or service requirements set forth in
                Section C.nor to any service or employment conditions set forth
                in Section G7.

         AND, if c. is selected, is the Prevailing Wage Contribution considered
         a Qualified Non-Elective Contribution?

         1. [ ] Yes.

         2. [ ] No.

         CONTRIBUTION ALLOCATIONS

         If b. above is selected, the Employer's discretionary profit sharing
         contribution for a Plan Year will be allocated as follows:

         d. [X] NON-INTEGRATED ALLOCATION

                1. [X] In the same ratio as each Participant's Compensation
                       bears to the total of such Compensation of all
                       Participants.

                2. [ ] In the same dollar amount to all Participants (per
                       capita).

                3. [ ] In the same dollar amount per Hour of Service completed
                       by each Participant.

                4. [ ] In the same proportion that each Participant's points
                       bears to the total of such points of all Participants. A
                       Participant's points with respect to any Plan Year shall
                       be computed as follows (select all that apply):

                       a. [ ] _____ point(s) shall be allocated for each Year
                              of Service (or Period of Service if the Elapsed
                              Time Method is elected). However, the maximum
                              Years of Service (or Periods of Service) taken
                              into account shall not exceed ________ (leave
                              blank if no limit on service applies).

                       b. [ ] _____ point(s) shall be allocated for each full
                              $_________ (may not exceed $200) of Compensation.

                       c. [ ] _____ point(s) shall be allocated for each year
                             of age as of the end of the Plan Year.

         e. [ ] INTEGRATED ALLOCATION

                In accordance with Plan Section 4.3(b)(2) based on a
                Participant's Compensation in excess of:

                1. [ ] The Taxable Wage Base.

                2. [ ] __________% (not to exceed 100%) of the Taxable Wage
                        Base. (See Note below)

                3. [ ] 80% of the Taxable Wage Base plus $1.00.

                4. [ ] $_______________ (not greater than the Taxable Wage
                       Base). (See Note below)

                NOTE: The integration percentage of 5.7% shall be reduced to:

                      1. 4.3% if 2. or 4. above is more than 20% and less than
                         or equal to 80% of the Taxable Wage Base.

                      2. 5.4% if 3. is elected or if 2. or 4. above is more
                         than 80% of the Taxable Wage Base.


                                       19

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<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

6.       QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section 12.1(a)(4))

         NOTE: Regardless of any election made in this Section, the Plan
         automatically permits Qualified Non-Elective Contributions to correct
         a failed ADP or ACP test.

         a. [X] N/A. There will be no additional Qualified Non-Elective
                Contributions except as otherwise provided in the Plan.

         b. [ ] The Employer will make a Qualified Non-Elective Contribution
                equal to __________% of the total Compensation of those
                Participants eligible to share in the allocations.

         c. [ ] The Employer may make a Qualified Non-Elective Contribution in
                an amount to be determined by the Employer, to be allocated in
                proportion to the Compensation of those Participants eligible to
                share in the allocations (pro rata).

         d. [ ] The Employer may make a Qualified Non-Elective Contribution in
                an amount to be determined by the Employer, to be allocated
                equally to all Participants eligible to share in the allocations
                (per capita).

                AND, if b., c. or d. is selected, the Qualified Non-Elective
                Contributions above will be made on behalf of:

                1. [ ] all Participants.

                2. [ ] only Non-Highly Compensated Employees.

7.       REQUIREMENTS TO SHARE IN ALLOCATIONS OF EMPLOYER DISCRETIONARY PROFIT
         SHARING CONTRIBUTIONS AND QUALIFIED NON-ELECTIVE CONTRIBUTIONS (PLAN
         SECTION 12.1(A)(4)) IF ELECTED ABOVE

         a. [ ] N/A. Plan does not permit such contributions.

         b. [X] Requirements for Participants who are actively employed at the
                end of the Plan Year.

                1. [X] No service requirement.

                2. [ ] A Participant must complete a Year of Service (or Period
                       of Service if the Elapsed Time Method is elected).
                       (Could cause Plan to violate coverage requirements under
                       Code Section 410(b)).

         REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE
         END OF THE PLAN YEAR (except as otherwise provided in g. through i.
         below).

         c. [ ] A Participant must complete more than __________ Hours of
                Service (not more than 1000). (If the Elapsed Time Method is
                elected, a Participant must complete not more than six (6)
                months of service.)

         d. [ ] A Participant must complete a Year of Service (or Period of
                Service if the Elapsed Time Method is elected).

         e. [X] Participants will NOT share in such allocations, regardless of
                service.

         f. [ ] Participants will share in such allocations, regardless of
                service.

         PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR
         due to the following will be eligible to share in the allocations
         regardless of the above conditions (select all that apply):

         g. [ ] Death

         h. [ ] Total and Permanent Disability

         i. [ ] Attainment of Early or Normal Retirement.

8.       REQUIREMENTS TO SHARE IN ALLOCATIONS OF FORFEITURES OF EMPLOYER PROFIT
         SHARING AND MATCHING CONTRIBUTIONS

         a. [ ] N/A. Plan does not permit such contributions.

         b. [ ] Requirements for Participants who are actively employed at the
                end of the Plan Year.

                1. [X] No service requirement

                2. [ ] A Participant must complete a Year of Service (or
                       Period of Service if the Elapsed Time Method is
                      elected). (Could cause Plan to violate coverage
                      requirements under Code Section 410(b).

         REQUIREMENTS FOR PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE
         END OF THE PLAN YEAR (except as otherwise provided in g. through i.
         below).

         c. [ ] A Participant must complete more than ___________ Hours of
                Service (not more than 1000). If the Elapsed Time Method is
                elected, a Participant must complete ___________ months of
                service (not more than six (6)).

         d. [ ] A Participant must complete a Year of Service (or Period of
                Service is the Elapsed Time Method is elected).

         e. [X] Participants will NOT share in such allocations, regardless of
                service.

         f. [ ] Participants will share in such allocations, regardless of
                service.

         PARTICIPANTS WHO ARE NOT ACTIVELY EMPLOYED AT THE END OF THE PLAN YEAR
         due to the following will be eligible to share in the allocations
         regardless of the above conditions (select all that apply):

         g. [ ] Death

         h. [ ] Total and Permanent Disability

         i. [ ] Attainment of Early or Normal Retirement.



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<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN

9.       FORFEITURES (Plan Sections 4.3(e))

         Forfeitures of profit sharing contributions will be...

         a. [X] applied first to reduce expenses related to the administration
                of the Plan and then to reduce any Employer contributions.
                (Elect this only if plan expenses are billed to the Employer)

         b. [ ] applied to reduce any Employer contributions. (Elect this only
                if plan expenses are deducted from Participant accounts)

         c. [ ] added to any Employer discretionary profit sharing contribution.

         d. [ ] reallocated to all Participants eligible to share in the
                allocations in the same proportion that each Participant's
                Compensation for the Plan Year bears to the Compensation of all
                Participants for such year (pro rata).

         e. [ ] N/A. Contributions are fully vested.

         Forfeitures of matching contributions will be...

         f. [ ] N/A. Matching contributions are 100% vested or no matching
                contributions.

         g. [X] applied first to reduce expenses related to the administration
                of the Plan and then to reduce any Employer contributions.
                (Elect only if plan expenses are billed to the Employer)

         h. [ ] applied to reduce the Employer matching contributions.

         i. [ ] added to the Employer matching contributions and allocated as an
                additional matching contribution.

10.      LIMITATIONS ON ALLOCATIONS (Plan Section 4.4)

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

         a. [X] N/A. The Employer does not maintain another qualified defined
                contribution plan.

         b. [ ] The provisions of Plan Section 4.4(b) will apply as if the other
                plan were a Master or Prototype Plan (contributions under this
                plan will be reduced to the Maximum Permissible Amount).

         c. [ ] Specify 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:

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

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

H.  DISTRIBUTIONS

11.      FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6)

         Distributions under the Plan may be made in (select all that apply)...

         a. [X] lump-sums.

         b. [ ] substantially equal installments.

         c. [ ] partial withdrawals.

         AND, pursuant to Plan Section 6.12,

         d. [X] no annuities are allowed (Plan Section 6.12(b) will apply and
                the joint and survivor rules of Code Sections 401(a)(11) and 417
                will not apply to the Plan).

         e. [ ] annuities are allowed as the normal form of distribution (Plan
                Section 6.12 will not apply and the joint and survivor rules of
                Code Section 401(a)(11) and 417 will automatically apply). If
                elected. the Pre-Retirement Survivor Annuity will be equal to
                100% of Participant's interest in the Plan.

         f. [ ] joint and 100% survivor annuities are allowed but are not the
                normal form of distribution (Plan Section 6.12(c) will apply and
                the joint and survivor rules of Code Section 401(a)(11) and 417
                will only apply if an annuity form of distribution is elected by
                a Participant).

         AND if e. or f. is elected, the normal form of the Qualified Joint and
                Survivor Annuity will be a joint and 50% survivor annuity unless
                otherwise elected below:

                1. [ ] N/A.

                2. [ ] Joint and 100% survivor annuity.

                3. [ ] Joint and 75% survivor annuity.

                4. [ ] Joint and 66 2/3% survivor annuity.

         AND, distributions may be made in...

         g. [ ] cash only (except for insurance or annuity contracts).

         h. [X] cash or property (property is limited to Employer stock only).

         NOTE: Carry forward of joint and survivor annuity rules. If this Plan
         has accepted a plan-to-plan transfer (other than a direct rollover) of
         assets from a plan which permitted annuities as the normal form of
         distribution, the joint and survivor annuity rules shall apply to the
         Participant's entire interest in the Plan.


                                       21

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<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


12.      CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT

         Distributions upon termination of employment pursuant to Plan Section
         6.4(a) of the Plan will not be made unless the following conditions
         have been satisfied:

         a. [ ] No distributions may be made until a Participant has reached
                Early or Normal Retirement Date.

         b. [X] Distributions may be made as soon as administratively feasible
                at the Participant's election.

         c. [ ] The Participant has incurred ____________ (elect either one (1)
                or five (5)) consecutive 1-Year Break(s) in Service (or
                Period(s) of Severance if the Elapsed Time Method is elected).

         d. [ ] Distributions may be made at the Participant's election as soon
                as administratively feasible after the end of the Plan Year
                coincident with or next following termination of employment.

         e. [ ] Distribution from a Participant's Elective Deferral, Transfer
                and Rollover Accounts may be made immediately at the
                Participant's election and all other accounts will be
                distributed as elected above.


13.      INVOLUNTARY DISTRIBUTIONS (Automatic cash-outs)

         Will involuntary distributions of amounts less than $5,000 be made in
         accordance with the provisions of Sections 6.4, 6.5 and 6.6?

         a. [X] Yes

         b. [ ] No

14.      MINIMUM DISTRIBUTION TRANSITIONAL RULES (Plan Section 6.5(e))

         NOTE: This Section does not apply to (1) a new Plan or (2) an amendment
               or restatement of an existing Plan that never contained the
               provisions of Code Section 401(a)(9) as in effect prior to the
               amendments made by the Small Business Job Protection Act of 1996
               (SBJPA).

         The "required beginning date" for a Participant who is not a "five
         percent (5%) owner" is:

         a. [ ] N/A. (This is a new Plan or this Plan has never included the
                pre-SBJPA provisions.)

         b. [ ] April 1st of the calendar year following the year in which the
                Participant attains age 70 1/2. (The pre-SBJPA rules will
                continue to apply.)

         c. [ ] April 1st of the calendar year following the later of the year
                in which the Participant attains age 70 1/2 or retires (the
                post-SBJPA rules), with the following exceptions (select one or
                both and if no election is made, both will apply effective as of
                January 1, 1996):

                1. [ ] A Participant who was already receiving required minimum
                       distributions under the pre-SBJPA rules as of
                       ___________________________________ (not earlier than
                       January 1, 1996) may elect to stop receiving
                       distributions and have them recommence in accordance
                       with the post-SBJPA rules. Upon the recommencement of
                       distributions, if the Plan permits annuities as a form
                       of distribution then the following will apply:

                       a. [ ] N/A. Annuity distributions are not permitted.

                       b. [ ] Upon the recommencement of distributions, the
                              original Annuity Starting Date will be retained.

                       c. [ ] Upon the recommencement of distributions, a new
                              Annuity Starting Date is created.

                2. [ ] A Participant who had not begun receiving required
                       minimum distributions as of __________________________
                       (not earlier than January 1, 1996) may elect to defer
                       commencement of distributions until retirement. The
                       option to defer the commencement of distributions (i.e.,
                       to elect to receive in-service distributions upon
                       attainment of age 70 1/2) will apply to all such
                       Participants unless the option b. below is elected:

                       a. [ ] N/A

                       b. [ ] The in-service distribution option is eliminated
                              with respect to Participants who attain age
                              70 1/2 in or after the calendar year that begins
                              after the later of (1) December 31, 1998, or (2)
                              the adoption date of the amendment and
                              restatement to bring the Plan into compliance
                              with SBJPA. (This option may only be elected if
                              the amendment to eliminate the in-service
                              distribution is adopted no later than the last
                              day of the remedial amendment period that
                              applies to the Plan for changes under SBJPA.)

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

         a. [ ] be recalculated if the Participant so elects.

         b. [ ] be automatically recalculated.

         c. [ ] not be recalculated.


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<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


16.      HARDSHIP DISTRIBUTIONS (Plan Sections 6.11 and/or 12.9)

         a. [ ] No hardship distributions are permitted.

         b. [X] Hardship distributions are permitted from the following accounts
                (contribution sources) (select all that apply):

                1. [X] All accounts

                2. [ ] Participant's Elective Deferral Account.

                3. [ ] Participant's Account attributable to Employer matching
                       contributions.

                4. [ ] Participant's Account attributable to Employer profit
                       sharing contributions.

                5. [ ] Participant's Rollover Account.

                6. [ ] Participant's Transfer Account.

         NOTE: Distributions from a Participant's Elective Deferral Account are
               limited to the portion of such account attributable to such
               Participant's Elective Deferrals. Hardship distributions are not
               permitted from a Participant's Qualified Non-Elective Account
               (including any 401(k) Safe Harbor Contributions) or Qualified
               Matching Contribution Account.

         AND, shall the safe harbor hardship rules of Plan Section 12.9 apply
         to distributions made from all accounts? (NOTE: The safe harbor
         hardship rules automatically apply to hardship distributions from the
         Participant's Elective Deferral Account).

         c. [ ] No or N/A. The provisions of Plan Section 6.11 apply to hardship
                distributions made from all accounts other than a Participant's
                Elective Deferral Account.

         d. [X] Yes. The provisions of Plan Section 12.9 apply to all hardship
                distributions.

17.      IN-SERVICE DISTRIBUTIONS (Plan Section 6.10)

         a. [ ] In-service distributions may not be made (except as otherwise
                elected under Hardship Distributions above).

         b. [X] In-service distributions may be made to a Participant who has
                not separated from service as elected below:

                1. [X] All accounts provided the following conditions are
                       satisfied (select all that apply):

                       a. [X] the Participant has attained age 59 1/2.

                       b. [ ] the Participant has reached Normal Retirement
                              Age.

                       c. [ ] the Participant has been a Participant in the
                              Plan for at least _______________ years (may not
                              be less than five (5)).

                       d. [ ] the amounts being distributed have accumulated
                              in the Plan for at least two (2) years.

                2. [ ] Participant's accounts attributable to Employer matching
                       and profit sharing contributions provided the following
                       conditions are satisfied (select all that apply):

                       a. [ ] the Participant has attained age ______________.

                       b. [ ] the Participant has reached Normal Retirement
                              Age.

                       c. [ ] the Participant has been a Participant in the
                              Plan for at least _____________ years (may not
                              be less than five (5)).

                       d. [ ] the amounts being distributed have accumulated in
                              the Plan for at least two (2) years.

                3. [ ] Participant's Elective Deferral, Qualified Non-Elective
                       Contribution and Qualified Matching Contribution
                       Accounts provided the following conditions are satisfied
                       (select all that apply):

                       NOTE: May not be distributed prior to age 59 1/2.

                       a. [ ] the Participant has attained age _______________.

                       b. [ ] the Participant has reached Normal Retirement
                              Age.

                       c. [ ] the Participant has been a Participant in the
                              Plan for at least ______________ years (may not
                              be less than five (5)).

                       d. [ ] the amounts being distributed have accumulated
                              in the Plan for at least two (2) years.

                4. [ ] Participant's Rollover and Transfer Accounts provided
                       the following conditions are satisfied (select all that
                       apply):

                       NOTE: Transfer Accounts may not be eligible for
                             in-service distributions depending on the source
                             of the transferred amount (i.e. defined benefit
                             and money purchase plan sources).

                       a. [ ] the Participant has attained age ______________.

                       b. [ ] the Participant has reached Normal Retirement
                              Age.

                       c. [ ] the Participant has been a Participant in the
                              Plan for at least ________________ years (may
                              not be less than five (5)).

                       d. [ ] the amounts being distributed have accumulated
                              in the Plan for at least two (2) years.

                       e. [ ] May be distributed any time.

         NOTE: Employee after-tax contributions (and related earnings) may be
               distributed at the Participant's request.


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<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


I.  NONDISCRIMINATION TESTING

18.      HIGHLY COMPENSATED EMPLOYEE (Plan Section 1.31)

         NOTE: If this is a GUST restatement be sure to complete the questions
               in Section M.

         Top-Paid Group Election - Will the top-paid group election be used in
         determining Highly Compensated Employees?

         a. [ ] Yes

         b. [X] No

         Calendar Year Data Election - Will the calendar year data election be
         used in determining Highly Compensated Employees? (for non-calendar
         Plan Years)

         c. [X] Yes

         d. [ ] No

19.      ADP AND ACP TESTS (Plan Sections 12.4 and 12.6). The ADP ratio and ACP
         ratio for Non-Highly Compensated Employees will be based on the
         following:

         a. [ ] N/A. This Plan satisfies the ADP and ACP Test Safe Harbor rules
                by making a Basic Matching Contribution or an Enhanced Matching
                Contribution for all Plan Years beginning on or after the
                Effective Date of the Plan or, in the case of an amendment and
                restatement, for all Plan Years to which the amendment and
                restatement relates.

         b. [ ] PRIOR YEAR TESTING ELECTION: The prior year ratio will be used
                for the ADP AND ACP tests. (Note: If this election is made for
                the first year the Code Section 401(k) or 401(m) feature is
                added to this Plan (unless this Plan is a successor plan), the
                amount taken into account as the ADP and ACP of Non-Highly
                Compensated Employees for the preceding Plan Year may be 3%).

         c. [X] CURRENT YEAR TESTING: The current year ratio will be used for
                the ADP and ACP tests for 2001.

         NOTE: Effective with respect to Plan Years beginning after the date the
               GUST restatement is adopted, the Plan must use the same testing
               method for both the ADP and ACP tests.

J.  TOP-HEAVY REQUIREMENTS

20.      TOP-HEAVY DUPLICATIONS FOR EMPLOYERS MAINTAINING A DEFINED BENEFIT
         PLAN (Plan Section 4.3(i)): When a Non-Key Employee is a Participant in
         this Plan and a Defined Benefit Plan maintained by the Employer,
         indicate which method shall be utilized to avoid duplication of
         Top-Heavy minimum benefits (if b., c., d. or e. is elected, f. must be
         completed).

         a. [X] N/A. The Employer does not maintain a Defined Benefit Plan. (Go
                to next Section J 1g)

         b. [ ] 5% defined contribution minimum under this Plan.

         c. [ ] 2% defined benefit minimum.

         d. [ ] The full Top-Heavy minimum contribution will be provided in each
                plan (if selected, Plan Section 4.3(i) shall not apply).

         e. [ ] Specify the method under which the Plans will provide Top-Heavy
                minimum benefits for Non-Key Employees that will preclude
                Employer discretion and avoid inadvertent omissions:

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

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

         NOTE: If b., c., d. or e. is selected and the Defined Benefit Plan and
               this Plan do not benefit the same Participants, the uniformity
               requirement of the Section 401(a)(4) Regulations may be violated.

         AND, the "Present Value of Accrued Benefit" (Plan Section 9.2) for
         Top-Heavy purposes shall be based on...

         f. [ ] Interest Rate:
                              -------------------------------------------------

                Mortality Table:
                                -----------------------------------------------


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<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


         TOP-HEAVY DUPLICATIONS FOR EMPLOYERS MAINTAINING A DEFINED CONTRIBUTION
         PLAN (Plan Section 4.3(f)): When a Non-Key Employee is a Participant in
         this Plan and another defined contribution plan maintained by the
         Employer, indicate which method shall be utilized to avoid duplication
         of Top-Heavy minimum benefits:

         g. [X] N/A. The Employer does not maintain another qualified defined
                contribution plan.

         h. [ ] A minimum, non-integrated contribution of 3% of each Non-Key
                Employee's 415 Compensation shall be provided in the Money
                Purchase Plan (or other plan subject to Code Section 412).

         i. [ ] A minimum, non-integrated contribution of 3% of each Non-Key
                Employee's 415 Compensation shall be made to this Plan.

         j. [ ] Specify the method under which the Plans will provide Top-Heavy
                minimum benefits for Non-Key Employees that will preclude
                Employer discretion and avoid inadvertent omissions, including
                any adjustments required under Code Section 415:

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

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

K.  LOANS

21.      LOANS TO PARTICIPANTS (Plan Section 7.6) All loans shall be treated as
         Participant Directed Investments.

         NOTE: Department of Labor Regulations require the adoption of a
               separate written loan program setting forth the requirements
               outlined in Section 7.6 of the Plan.

         a. [ ] Loans are not permitted.

         b. [X] Loans are permitted.

         IF loans are permitted (select all that apply):

         c. [ ] loans will only be made for hardship or financial necessity.

         d. [X] a Participant may only have 2 (not to exceed 5) loan(s)
                outstanding at any time.

         e. [X] the minimum loan will be $1,000 (may not exceed $1,000).

         f. [X] the repayment period for loans to purchase a principal
                residence can exceed 5 years.

         g. [X] all outstanding loan balances will become due and payable in
                their entirety upon the occurrence of a distributable event
                (other than satisfaction of the conditions for an in-service
                distribution).

         h. [X] loans will only be permitted from the following accounts (select
                all that apply):

                1. [X] All accounts.

                2. [ ] Participant's Elective Deferral Account.

                3. [ ] Qualified Matching Contribution Account and/or portion
                       of Participant's Account attributable to Employer
                       matching contributions.

                4. [ ] Participant's Account attributable to Employer profit
                       sharing contributions.

                5. [ ] Qualified Non-Elective Contribution Account.

                6. [ ] Participant's Rollover Account.

                7. [ ] Participant's Transfer Account.

                8. [ ] Participant's Voluntary Contribution Account.

         i. [X] The following accounts shall be included for calculating the
                maximum loan amount calculation (i.e. 50% of the vested account
                balance):

                1. [X] All accounts.

                2. [ ] Participant's Elective Deferral Account.

                3. [ ] Qualified Matching Contribution Account and/or portion
                       of Participant's Account attributable to Employer
                       matching contributions.

                4. [ ] Participant's Account attributable to Employer profit
                       sharing contributions.

                5. [ ] Qualified Non-Elective Contribution Account.

                6. [ ] Participant's Rollover Account.

                7. [ ] Participant's Transfer Account.

                8. [ ] Participant's Voluntary Contribution Account.



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<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


L.  MISCELLANEOUS

22.      DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.10) instructions will be
         made by the:

         a. [ ] Administrator for all contributions.

         b. [ ] Participant for all contributions.

         c. [ ] Administrator for Company contributions, and Participant for
                Participant contributions (including Elective Deferrals).

         d. [ ] Participant for Rollover and Transfer Accounts only;
                Administrator for all other contributions.

         e. [X] Other (specify): Administrator as to initial company
                                 contributions and Participant as to all other
                                 contributions and as to re-investmnet of
                                 Company contributions
                                 ----------------------------------------------

         AND, is it intended that the Plan comply with ERISA Section 404(c)
         with respect to the accounts subject to Participant investment
         direction? (Must elect "No" if any Employer investment selection
         applies).

         f. [ ] No

         g. [X] Yes

         AND, will voting rights on directed investments be passed through to
         Participants?

         h. [ ] No. Employer stock is not an alternative OR Plan is not intended
                to comply with Act Section 404(c).

         i. [X] Yes, for Employer stock only.

23.      TRANSFERS AND ROLLOVERS (Plan Section 4.6)

         a. [X] Transfers from qualified plans and rollovers will be accepted by
                this Plan.

         b. [ ] Transfers from qualified plans and rollovers will not accepted
                by this Plan.

         AND, if a. is elected, transfers and rollovers may be accepted...

         c. [X] from any Eligible Employee, even if not yet a Participant.

         d. [ ] from Participants only.

24.      AFTER-TAX VOLUNTARY EMPLOYEE CONTRIBUTIONS (Plan Section 4.8)

         a. [X] After-tax voluntary Employee contributions will not be allowed.

         b. [ ] After-tax voluntary Employee contributions will be allowed.

         If b. is elected, each Participant may elect to have Compensation
         reduced by...

                1. [ ] up to_____________%

                2. [ ] up to the maximum percentage allowable not to exceed
                       Code Section 415.

         If b. is elected, may the Employer make matching contributions with
         respect to the after-tax voluntary Employee contributions (Participant
         Matched Contributions)?

                3. [ ] No

                4. [ ] Yes, based on the matching formula with respect to
                       Elective Deferrals.

                5. [ ] Yes, based on the matching formula as described below:

                       ______________________________________________________


25.      LIFE INSURANCE

         a. [X] Life insurance may not be purchased.

         b. [ ] Life insurance may be purchased.


26.      FORFEITURE RESTORATION (Plan Section 4.3(d)) A reinstated Participant
         must repay the full amount distributed to him attributable to Employer
         contributions (excluding Employee deferrals) at termination of
         employment prior to restoration of any forfeited nonvested account
         balance:

         a. [ ] Yes.

         b. [ ] No.

         c. [X] Not applicable (100%) vesting or no Employer contributions).

         HIGHLY COMPENSATED EMPLOYEE (Plan Section 1.31)

         TOP-PAID GROUP ELECTION. Will the top-paid group election be made?
         (The election made below for the latest year will continue to apply to
         subsequent Plan Years unless a different election is made.)

         a. [ ] Yes, for the Plan Year beginning in: ________________________.

         b. [X] No, for the Plan Year beginning in: _________________________.

                                       26

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<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


         CALENDAR YEAR DATA ELECTION. Will the calendar year data election be
         used? (The election made below for the latest year will continue to
         apply to subsequent Plan Years unless a different election is made.)

         c. [ ] Yes, for the Plan Year beginning in: _________________________.

         d. [ ] No, for the Plan Year beginning in: __________________________.

     GUST TRANSITION RULES

         The following questions only apply if this is a GUST restatement (i.e.,
         Section B2e is selected). If this is not a GUST restatement, then this
         Plan will not be considered an individually designed plan merely
         because the following questions are deleted from the Adoption
         Agreement.

27.      COMPENSATION

         The family aggregation rules of Code Section 401(a)(17) as in effect
         under Code Section 414(q)(6) prior to the enactment of SBJPA do not
         apply to this Plan effective as of:

         a. [X] The first day of the first Plan Year beginning after 1996.

         b. [ ] ___________________________ (may not be prior to the first day
                of the first Plan Year beginning in 1997 and may not be later
                than the first day of the Plan Year following the Plan Year in
                which this GUST restatement is adopted).

         NOTE: If family aggregation continued to apply after 1996, the Plan is
               not a safe harbor plan for Code Section 401(a)(4) purposes and
               the Employer may not rely on the opinion letter issued by the
               Internal Revenue Service that this Plan is qualified under Code
               Section 401.

28.      LIMITATION ON ALLOCATIONS AND TOP-HEAVY RULES

         If any Participant is a Participant in this Plan and a qualified
         defined benefit plan maintained by the Employer, then the limitations
         of Code Section 415(e) do not apply to this Plan effective with
         respect to Limitation Years beginning on or after:

         a. [ ] N/A. The Employer does not maintain, and has never maintained, a
                qualified defined benefit plan OR the provisions of Code Section
                415(e) have already been removed from this Plan.

         b. [X] July 1, 2000 (may not be prior to the first Limitation Year
                beginning in 2000 and may not be later than the first
                Limitation Year beginning after the Limitation Year in which
                this GUST restatement is adopted).

         NOTE: If the Code Section 415(e) limits continued to apply to
               Limitation Years beginning after 1999, the Plan is not a safe
               harbor plan for Code Section 401(a)(4) purposes.

         AND, if b. is selected with a date that is later than the effective
         date of this GUST restatement, then with respect to the Limitation
         Year in which this restatement is adopted, if any Participant is a
         Participant in this Plan and a qualified defined benefit plan
         maintained by the Employer, specify the method under which the plans
         involved will provide top-heavy minimum benefits for Non-Key Employees
         and will satisfy the limitations of Code Section 415(e) in a manner
         that precludes Employer discretion:

         c. [ ] N/A. The effective date of the GUST restatement is the date the
                provisions of Code Section 415(e) no longer apply to this Plan.

         d. [ ]
                ---------------------------------------------------------------

         NOTE: If the Top-Heavy minimum benefit is only provided in one plan
               and the Defined Benefit Plan and this Plan do not benefit the
               same Participants, the uniformity requirement of the Section
               401(a)(4) Regulations may be violated.

29.      INVOLUNTARY DISTRIBUTIONS

         If the Plan provides for involuntary distributions (i.e., H3.a. is
         elected) then the increase in the involuntary amount threshold from
         $3,500 to $5,000 became effective with respect to distributions made
         on or after:

         a. [ ] N/A. The plan doesn't provide for involuntary distributions less
                than $5,000.

         b. [X] August 6, 1997, or if later July 1, 2000 (leave blank
                if not applicable).

                                       27

(c) Copyright 2001 MassMutual Life Insurance Company




<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


30.       MINIMUM DISTRIBUTIONS

         The proposed Code Section 401(a)(9) Regulations issued in January 2001
         apply with respect to distributions under the Plan made on or after
         January 1, 2001, unless a later date is specified below:

         a. [X] N/A

         b. [ ] _______________ (may be any date in 2001 or the first day of
                any calendar year after 2001).

         AND, if b. is selected, for years prior to the date specified above,
         life expectancies for minimum distributions required pursuant to Code
         Section 401(a)(9) shall...

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

         d. [ ] be recalculated.

         e. [ ] not be recalculated.

31.      NONDISCRIMINATION TESTING ELECTIONS.

         a.  Top-Paid Group Elections - The top-paid group election for
             determining Highly Compensated Employees was made for Plan Years
             beginning in:

             [ ] 1997    [ ] 1998    [ ] 1999    [ ] 2000    [ ] Other
                                                                       ----

         b.  Calendar Year Data Election - The calendar year data election for
             determining Highly Compensated Employees for non-calendar Plan
             Years was made for Plan Years beginning in:

             [ ] 1997    [ ] 1998    [ ] 1999    [X] 2000    [ ] Other
                                                                       ----

         c.  Prior Year ADP Testing Election - The prior year testing election
             for the ADP test was made for Plan Years beginning in:

             [ ] 1997    [ ] 1998    [ ] 1999    [X] 2000    [ ] Other
                                                                       ----

         d.  Current Year ADP Testing Election - The current year testing
             election for the ADP test was made for Plan Years beginning in:

             [ ] 1997    [ ] 1998    [ ] 1999    [ ] 2000    [X] Other 2001
                                                                       ----

         e.  Prior Year ACP Testing Election - The prior year testing election
             for the ACP test was made for Plan Years beginning in:

             [ ] 1997    [ ] 1998    [ ] 1999    [X] 2000    [ ] Other
                                                                       ----

         f.  Current Year ACP Testing Election - The current year testing
             election for the ACP test was made for Plan Years beginning in:

             [ ] 1997    [ ] 1998    [ ] 1999    [ ] 2000    [X] Other 2001
                                                                       ----

                                       28

(c) Copyright 2001 MassMutual Life Insurance Company

<PAGE>
                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


This Adoption Agreement can only be utilized by plan sponsors who invest in a
MassMutual group annuity contract. If the Plan no longer invests assets in a
MassMutual group annuity contract, this copywritten plan document is no longer
valid with respect to such Plan.

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

This Adoption Agreement may be used only in conjunction with Basic Plan Document
#01. This Adoption Agreement and the Basic Plan Document shall together be known
as MassMutual Flexinvest(R) Prototype Non-Standardized 401(k) Profit Sharing
Plan #01-003.

The adoption of this Plan, its qualification by the IRS, and the related tax
consequences are the responsibility of the Employer and its independent tax and
legal advisors. The Employer shall rely on independent tax counsel to the extent
deemed necessary to complete this document.

MassMutual will notify the adopting Employer of any amendments made to the Plan
or of the discontinuance or abandonment of the Plan provided this Plan has been
acknowledged by MassMutual or its authorized representative. Furthermore, in
order to be eligible to receive such notification, the adopting Employer agrees
to notify MassMutual of any change in address.

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

MassMutual

By:
   ---------------------------------------------------------

With regard to any questions regarding the provisions of the Plan, adoption of
the Plan, or the effect of an opinion letter from the IRS, call or write:

Name:      MassMutual Retirement Services Compliance Department

Address:   1295 State Street

           Springfield, Massachusetts 01111-0001

Telephone: (413) 788-8411



                                       29

(c) Copyright 2001 MassMutual Life Insurance Company

<PAGE>

                                     NON-STANDARDIZED 401(k) PROFIT SHARING PLAN


The Employer and Trustee hereby cause this Plan to be executed on February 11,
2002. Furthermore, this Plan may not be used unless acknowledged by MassMutual
Life Insurance Company or its authorized representative.

EMPLOYER


By: /s/ HELEN R. DUGAND
   -----------------------------------------------------------

   Helen R. Dugand, President of SCI Administratives Services L.L.C.
   ----------------------------------------------------------------------------
                             Printed Name and Title

The signature of the Trustee (if applicable) appears on a separate trust
agreement attached to the Plan,


PARTICIPATING EMPLOYER


By: /s/ RICHARD L. BOWE
   ----------------------------------------------------------

   Richard L. Bowe, President, CemCare, Inc.
   ----------------------------------------------------------------------------
                             Printed Name and Title


PARTICIPATING EMPLOYER


By: /s/ BRIAN R. GREENHOUSE
   ---------------------------------------------------------

   Brian R. Greenhouse, Chief Financial Officer, Marsellus Casket Company, Inc.
   ----------------------------------------------------------------------------
                             Printed Name and Title

PARTICIPATING EMPLOYER


By:
   ----------------------------------------------------------


   ----------------------------------------------------------------------------
                             Printed Name and Title


PARTICIPATING EMPLOYER (attach additional signature pages as necessary)


By:
   ---------------------------------------------------------


   ----------------------------------------------------------------------------
                             Printed Name and Title



                                       30

(c) Copyright 2001 MassMutual Life Insurance Company

<PAGE>


                                ADDENDUM A TO THE
                       SCI 401(k) RETIREMENT SAVINGS PLAN


         The classification of Employees eligible to participate in the Plan
shall include all Employees of Marsellus Casket Company located at 101 Richmond
Avenue, Syracuse, New York 13221 ("Marsellus") except those Employees of
Marsellus covered by a collective bargaining agreement if such agreement does
not specifically provide for participation in the Plan and provided, however,
that Employees of Marsellus shall not be eligible to participate in any Company
Qualified Nonelective Contributions, Company Matching Contributions, Company
Qualified Matching Contributions, or Company Profit Sharing Contributions.




<PAGE>

                                ADDENDUM B TO THE
                       SCI 401(k) RETIREMENT SAVINGS PLAN

         The purpose of this addendum is to establish written procedures (which
are hereby incorporated into and made part of the Plan) to permit Participants
to direct the investment of their accounts in qualifying employer securities
(described below) and to allow the Company (and any adopting Employer) to make
Employer contributions in qualifying employer securities, subject to the terms
and provisions set forth below. All capitalized terms not defined herein shall
have the meanings set forth in the Plan.

1.0      ESTABLISHMENT OF THE SCI COMMON STOCK FUND.

         (a) Establishment of Company Stock Fund. The investment options
available to Participants under the Plan shall include the ability to invest in
"qualifying employer securities," as defined in section 401(d)(5) of the
Employee Retirement Income Security Act of 1974 ("ERISA"). Accordingly, in
addition to any other investment options available under the Plan, Participants
may direct that amounts allocated to their respective Accounts be invested in a
unitized fund that that holds cash and shares of the common stock, $1.00 par
value, of the Employer (the "Company Stock Fund"). In addition, the Employer may
make any Company Qualified Nonelective Contributions, Company Matching
Contributions or Company Profit Sharing Contributions in qualifying employer
securities ("Company Stock") which shall be held in the Company Stock Fund and
allocated to Participants' Accounts according to the relevant allocation
provisions of the Plan applicable to such contributions.

         (b) Management by Applicable Fiduciary. An ancillary trustee or
Investment Manager (appointed in accordance with applicable provisions of the
Plan) who shall qualify as an agent independent of the issuer (as such term is
defined in Rule 10b-18 promulgated under the Securities Exchange Act of 1934
(the "Act")) shall establish and maintain the Company Stock Fund in accordance
with the terms of the Plan and this Addendum. The above-described ancillary
trustee or Investment Manager shall hereinafter be referred to as the
"Applicable Fiduciary". In the event that the Applicable Fiduciary is not
independent of the issuer, any purchase of Company Stock shall be effected in
accordance with provisions of rule 10b-18 of the Act. When the Applicable
Fiduciary (i) receives funds to be invested or determines that assets from those
funds, if applicable, should be sold and the proceeds held for a period of time
pending reinvestment or other purpose, or (ii) has notice that required or
appropriate filings with the Securities and Exchange Commission have not been
timely accepted as filed and funds received have been designated to be invested
in shares of Company Stock, then prior to completion of required or appropriate
filings with the Securities and Exchange Commission, such funds may be held in
cash, or invested in short-term investments such as U.S. Treasury bills,
commercial paper, demand notes, money market funds, any savings accounts, money
market accounts, certificates of deposit or like investments with the commercial
department of any bank (including any bank serving as the Applicable Fiduciary,
as long as they bear a reasonable rate of interest and the bank is supervised by
the United States or a state) any common, pooled or collective trust funds which
any bank, including any bank serving as the Applicable Fiduciary, or any other
corporation may now have or in the future may adopt for such short-term
investments (the governing document of such common, pooled or collective trust
fund(s) being hereby incorporated herein by reference), and other similar assets
which may be offered by the federal



                                       1
<PAGE>

government, or any national or state bank (whether or not serving as the
Applicable Fiduciary hereunder), and as may be determined by the Applicable
Fiduciary, in its discretion, which assets will remain a part of the fund to
which they would otherwise relate.

         (c) Participants' Investment Elections. As soon as practical after the
establishment of the Company Stock Fund is completed, including the completion
of all applicable governmental filings, the Administrator will notify
Participants of the availability of such investment fund and will provide them
with information on the procedures established by the Administrator for the
direction of investment of contributions into such fund. The investment
directions of Participants shall be made in accordance with the procedures and
limitations described in procedures maintained under and in connection with the
Plan as generally applicable to Participants' investment directions except to
the extent that the Administrator has prescribed different procedures and/or
limitations that apply with respect to such Company Stock Fund; or except as
otherwise provided herein.

         (d) Transfers Among Investment Funds. A Participant's transfer into or
out of the Company Stock Fund of amounts previously invested in any other
investment funds available under the Plan will be governed by the procedures and
limitations described in procedures maintained under and in connection with the
Plan as generally applicable to Participants' investment transfer directions
except to the extent that the Administrator has prescribed different procedures
and/or limitations that apply with respect to such Company Stock Fund or except
as otherwise provided herein. Transfers out of the Company Stock Fund of Company
Qualified Nonelective Contributions, Company Matching Contributions or Company
Profit Sharing Contributions shall also be governed by such procedures and
limitations which may differ from the procedures and limitations applicable to
transfers of Participant's Elective Salary Deferrals, but shall be applied in a
non-discriminatory manner to all Participants.

         (e) Participants' Directions. All elections and investment directions
by Participants concerning the investment of their Accounts shall be in such
form as is prescribed by the Administrator. Each Participant shall designate the
percentage of his various Accounts, or any combination of such Accounts (as such
Accounts presently exist and the percentage of future contributions, if any, to
be allocated to such Accounts) to be invested in the Company Stock Fund and any
one or more funds, as such funds may be established from time to time under the
Plan. At such times as shall be prescribed by the Administrator in its
discretion, the percentage elected to be placed in any one fund may be changed
by the Participant, which change will be effective after such period of times as
shall be established by the Administrator. The Administrator shall determine
whether any such change as to investments will change the Participant's Account
as it presently exists or whether it will only be effective as to succeeding
investments of contributions; however, any such change, when made, shall
continue to be effective until revoked or changed in a like manner. The rules
established and the discretion exercised by the Administrator hereunder shall
apply to all Participants on a nondiscriminatory basis. As soon as
administratively feasible after receipt of investment directions of a
Participant, the Administrator shall direct the Applicable Fiduciary to
implement all such proper directions received from a Participant. Each
Participant and each Beneficiary of a deceased Participant is hereby designated
as a "named fiduciary" (within the meaning of Sections 402(a)(2) and 403(a)(1)
of ERISA with respect to his investment directions made pursuant to this
Subsection.



                                       2
<PAGE>

         (f) Beneficiaries of Deceased Participant. All provisions of this
Subsection pertaining to a Participant shall be equally applicable to a
Beneficiary of a deceased Participant whose Account remains in the Plan.

         (g) Form and Method of Payment of Funds Invested in the Company Stock
Fund. Notwithstanding any other provision of this Plan and Trust to the
contrary, with respect to any amounts invested in Company Stock, distribution
shall be paid in cash in an amount equal to the value (as of the date or dates
shares of Company Stock credited to the Participant's Account are converted into
cash) of the Participant's vested interest in shares of Stock credited to such
Participant's Account; provided, however, that if the Participant's
distributable account is equal to or greater than $5,000, upon election of the
Participant, such distribution may be made in whole shares of Company Stock, or
in any combination of cash or Company Stock as elected by the Participant. Any
fractional shares of Company Stock to which the Participant may be entitled
shall be valued and paid in cash.

         (h) Purchases and Sales of Common Stock. Purchases and sales of Company
Stock shall be handled in accordance with the following rules and such
additional procedures, consistent with such rules, that the Administrator may
establish from time to time:

                  (1) The Plan will acquire shares of Company Stock from the
         Company through original issuance of shares, purchase of shares from
         the Service Corporation International treasury or through national
         securities exchange, or pursuant to other arrangements mutually agreed
         upon by the Company and the Applicable Fiduciary. In making purchases
         of Company Stock, the Applicable Fiduciary shall exercise its
         discretion with respect to the timing of such purchases and the
         determination of the prices assigned to shares of Company Stock as the
         Trustee deems appropriate.

                  (2) With respect to any transaction that involves a party in
         interest (as defined in Section 3(14) of ERISA), purchases and sales of
         shares of Company Stock for which there is a generally recognized
         market shall be made by the Applicable Fiduciary either (i) at the
         price of such shares prevailing on a national securities exchange which
         is registered under section 6 of the Securities Exchange Act of 1934
         ("National Securities Exchange") or, (ii) if such shares are not traded
         on any National Securities Exchange, at a price equal to the mean of
         the current bid and asked prices of such shares on any generally
         recognized market on the same day of such purchase or sale as quoted by
         persons independent of the issuer and of any parties in interest (as
         defined in this Subsection), or on the last trading day during which
         there were sales of such shares if there are no sales on the same day
         of such purchase or sale. In the event that purchases and sales involve
         a party in interest (as defined in this Subsection) and are made with
         respect to shares of Company Stock for which there is no generally
         recognized market, the price shall be in the case of a purchase no more
         than, and in the case of a sale no less than, the fair market value of
         such shares as determined in good faith by the Applicable Fiduciary
         pursuant to the terms of the Plan and in accordance with applicable
         provisions of ERISA or other applicable federal law and regulatory
         guidance issued thereunder. The Applicable Fiduciary may, in its
         discretion, defer the purchase of Company Stock or limit the daily
         volume of its purchase of such stock to the extent that such action is
         deemed by



                                       3
<PAGE>

         it to be in the best interests of Participants or as is required by
         applicable law or regulatory authority.

                  (3) The Applicable Fiduciary may, in its discretion, make
         separate trades or match the purchase and sale orders scheduled for a
         transaction and transact the net purchase or sale, whichever the case
         may be. The price per share allocated to each purchase or sale order
         shall be the price transacted for the "net" shares on the transaction
         date selected by the Applicable Fiduciary. The price transacted for a
         "net" transaction shall be the price paid or obtained in the case of a
         single transaction, and the weighted average of the prices paid or
         obtained, as applicable, in the case of multiple transactions.

                  (4) Any brokerage commissions, transfer fees and other
         expenses actually incurred in any such sale or purchase shall be
         equitably allocated and added to the cost or subtracted from the
         proceeds of all purchases or sales, as the case may be, effected on a
         transaction day, whether pursuant to the netting process described
         above, or pursuant to actual separate transactions in accordance with a
         Participant's direction. No commissions or other fees shall be payable
         with respect to any transaction that is not on the open market and
         involves the Plan and a party in interest.

                  (5) Allocations to Participants' Accounts will be made in full
         and fractional shares.

                  (6) A Participant may direct the Administrator (or its
         delegate) to use any available cash or funds held for him under the
         Plan and Trust to exercise any options, rights or warrants issued with
         respect to Company Stock in his Account. In the absence of such
         direction, or if there are no available funds, any such option, right
         or warrant having a market value shall be sold for the Participant's
         Account.

         (i) Dividends. All dividends or other distributions attributable to
shares of Company Stock held in the Company Stock Fund shall be allocated to the
Participant whose Account is credited with such shares.

         (j) Distribution of Accrued Benefits. To the extent invested in Company
Stock, a Participant's Account which is payable under the Plan may be
distributed in Company Stock or in cash or partly in Company Stock and partly in
cash. To reduce such Company Stock to cash, the Trustee may sell such Company
Stock to the Employer on the open market on a recognized exchange with which the
Company Stock is registered. The proceeds of such sales of Company Stock shall
be included in such Participant's Account. In making sales of Company Stock for
distribution the Trustee shall exercise its discretion with respect to the
timing of such sales. If Stock is sold to the Employer, the sales price shall be
determined in the manner set forth above for determining the price of Company
Stock sold to the Employer. No commissions or other fees shall be payable with
respect to any transaction with the Employer.

         (k) A Participant (other than an Insider subject to the provisions of
6.6 below) may liquidate any or all of the balance in his Company Stock Fund and
transfer the proceeds to any other investment funds available in the Plan and a
Participant may transfer the proceeds of other




                                       4
<PAGE>

investment funds into the Company Stock Fund with the same frequency and
according to the same procedure that such Participant invests in any other
investment fund offered by the Plan.

2.0 VOTING AND TENDER OF COMPANY STOCK.

         The Applicable Fiduciary's voting, tender, and exercise of rights other
than voting rights with respect to Company Stock shall be governed by the
following provisions:

         (a) Each Participant (or Beneficiary of a deceased Participant) is
hereby designated as a "named fiduciary" (within the meaning of Sections
402(a)(2) and 403(a)(1) of ERISA) with respect to (i) the shares of Company
Stock allocated to his Account, and (ii) a pro rata portion of the shares of
Company Stock allocated to the Accounts of Participants who do not direct the
Applicable Fiduciary as to how such shares should be voted, and shall have the
right to direct the Applicable Fiduciary with respect to the vote of the shares
of Company Stock allocated to his Account, on each matter brought before any
meeting of the stockholders of the Employer. Upon timely receipt of such
directions, the Applicable Fiduciary shall vote as directed the number of shares
(including fractional shares (which shall be aggregated into whole shares of the
Company's Common Stock and voted only to the extent of the last whole share)) of
Company Stock allocated to such Participant's Account. The Applicable Fiduciary
shall have no discretion in such matter. The instructions received by the
Applicable Fiduciary from Participants (or Beneficiaries) shall be held by the
Applicable Fiduciary in confidence and shall not be divulged to any person
including the Plan Administrator or any officer or employee of the Employer. The
Applicable Fiduciary shall vote allocated shares of Company Stock for which it
has not received direction in the same proportion as directed shares are voted
and the Applicable Fiduciary shall have no discretion in such matter. In
determining such proportion, the Applicable Fiduciary shall under all
circumstances include in its calculation the votes of Participants (or
Beneficiaries) on all shares allocated to Participants' Accounts, giving effect
to all affirmative directions by Participants (or Beneficiaries), including
directions to vote for or against, to abstain or to withhold the vote, but shall
exclude from its calculation all allocated shares of such stock for which no
direction has been received.

         (b) Each Participant (or Beneficiary of a deceased Participant) is
hereby designated as a "named fiduciary" (within the meaning of Sections
402(a)(2) and 403(a)(1) of ERISA) with respect to the (i) shares of Company
Stock allocated to his Account and shall have the right, to the extent of the
number of whole shares of Company Stock allocated to his Account, to direct the
Applicable Fiduciary in writing as to the manner in which to exercise rights
(other than voting rights with respect to such shares) with respect to any
decisions or elections involving warrants, conversion rights, "poison pill"
rights, elections with respect to rights offerings or any other rights similar
to the foregoing. Upon timely receipt of such directions, the Applicable
Fiduciary shall respond as instructed with respect to such shares of Company
Stock. The instructions received by the Applicable Fiduciary from Participants
(or Beneficiaries) shall be held by the Applicable Fiduciary in confidence and
shall not be divulged to any person, including the Plan Administrator or any
officer or employee of the Employer. If the Applicable Fiduciary shall not
receive timely instruction from a Participant (or Beneficiary) as to the manner
in which to exercise a right other than a voting right, the Applicable Fiduciary
shall not exercise any such right with respect to an allocated share of Company
Stock with respect to which such



                                       5
<PAGE>

Participant (or Beneficiary) has the right to direction, and the Applicable
Fiduciary shall have no discretion in such matter.

         (c) Subject to the specific requirements applicable to Tender Offers as
set forth below, the Applicable Fiduciary shall notify the Participants (or
Beneficiaries of deceased Participants) of each occasion for the exercise of
voting rights and rights other than voting rights within a reasonable time
before such rights are to be exercised. This notification shall include all the
information (including any proxy solicitation materials) that the Employer
distributes to shareholders regarding the exercise of such rights, as well as a
form requesting confidential directions to the Applicable Fiduciary on how such
shares of Company Stock allocated to such Participant's Account shall be voted
on each such matter. The proxy solicitation materials described in the preceding
sentence shall be the same as those for shareholders of Company Stock generally,
and shall comply with applicable state and federal law and the Employer's
charter and bylaws as generally applicable to shareholders of such stock. The
Applicable Fiduciary shall not make recommendations to Participants (or
Beneficiaries) on whether to vote or how to vote. The instructions received by
the Applicable Fiduciary from Participants (or Beneficiaries) shall be held by
the Applicable Fiduciary in confidence and shall not be divulged to any person,
including the Plan Administrator, or any officer or employee of the Employer;
provided, however, that the Applicable Fiduciary shall advise any officer of the
Employer at any time upon request, of the total number of shares of such Company
Stock that it has been instructed to vote in favor of each matter for which a
vote was solicited, the total number of shares of such stock that it has been
instructed not to vote in favor of each such matter and the total number of
shares in respect of which it has received no instructions.

         (d) In the event of a Tender Offer, as defined herein, the
Administrator shall direct the Applicable Fiduciary to take those steps
reasonably necessary to furnish information to, and request instructions from,
each Participant (or Beneficiary) who has shares of Company Stock allocated to
his Account in substantially the same manner as with respect to the shareholders
of such stock generally. In that regard, the Applicable Fiduciary shall:

                  (1) Inform each Participant (or Beneficiary) as to the
         existence of the Tender Offer; provided, however, the Applicable
         Fiduciary shall not make any recommendations with respect to such
         Tender Offer;

                  (2) Transmit to each Participant (or Beneficiary) such written
         information and other materials relative to the Tender Offer as are
         made available by the persons or entities making such Tender Offer to
         the shareholders of such stock generally;

                  (3) Request written instructions from each Participant (or
         Beneficiary) as to whether or not to tender or exchange the shares of
         such stock allocated to his Account; and

                  (4) Use reasonably diligent efforts to effect, on a
         nondiscriminatory basis, the tender or exchange of allocated shares of
         such stock in accordance with the written instructions received from
         the Participants and Beneficiaries.



                                       6
<PAGE>

         The number of shares to which a Participant's (or Beneficiary's)
         instructions apply will be the total number of shares allocated to his
         Account, regardless of whether the shares are vested, as of the close
         of business on the day preceding the date on which the Tender Offer
         commences. In accordance with the terms and conditions of the Tender
         Offer, the Applicable Fiduciary will tender or exchange those shares of
         stock that it has been properly instructed to tender or exchange, and
         it will not tender or exchange those shares that it has not been
         properly instructed to tender or exchange. Instructions to the
         Applicable Fiduciary from a Participant (or Beneficiary) to tender or
         exchange shares will not be deemed to be a withdrawal or suspension
         from the Plan or a forfeiture of any portion of such person's interest
         in the Plan. Shares of Company Stock that are not tendered or exchanged
         pursuant to valid instructions shall remain invested in such stock.

         For purposes of this Subsection C-3(d), the term "Tender Offer" means
         collectively (a) a cash tender offer, which includes a tender offer
         for, or request or invitation for tenders of, shares of Company Stock
         in exchange for cash as made to the Applicable Fiduciary or to the
         shareholders of such stock generally, and (b) an exchange offer, which
         includes a tender offer for, or request or invitation for tenders of
         any shares of Company Stock in exchange for any consideration other
         than all cash, as made to the Applicable Fiduciary or to the
         shareholders of such stock generally.

3.0 SECTION 16(b) RESTRICTIONS ON INSIDERS:

         In accordance with Rule 16b-3 promulgated under Section 16 of the Act
and notwithstanding any other provisions of the Plan or this Addendum to the
contrary, the following rules shall apply, to any officer, director or 10%
shareholder of the Employer (an "Insider").

         (a) New Investment in Company Stock Fund. An Insider shall be allowed
to invest in the Company Stock Fund on the same basis as other Participants with
respect to any Elective Deferrals, or Company contributions allocated to his
Account, whether vested or non-vested and with respect to any loan repayments
and without regard to any transfers of previously invested contributions into or
out of the Company Stock Fund.

         (b) Transfer from Other Investments Into the Company Stock Fund. An
Insider shall be allowed to sell any other investment option offered by the Plan
and elect to transfer the proceeds of such sale in his Accounts to the Company
Stock Fund provided that such election is made at least six months following the
date of the most recent election to transfer amounts out of the Company Stock
Fund or take a cash distribution or loan from any plan of the Employer which
holds Company Stock.

         (c) Transfer Out of the Company Stock Fund to Another Investment. An
Insider shall be allowed to sell an investment in the Company Stock Fund and
transfer the proceeds of such sale to an investment in any other investment
option offered by the Plan provided that such investment in the Company Stock
Fund is effected pursuant to an election made at least six months following the
date of the most recent election by such Insider to transfer money into the
Company Stock Fund from any other investment.



                                       7
<PAGE>

         (d) In-service Withdrawal or Loan From Company Stock Fund. To the
extent that an Insider would otherwise be allowed to take an in-service
withdrawal or loan from the Plan, such in-service cash withdrawal or loan may be
made from the Insider's investment in the Company Stock Fund only if made six
months after the Insider's most recent election to transfer money from another
investment option offered by the Plan to the Company Stock Fund.

         (e) Distributions and QDROs. Notwithstanding the above provisions, an
Insider may take an in-service withdrawal in Company Stock (to the extent that
such withdrawal would otherwise be allowed) and may take a distribution in
either cash or Company Stock upon termination of employment with the Employer or
Disability. Any distribution pursuant to a qualified domestic relations order
will not be subject to any restrictions on sale or distribution of Company
Stock.

4.0 COMPANY CONTRIBUTIONS MADE IN COMPANY STOCK.

         All Company Matching Contributions and other contributions made by the
Company other than Elective Deferrals shall be made in Company Stock unless the
Company, by action of its Board of Directors, shall specify that such
contributions shall be made in cash. Prior to making any such contribution, the
Company shall specify the amount to be contributed in a notice to the Applicable
Fiduciary. The Applicable Fiduciary shall determine the price assigned to and
the number of shares necessary to satisfy the amount of such contribution (based
on the closing price of such shares on a national securities exchange as of the
day immediately prior to such determination and such other factors as the
Applicable Fiduciary may in its discretion deem appropriate) and shall provide
notice to the Company on the date of such determination of the number of shares
required to be contributed. The Company shall contribute such shares through
original issuance of shares, purchase from the Company's treasury, purchase
through national securities exchange, or pursuant to other arrangements mutually
agreed upon by the Company and the Applicable Fiduciary. Shares of Company Stock
contributed by the Company shall be held in the Company Stock Fund and shall be
subject to all relevant provisions of the Plan and this Addendum B."







                                       8

<PAGE>


                                ADDENDUM C TO THE
                       SCI 401(k) RETIREMENT SAVINGS PLAN

         Notwithstanding anything in the Plan or Adoption Agreement to the
contrary, effective as of July 1, 2001, any Employee who has satisfied the
requirements for participation in the Plan, and who has not executed a Deferred
Salary Agreement, or notified the Plan Administrator in writing that he or she
wishes to reject participation in the Plan, shall be automatically enrolled as a
Participant in the Plan effective as of the date that such Employee satisfies
the eligibility requirements of the Plan or July 1, 2001, whichever occurs
later; provided, however, that no Employee shall be automatically enrolled in
the Plan unless such Employee receives reasonable notice (not less than thirty
(30) days in advance) of such automatic enrollment. Such notice shall include a
statement that the Employee may prevent automatic enrollment by notice to the
Plan Administrator and shall include the directions necessary for the Employee
to prevent automatic enrollment. A Participant who is automatically enrolled in
the Plan pursuant to this Addendum C shall be deemed to have elected to
contribute 3% of Compensation as an Elective Deferral to the Plan. Such amounts,
as well as any matching contributions or other contributions made on behalf of
such Participant shall be subject to all the terms and conditions of the Plan.
The Participant shall have the right to direct the investment of such Elective
Deferral to any investment fund available under the Plan, but if such
Participant does not direct the investment of such amounts, the Plan
Administrator shall direct the investment of such amounts. A Participant who is
automatically enrolled in the Plan may elect to cease participation in the Plan
at any time, by giving notice to the Plan Administrator. Such Participant's
cessation of participation shall be effective as soon as administratively
feasible after the Plan Administrator receives such notice. No Employee shall be
automatically enrolled in the Plan if such enrollment would cause the Plan to
fail to satisfy any provision of the Code or ERISA or any of the limitations on
contributions set forth in the Plan.




<PAGE>
                               ADDENDUM D TO THE
                       SCI 401(k) RETIREMENT SAVINGS PLAN

         The classification of Employees eligible to participate in the Plan
shall include all Employees of CemCare, Inc. ("CemCare") except those Employees
of CemCare covered by a collective bargaining agreement if such agreement does
not specifically provide for participation in the Plan and provided, however,
that Employees of CemCare shall not be eligible to participate in any Company
Qualified Nonelective Contributions, Company Qualified Matching Contributions or
Company Profit Sharing Contributions. Further, notwithstanding any provisions
of the Plan to the contrary the Company Matching Contributions made with respect
to Elective Deferrals made by any CemCare Employee shall be limited to 50% of
such Elective Deferrals which do not exceed 6% of Compensation.
<PAGE>


                                ADDENDUM E TO THE
                       SCI 401(k) RETIREMENT SAVINGS PLAN

                         "GOOD FAITH EGTRRA AMENDMENTS"

         The following addendum shall be added to the Plan for the purpose of
adopting "good faith" amendments and superseding inconsistent Plan provisions to
comply with the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA") according to the provisions of IRS Notice 2001-56.

         PREAMBLE

         1.       Adoption and effective date of amendment. This amendment of
                  the Plan is adopted to reflect certain provisions of EGTRRA.
                  This amendment is intended as good faith compliance with the
                  requirements of EGTRRA and is to be construed in accordance
                  with EGTRRA and guidance issued thereunder. Except as
                  otherwise provided, this amendment shall be effective as of
                  the first day of the first plan year beginning after December
                  31, 2001.

         2.       Supersession of inconsistent provisions. This amendment shall
                  supersede the provisions of the Plan to the extent those
                  provisions are inconsistent with the provisions of this
                  amendment.

         SECTION 1. LIMITATION ON CONTRIBUTIONS

         1.       Effective date. This section shall be effective for Limitation
                  Years beginning after December 31, 2001.

         2.       Maximum annual addition. Except to the extent permitted under
                  Section 5 of this amendment and section 414(v) of the Code, if
                  applicable, the annual addition that may be contributed or
                  allocated to a Participant's account under the Plan for any
                  limitation year shall not exceed the lesser of:

                  (a)      $40,000, as adjusted for increases in the
                           cost-of-living under section 415(d) of the Code, or

                  (b)      100 percent of the Participant's Compensation, within
                           the meaning of section 415(c)(3) of the Code, for the
                           Limitation Year.

                  The Compensation limit referred to in (b) shall not apply to
                  any contribution for medical benefits after separation from
                  service (within the meaning of section 401(h) or section
                  419A(f)(2) of the Code) which is otherwise treated as an
                  annual addition.



<PAGE>



         SECTION 2. INCREASE IN COMPENSATION LIMIT

                  The annual Compensation of each Participant taken into account
         in determining the allocations for any Plan Year beginning after
         December 31, 2001, shall not exceed $200,000, as adjusted for
         cost-of-living increases in accordance with section 401(a)(17)(B) of
         the Code. Annual Compensation means Compensation during the calendar
         year in which the Plan Year ends (the determination period). The
         cost-of-living adjustment in effect for a calendar year applies to
         annual compensation for the determination period that begins with or
         within such calendar year.

         SECTION 3. MODIFICATION OF TOP-HEAVY RULES

         1.       Effective date. This section shall apply for purposes of
                  determining whether the Plan is a top-heavy plan under section
                  416(g) of the Code for Plan Years beginning after December 31,
                  2001, and whether the Plan satisfies the minimum benefits
                  requirements of section 416(c) of the Code for such years.
                  This section amends Article IX of the Plan.

         2.       Determination of top-heavy status.

                  2.1 Key Employee. Key Employee means any Employee or former
                  Employee (including any deceased Employee) who at any time
                  during the Plan Year that includes the determination date was
                  an officer of the Employer having annual Compensation greater
                  than $130,000 (as adjusted under section 416(i)(1) of the Code
                  for Plan Years beginning after December 31, 2002), a 5-percent
                  owner of the Employer, or a 1-percent owner of the Employer
                  having annual Compensation of more than $150,000. For this
                  purpose, annual Compensation means Compensation within the
                  meaning of section 415(c)(3) of the Code. The determination of
                  who is a Key Employee will be made in accordance with section
                  416(i)(1)(A) of the Code and the applicable regulations and
                  other guidance of general applicability issued thereunder.

                  2.2 Determination of present values and amounts. This section
                  2.2 shall apply for purposes of determining the present values
                  of accrued benefits and the amounts of account balances of
                  Employees as of the determination date.

                  2.2.1 Distributions during year ending on the determination
                  date. The present values of accrued benefits and the amounts
                  of account balances of an Employee as of the determination
                  date shall be increased by the distributions made with respect
                  to the Employee under the Plan and any plan aggregated with
                  the Plan under section 416(g)(2) of the Code during the 1-year
                  period ending on the determination date. The preceding
                  sentence shall also apply to distributions under a terminated
                  plan which, had it not been terminated, would have been
                  aggregated with the Plan under section 416(g)(2)(A)(i) of the
                  Code. In the case of a distribution made for a reason other
                  than separation from service, death, or disability, this
                  provision shall be applied by substituting "5-year period" for
                  "1-year period."




<PAGE>

                  2.2.2 Employees not performing services during year ending on
                  the determination date. The accrued benefits and accounts of
                  any individual who has not performed services for the employer
                  during the 1-year period ending on the determination date
                  shall not be taken into account.

3.       Minimum Benefits.

         3.1      Matching contributions. Employer matching contributions shall
                  be taken into account for purposes of satisfying the minimum
                  contribution requirements of section 416(c)(2) of the Code and
                  the Plan. The preceding sentence shall apply with respect to
                  matching contributions under the Plan or, if the Plan provides
                  that the minimum contribution requirement shall be met in
                  another plan, such other plan. Employer matching contributions
                  that are used to satisfy the minimum contribution requirements
                  shall be treated as matching contributions for purposes of the
                  actual contribution percentage test and other requirements of
                  section 401(m) of the Code.

         3.2      Modification of Top-Heavy Rules. The top-heavy requirements of
                  section 416 of the Code and Article IX of the Plan shall not
                  apply in any year beginning after December 31, 2001, in which
                  the Plan consists solely of a cash or deferred arrangement
                  which meets the requirements of section 401(k)(12) of the Code
                  and matching contributions with respect to which the
                  requirements of section 401(m)(11) of the Code are met.

         SECTION 4.  DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

         1.       Effective date. This section shall apply to distributions made
                  after December 31, 2001.

         2.       Modification of definition of eligible retirement plan. For
                  purposes of the direct rollover provisions in Section 6.14 of
                  the Plan, the eligible retirement plan shall also mean an
                  annuity contract described in section 403(b) of the Code and
                  an eligible plan under section 457(b) of the Code which is
                  maintained by a state, political subdivision of a state, or
                  any agency or instrumentality of a state or political
                  subdivision of a state and which agrees to separately account
                  for amounts transferred into such plan from this Plan. The
                  definition of eligible retirement plan shall also apply in the
                  case of a distribution to a surviving spouse, or to a spouse
                  or former spouse who is the alternate payee under a qualified
                  domestic relations order, as defined in section 414(p) of the
                  Code.

         3.       Modification of definition of eligible rollover distribution
                  to exclude hardship distributions. For purposes of the direct
                  rollover provisions in Section 6.14 of the Plan, any amount
                  that is distributed on account of hardship shall not be an
                  eligible rollover distribution and the distributee may not
                  elect to have any portion of such distribution paid directly
                  to an eligible retirement plan.


<PAGE>

         4.       Rollovers from other plans. The Plan will accept a direct
                  rollover of an eligible rollover distribution from (i) a
                  qualified plan described in section 401(a) or 403(a) of the
                  Code, excluding after-tax contributions or an eligible plan
                  under section 457(b) of the Code which is maintained by a
                  state, political subdivision of a state, or any agency or
                  instrumentality of a state or political subdivision of a
                  state.

         SECTION 5. CATCH-UP CONTRIBUTIONS

         Effective for contributions made after December 31, 2001, all employees
         who are eligible to make elective deferrals under this Plan and who
         have attained age 50 before the close of the Plan Year shall be
         eligible to make catch-up contributions in accordance with, and subject
         to the limitations of, section 414(v) of the Code. Such catch-up
         contributions shall not be taken into account for purposes of the
         provisions of the Plan implementing the required limitations of
         sections 402(g) and 415 of the Code. The Plan shall not be treated as
         failing to satisfy the provisions of the Plan implementing the
         requirements of section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or
         416 of the Code, as applicable, by reason of the making of such
         catch-up contributions.

         SECTION 6. SUSPENSION PERIOD FOR HARDSHIP WITHDRAWALS

         A Participant who receives a distribution of elective deferrals after
         December 31, 2001, on account of hardship shall be prohibited from
         making elective deferrals and employee contributions under this and all
         other plans of the Employer for 6 months after receipt of the
         distribution. A Participant who receives a distribution of elective
         deferrals in calendar year 2001 on account of hardship shall be
         prohibited from making elective deferrals and employee contributions
         under this and all other plans of the Employer for 6 months after
         receipt of the distribution or until January 1, 2002, if later.

         SECTION 7. DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

         1.       Effective date. This section shall apply for distributions
                  after December 31, 2001 regardless of when the severance from
                  employment occurs.

         2.       New distributable event. A Participant's Elective Deferrals,
                  qualified nonelective contributions, qualified matching
                  contributions, and earnings attributable to these
                  contributions shall be distributed on account of the
                  Participant's severance from employment. However, such a
                  distribution shall be subject to the other provisions of the
                  Plan regarding distributions, other than provisions that
                  require a separation from service before such amounts may be
                  distributed.

         SECTION 8. REPEAL OF MULTIPLE USE TEST

                  The multiple use test described in Treasury Regulation section
         1.401(m)-2 and Article XII of the Plan shall not apply for Plan Years
         beginning after December 31, 2001.


<PAGE>

         SECTION 9. PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES

                  Effective for plan loans made after December 31, 2001, Plan
         provisions prohibiting loans to any owner-employee or
         shareholder-employee shall cease to apply.


<PAGE>





                  MASSMUTUAL RETIREMENT SERVICES FLEXINVEST(R)
                      DEFINED CONTRIBUTION PROTOTYPE PLAN


<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

                               TABLE OF CONTENTS


                                   ARTICLE I
                                  DEFINITIONS


                                   ARTICLE II
                                 ADMINISTRATION

2.1  POWERS AND RESPONSIBILITIES OF THE EMPLOYER..............................12
2.2  DESIGNATION OF ADMINISTRATIVE AUTHORITY..................................13
2.3  ALLOCATION AND DELEGATION OF RESPONSIBILITIES............................13
2.4  POWERS AND DUTIES OF THE ADMINISTRATOR...................................13
2.5  RECORDS AND REPORTS......................................................14
2.6  APPOINTMENT OF ADVISERS..................................................14
2.7  INFORMATION FROM EMPLOYER................................................14
2.8  PAYMENT OF EXPENSES......................................................15
2.9  MAJORITY ACTIONS.........................................................15
2.10 CLAIMS PROCEDURE.........................................................15
2.11 CLAIMS REVIEW PROCEDURE..................................................15


                                  ARTICLE III
                                  ELIGIBILITY

3.1  CONDITIONS OF ELIGIBILITY................................................15
3.2  EFFECTIVE DATE OF PARTICIPATION..........................................16
3.3  DETERMINATION OF ELIGIBILITY.............................................16
3.4  TERMINATION OF ELIGIBILITY...............................................16
3.5  OMISSION OF ELIGIBLE EMPLOYEE............................................16
3.6  INCLUSION OF INELIGIBLE EMPLOYEE.........................................16
3.7  REHIRED EMPLOYEES AND BREAKS IN SERVICE..................................17
3.8  ELECTION NOT TO PARTICIPATE..............................................17
3.9  CONTROL OF ENTITIES BY OWNER-EMPLOYEE....................................17


                                   ARTICLE IV
                          CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION..........................18
4.2  TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION...............................18
4.3  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS.....................18
4.4  MAXIMUM ANNUAL ADDITIONS.................................................22
4.5  ADJUSTMENT FOR EXCESS ANNUAL ADDITIONS...................................26
4.6  ROLLOVERS................................................................26
4.7  PLAN TO PLAN TRANSFERS FROM QUALIFIED PLANS..............................27
4.8  VOLUNTARY EMPLOYEE CONTRIBUTIONS.........................................27
4.9  QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS...............................28
4.10 DIRECTED INVESTMENT ACCOUNT..............................................28
4.11 QUALIFIED MILITARY SERVICE...............................................30

(C) 2001 SUNGARD CORBEL INC.
                                       i
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                                                       DEFINED CONTRIBUTION PLAN


                                   ARTICLE V
                                   VALUATIONS

5.1  VALUATION OF THE PLAN FUND...............................................30
5.2  METHOD OF VALUATION......................................................30


                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1  DETERMINATION OF BENEFITS UPON RETIREMENT................................30
6.2  DETERMINATION OF BENEFITS UPON DEATH.....................................31
6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY.........................32
6.4  DETERMINATION OF BENEFITS UPON TERMINATION...............................32
6.5  DISTRIBUTION OF BENEFITS.................................................33
6.6  DISTRIBUTION OF BENEFITS UPON DEATH......................................38
6.7  TIME OF DISTRIBUTION.....................................................40
6.8  DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY........................40
6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN...........................40
6.10 IN-SERVICE DISTRIBUTION..................................................41
6.11 ADVANCE DISTRIBUTION FOR HARDSHIP........................................41
6.12 SPECIAL RULE FOR CERTAIN PROFIT SHARING PLANS............................42
6.13 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION..........................42
6.14 DIRECT ROLLOVERS.........................................................42
6.15 TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN............................43
6.16 ELECTIVE TRANSFERS OF BENEFITS TO OTHER PLANS............................43


                                  ARTICLE VII
                           PLAN ADMINISTRATOR DUTIES

7.1  LIFE INSURANCE...........................................................45
7.2  LOANS TO PARTICIPANTS....................................................46
7.3  MAJORITY ACTIONS.........................................................47
7.4  ADMINISTRATOR'S COMPENSATION, EXPENSES AND TAXES.........................48
7.5  ANNUAL REPORT OF THE ADMINISTRATOR.......................................48
7.6  AUDIT....................................................................48
7.7  RESIGNATION, REMOVAL AND SUCCESSION OF ADMINISTRATOR OR TRUSTEE..........48
7.8  TRANSFER OF INTEREST.....................................................49
7.9  ADMINISTRATOR AND TRUSTEE INDEMNIFICATION................................49
7.10 EMPLOYER SECURITIES AND REAL PROPERTY....................................49
7.11 COLLECTIVE INVESTMENT FUND...............................................49


                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1  AMENDMENT................................................................50
8.2  TERMINATION..............................................................50
8.3  MERGER, CONSOLIDATION OR TRANSFER OF ASSETS..............................51

(C) 2001 SUNGARD CORBEL INC.
                                       ii
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                                                       DEFINED CONTRIBUTION PLAN

                                   ARTICLE IX
                              TOP-HEAVY PROVISIONS

9.1   TOP-HEAVY PLAN REQUIREMENTS.............................................51
9.2   DETERMINATION OF TOP-HEAVY STATUS.......................................51


                                   ARTICLE X
                                 MISCELLANEOUS

10.1  EMPLOYER ADOPTIONS......................................................52
10.2  PARTICIPANT'S RIGHTS....................................................52
10.3  ALIENATION..............................................................53
10.4  CONSTRUCTION OF PLAN....................................................53
10.5  GENDER AND NUMBER.......................................................53
10.6  LEGAL ACTION............................................................53
10.7  PROHIBITION AGAINST DIVERSION OF FUNDS..................................53
10.8  EMPLOYER'S, ADMINISTRATOR'S AND TRUSTEE'S PROTECTIVE CLAUSE.............54
10.9  INSURER'S PROTECTIVE CLAUSE.............................................54
10.10 RECEIPT AND RELEASE FOR PAYMENTS........................................54
10.11 ACTION BY THE EMPLOYER..................................................54
10.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY......................54
10.13 HEADINGS................................................................55
10.14 APPROVAL BY INTERNAL REVENUE SERVICE....................................55
10.15 UNIFORMITY..............................................................55
10.16 PAYMENT OF BENEFITS.....................................................55
10.17 BONDING.................................................................55


                                   ARTICLE XI
                            PARTICIPATING EMPLOYERS

11.1  ELECTION TO BECOME A PARTICIPATING EMPLOYER.............................55
11.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS.................................55
11.3  DESIGNATION OF AGENT....................................................56
11.4  EMPLOYEE TRANSFERS......................................................56
11.5  PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES...................56
11.6  AMENDMENT...............................................................56
11.7  DISCONTINUANCE OF PARTICIPATION.........................................56
11.8  ADMINISTRATOR'S AUTHORITY...............................................56


                                  ARTICLE XII
                          CASH OR DEFERRED PROVISIONS

12.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION.........................57
12.2  PARTICIPANT'S SALARY REDUCTION ELECTION.................................57
12.3  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS....................59
12.4  ACTUAL DEFERRAL PERCENTAGE TESTS........................................60
12.5  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS..........................62
12.6  ACTUAL CONTRIBUTION PERCENTAGE TESTS....................................65

(C) 2001 SUNGARD CORBEL INC.
                                      iii
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                                                       DEFINED CONTRIBUTION PLAN

12.7  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS......................67
12.8  SAFE HARBOR PROVISIONS..................................................69
12.9  ADVANCE DISTRIBUTION FOR HARDSHIP.......................................71






(C) 2001 SUNGARD CORBEL INC.
                                       iv
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

                                   ARTICLE I
                                  DEFINITIONS

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

     1.1  "ACP" means the "Actual Contribution Percentage" determined pursuant
to Section 12.6(e).

     1.2  "ACT" means the Employee Retirement Income Security Act of 1974
("ERISA"), as it may be amended from time to time.

     1.3  "ADP" means the "Actual Deferral Percentage" determined pursuant to
Section 12.4(e).

     1.4  "ADMINISTRATOR" means the Employer unless another person or entity
has been designated by the Employer pursuant to Section 2.2 to administer the
Plan on behalf of the Employer.

     1.5  "ADOPTION AGREEMENT" means the separate agreement which is executed
by the Employer and sets forth the elective provisions of this Plan and Trust
as specified by the Employer.

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

     1.7  "ANNIVERSARY DATE" means the first day of each Plan Year as defined
in Section B.3 of the Adoption Agreement.

     1.8  "ANNUITY STARTING DATE" means, with respect to any Participant, the
first day of the first period for which an amount is paid as an annuity, or, in
the case of a benefit not payable in the form of an annuity, the first day on
which all events have occurred which entitles the Participant to such benefit.

     1.9  "BENEFICIARY" means the person (or entity) to whom all or a portion
of a deceased Participant's interest in the Plan is payable, subject to the
restrictions of Sections 6.2 and 6.6.

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

     1.11 "COMPENSATION" with respect to any Participant means one of the
following as elected in the Adoption Agreement:

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

          (b)  CODE SECTION 3401(a) WAGES. Compensation means an Employee's
               wages within the meaning of Code Section 3401(a) for the purposes
               of income tax withholding at the source but determined without
               regard to any rules that limit the remuneration included in wages
               based on the nature or location of the employment or the services
               performed (such as the exception for agricultural labor in Code
               Section 3401(a)(2)).



(c) 2001 SunGard Corbel Inc.

                                       1
<PAGE>
                                                       Defined Contribution Plan

          (c) 415  SAFE-HARBOR COMPENSATION. Compensation means wages, salaries,
                   and fees for professional services and other amounts received
                   (without regard to whether or not an amount is paid in cash)
                   for personal services actually rendered in the course of
                   employment with the Employer maintaining the Plan to the
                   extent that the amounts are includible in gross income
                   (including, but not limited to, commissions paid
                   salespersons, compensation for services on the basis of a
                   percentage of profits, commissions on insurance premiums,
                   tips, bonuses, fringe benefits, and reimbursements, or other
                   expense allowances under a nonaccountable plan (as described
                   in Regulation 1.62-2(c))), and excluding the following:

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

          (2) 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;

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

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

          However, Compensation for any Self-Employed Individual shall be equal
to Earned Income. Compensation shall include only that Compensation which is
actually paid to the Participant during the determination period. Except as
otherwise provided in this Plan, the determination period shall be the period
elected by the Employer in the Adoption Agreement. If the Employer makes no
election, the determination period shall be the Plan Year.

          Notwithstanding the above, if elected in the Adoption Agreement,
Compensation shall include all of the following types of elective contributions
and all of the following types of deferred compensation:

          (a) Elective contributions that are made by the Employer on behalf of
     a Participant that are not includible in gross income under Code Sections
     125, 402(e)(3), 402(h)(1)(B), 403(b), and for Plan Years beginning on
     or after January 1, 2001 (or as of a date, no earlier than January 1, 1998,
     as specified in an addendum to the Adoption Agreement), 132(f)(4);

          (b) Compensation deferred under an eligible deferred compensation plan
     within the meaning of Code Section 457(b); and

          (c) Employee contributions (under governmental plans) described in
     Code Section 414(h)(2) that are picked up by the employing unit and thus
     are treated as Employer contributions.

          For Plan Years beginning on or after January 1, 1989, and before
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 $200,000. This limitation shall be adjusted by the Secretary at the
same time and in the same manner as under Code Section 415(d), 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, Compensation in
excess of $150,000 (or such other amount provided in the Code) shall be
disregarded for all purposes other than for purposes of salary deferral
elections. Such amount shall be adjusted by the Commissioner for increases in
the cost-of-living in accordance with Code Section 401(a)(17)(B). The
cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year. If a determination period
consists of fewer than twelve (12) months, the $150,000 annual Compensation
limit will be multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which is twelve (12).

          If Compensation for any prior determination period is taken into
account in determining a Participant's allocations for the current Plan Year,
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


(C) 2001 SunGard Corbel Inc.

                                       2

<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

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.

          Notwithstanding the foregoing, the family member aggregation rules of
Code Sections 401(a)(17) and 414(q)(6) as in effect prior to the enactment of
the Small Business Job Protection Act of 1996 shall not apply to this Plan
effective with respect to Plan Years beginning after December 31, 1996.

          If Section F.l.f. of the Adoption Agreement is elected and, the
Employer elects to exclude a class of Employees from the Plan, then Compensation
for any Employee who becomes eligible or ceases to be eligible to participate
during a determination period shall only include Compensation while the Employee
is an Eligible Employee.

          If, in connection with the adoption of any amendment, the definition
of Compensation has been modified, then, except as otherwise provided herein,
for Plan Years prior to the Plan Year which includes the adoption date of such
amendment, Compensation means compensation determined pursuant to the terms of
the Plan then in effect.

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

     1.13 "DESIGNATED INVESTMENT ALTERNATIVE" means a specific investment
identified by name by the Employer (or such other Fiduciary who has been given
the authority to select investment options) as an available investment under the
Plan to which Plan assets may be invested by the Trustee or Administrator
pursuant to the investment direction of a Participant.

     1.14 "DIRECTED INVESTMENT OPTION" means a Designated Investment Alternative
and any other investment permitted by the Plan and the Participant Direction
Procedures to which Plan assets may be invested pursuant to the investment
direction of a Participant.

     1.15 "EARLY RETIREMENT DATE" means the date specified in the Adoption
Agreement on which a Participant or Former Participant has satisfied the
requirements specified in the Adoption Agreement (Early Retirement Age). A
Participant shall become fully Vested upon satisfying such requirements if the
Participant is still employed at the Early Retirement Age.

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

     1.17 "ELECTIVE DEFERRALS" means the Employer's contributions to the Plan
that are made pursuant to a Participant's deferral election pursuant to Section
12.2, excluding any such amounts distributed as "excess annual additions"
pursuant to Section 4.5. Elective Deferrals shall be subject to the requirements
of Sections 12.2(b) and 12.2(c) and shall, except as otherwise provided herein,
be required to satisfy the nondiscrimination requirements of Regulation
1.401(k)-l(b)(2), the provisions of which are specifically incorporated herein
by reference.

     1.18 "ELIGIBLE EMPLOYEE" means any Eligible Employee as elected in the
Adoption Agreement and as provided herein. With respect to a non-standardized
Adoption Agreement, an individual shall not be an "Eligible Employee" if such
individual is not reported on the payroll records of the Employer as a common
law employee. In particular, it is expressly intended that individuals not
treated as common law employees by the Employer on its payroll records are not
"Eligible Employees" and are excluded from Plan participation even if a court or
administrative agency determines that such individuals are common law employees
and not independent contractors. Furthermore, with respect to a non-standardized
Adoption Agreement, Employees of an Affiliated Employer will not be treated as
"Eligible Employees" prior to the date the Affiliated Employer adopts the Plan
as a Participating Employer.

          Except as otherwise provided in this paragraph, if the Employer does
not elect in the Adoption Agreement to include Employees who became Employees
as the result of a "Code Section 410(b)(6)(C) transaction," then such Employees
will only be "Eligible Employees" after the expiration of the transition period
beginning on the date of the transaction and ending on the last day of the
first Plan Year beginning after the date of the transaction. A "Code Section
410(b)(6)(C) transaction" is an asset or stock acquisition, merger, or similar
transaction involving a change in the Employer of the Employees of a trade or
business that is subject to the special rules set forth in Code Section
410(b)(6)(C). However, regardless of any election made in the
Adoption Agreement, if a separate entity becomes an Affiliate Employer as the
result of a "Code Section 410(b)(6)(C) transaction," then Employees of such
separate entity will not be treated as "Eligible Employees" prior to the date
the entity adopts the Plan as a Participating Employer or, with respect to a
standardized Adoption Agreement, if earlier, the expiration of the transition
period set forth above.

(c) 2001 SunGard Corbel Inc.

                                       3

<PAGE>
                                                       DEFINED CONTRIBUTION PLAN


         If, in the Adoption Agreement, the Employer elects to exclude union
employees, then Employees whose employment is governed by a collective
bargaining agreement between the Employer and "employee representatives" under
which retirement benefits were the subject of good faith bargaining and if two
percent (2%) or less of the Employees covered pursuant to that agreement are
professionals as defined in Regulation 1.410(b)-9, shall not be eligible to
participate in this Plan. 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.

         If, in the Adoption Agreement, the Employer elects to exclude
non-resident aliens, then Employees who are non-resident aliens (within the
meaning of Code Section 7701(b)(1)(B)) who received no earned income (within the
meaning of Code Section 911(d)(2)) from the Employer which constitutes income
from sources within the United States (within the meaning of Code Section
861(a)(3)) shall not be eligible to participate in this Plan.

     1.19  "EMPLOYEE" means any person who is employed by the Employer. The term
"Employee" shall also include any person who is an employee of an Affiliated
Employer and any Leased Employee deemed to be an Employee as provided in Code
Section 414(n) or (o).

     1.20  "EMPLOYER" means the entity specified in the Adoption Agreement, any
successor which shall maintain this Plan and any predecessor which has
maintained this Plan. In addition, unless the context means otherwise, the term
"Employer" shall include any Participating Employer (as defined in Section 11.1)
which shall adopt this Plan.

     1.21  "ENTRY DATE" means the date elected in Section C.4. of the Adoption
Agreement on which an Employee commences participation in the Plan after
satisfying the eligibility requirements elected in Section C of the Adoption
Agreement.

     1.22  "EXCESS AGGREGATE CONTRIBUTIONS" means, with respect to any Plan
Year, the excess of:

           (a)  The aggregate "Contribution Percentage Amounts" (as defined in
     Section 12.6) actually made on behalf of Highly Compensated Participants
     for such Plan Year and taken into account in computing the numerator of the
     ACP, over

           (b)  The maximum "Contribution Percentage Amounts" permitted by the
     ACP test in Section 12.6 (determined by reducing contributions made on
     behalf of Highly Compensated Participants in order of their "Contribution
     Percentages" beginning with the highest of such percentages).

Such determination shall be made after first taking into account corrections of
any Excess Deferrals pursuant to Section 12.2 and then taking into account
adjustments of any Excess Contributions pursuant to Section 12.5.

     1.23  "EXCESS ANNUAL ADDITIONS" means the excess of the Participant's
"Annual Additions" for the Limitation Year over the "Maximum Permissible
Amount.

     1.24  "EXCESS COMPENSATION" means, with respect to a Plan that is
integrated with Social Security (permitted disparity), a Participant's
Compensation which is in excess of the integration level elected in the Adoption
Agreement.

     However, if Compensation is based on less than a twelve (12) month
determination period, Excess Compensation shall be determined by reducing the
integration level by a fraction, the numerator of which is the number of full
months in the short period and the denominator of which is twelve (12).

     1.25  "EXCESS CONTRIBUTIONS" means, with respect to any Plan Year, the
excess of:

           (a)  The aggregate amount of Employer contributions actually made on
     behalf of Highly Compensated Participants for such Plan Year and taken into
     account in computing the numerator of the ADP, over

           (b)  The maximum amount of such contributions permitted by the ADP
     test in Section 12.4 (determined by hypothetically reducing contributions
     made on behalf of Highly Compensated Participants in order of the actual
     deferral ratios, beginning with the highest of such ratios).

           In determining the amount of Excess Contributions to be distributed
and/or recharacterized with respect to an affected Highly Compensated
Participant as determined herein, such amount shall be reduced by any Excess
Deferrals previously distributed to such affected Highly Compensated Participant
for the Participant's taxable year ending with or within such Plan Year.

     1.26  "EXCESS DEFERRALS" means, with respect to any taxable year of a
Participant, those elective deferrals (within the meaning of Code Section
402(g)) that are includible in the Participant's gross income under Code Section
402(g) to the extent such Participant's elective deferrals for the taxable year
exceed the dollar limitation under such Code Section. Excess Deferrals shall be
treated as an "Annual Addition" pursuant to Section 4.4 when contributed to the
Plan unless distributed to the affected Participant not later than the first
April 15th following the close of the Participant's taxable year in which the
Excess Deferral was


(c) 2001 SunGard Corbel Inc.


                                       4

<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

made. Additionally, for purposes of Sections 4.3(f) and 9.2, Excess Deferrals
shall continue to be treated as Employer contributions even if distributed
pursuant to Section 12.2(e). However, Excess Deferrals of Non-Highly Compensated
Participants are not taken into account for purposes of Section 12.4.

     1.27      "FIDUCIARY" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan.

     1.28      "FISCAL YEAR" means the Employer's tax accounting year.

     1.29      "FLEXINVEST MULTIPLE EMPLOYER PLAN FOR FORMER EMPLOYEES" means
the multiple employer plan sponsored by Massachusetts Mutual Life Insurance
Company ("MassMutual") in which the Employer may agree to participate pursuant
to executing a Participating Employer Agreement with MassMutual.

     1.30      "FORFEITURE" means, with respect to a Former Participant who has
severed employment, that portion of the Participant's Account that is not
Vested.

               (a)  The last day of the Plan Year in which a Former Participant
     who has severed employment with the Employer incurs five (5) consecutive
     1-Year Breaks in Service, or

               (b)  The distribution of the entire Vested portion of the
     Participant's Account of a Former Participant who has severed employment
     with the Employer. For purposes of this provision, if the Former
     Participant has a Vested benefit of zero, then such Former Participant
     shall be deemed to have received a distribution of such Vested benefit as
     of the year in which the severance of employment occurs.

     1.31      "FORMER PARTICIPANT" means a person who has been a Participant,
but who has ceased to be a Participant for any reason.

     1.32      "414(s) COMPENSATION" means any definition of compensation that
satisfies the nondiscrimination requirements of Code Section 414(s) and the
Regulations thereunder. The period for determining 414(s) Compensation must be
either the Plan Year or the calendar year ending with or within the Plan Year.
An Employer may further limit the period taken into account to that part of the
Plan Year or calendar year in which an Employee was a Participant in the
component of the Plan being tested. The period used to determine 414(s)
Compensation must be applied uniformly to all Participants for the Plan Year.

     1.33      "415 COMPENSATION" means, with respect to any Participant, such
Participant's (a) Wages, tips and other compensation on Form W-2, (b) Section
3401(a) wages or (c) 415 safe-harbor compensation as elected in the Adoption
Agreement for purposes of Compensation. 415 Compensation shall be based on the
full Limitation Year regardless of when participation in the Plan commences.
Furthermore, regardless of any election made in the Adoption Agreement, with
respect to Limitation Years beginning after December 31, 1997, 415 Compensation
shall include any elective deferral (as defined in Code Section 402(g)(3)) and
any amount which is contributed or deferred by the Employer at the election of
the Participant and which is not includible in the gross income of the
Participant by reason of Code Section 125, 457, and, for Limitation Years
beginning on or after January 1, 2001 (or as of a date, no earlier than January
1, 1998, as specified in an addendum to the Adoption Agreement), 132(f)(4). For
Limitation Years beginning prior to January 1, 1998, 415 Compensation shall
exclude such amounts.

               Except as otherwise provided herein, if, in connection with the
adoption of any amendment, the definition of 415 Compensation has been modified,
then for Plan Years prior to the Plan Year which includes the adoption date of
such amendment, 415 Compensation means compensation determined pursuant to the
terms of the Plan then in effect.

     1.34      "HIGHLY COMPENSATED EMPLOYEE" means, effective for Plan Years
beginning after December 31, 1996, an Employee described in Code Section 414(q)
and the Regulations thereunder, and generally means any Employee who:

               (a)  was a "five percent (5%) owner" as defined in Section
     1.37(c) at any time during the "determination year" or the "look-back
     year"; or

               (b)  for the "look-back year" had 415 Compensation from the
     Employer in excess of $80,000 and, if elected in the Adoption Agreement,
     was in the Top-Paid Group for the "look-back year." The $80,000 amount
     is adjusted at the same time and in the same manner as under Code Section
     415(d), except that the base period is the calendar quarter ending
     September 30, 1996.

               The "determination year" means the Plan Year for which testing is
being performed and the "look-back year" means the immediately preceding twelve
(12) month period. However, if the calendar year data election is made in the
Adoption Agreement, for purposes of (b) above, the "look-back year" shall be the
calendar year beginning within the twelve (12) month period immediately
preceding the "determination year." Notwithstanding the preceding sentence, if
the calendar year data

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                                       5
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

election is effective with respect to a Plan Year beginning in 1997, then for
such Plan Year the "look-back year" shall be the calendar year ending with or
within the Plan Year for which testing is being performed, and the
"determination year" shall be the period of time, if any, which extends beyond
the "look-back year" and ends on the last day of the Plan Year for which testing
is being performed.

          A highly compensated former employee is based on the rules applicable
to determining highly compensated employee status as in effect for that
"determination year," in accordance with Regulation 1.414(q)-1T, A-4 and IRS
Notice 97-45 (or any superseding guidance).

          In determining whether an employee is a Highly Compensated Employee
for a Plan Year beginning in 1997, the amendments to Code Section 414(q) stated
above are treated as having been in effect for years beginning in 1996.

          For purposes of this Section, for Plan Years beginning prior to
January 1, 1998, the determination of 415 Compensation shall be made by
including amounts that would otherwise be excluded from a Participant's gross
income by reason of the application of Code Sections 125, 402(e)(3),
402(h)(1)(B) and, for Plan Years beginning on or after January 1, 2001 (or as of
a date, no earlier than January 1, 1998, as specified in an addendum to the
Adoption Agreement), 132(f)(4), and, in the case of Employer contributions made
pursuant to a salary reduction agreement, Code Section 403(b).

          In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)) from the Employer constituting United States source income
within the meaning of Code Section 861(a)(3) shall not be treated as Employees.
Additionally, all Affiliated Employers shall be taken into account as a single
employer and Leased Employees within the meaning of Code Sections 414(n)(2) and
414(o)(2) shall be considered Employees unless such Leased Employees are covered
by a plan described in Code Section 414(n)(5) and are not covered in any
qualified plan maintained by the Employer. The exclusion of Leased Employees for
this purpose shall be applied on a uniform and consistent basis for all of the
Employer's retirement plans.

     1.35 "HIGHLY COMPENSATED PARTICIPANT" means any Highly Compensated
Employee who is eligible to participate in the component of the Plan being
tested.

     1.36 "HOUR OF SERVICE" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period (these
hours will be credited to the Employee for the computation period in which the
duties are performed); (2) each hour for which an Employee is directly or
indirectly compensated or entitled to compensation by the Employer
(irrespective of whether the employment relationship has terminated) for
reasons other than performance of duties (such as vacation, holidays, sickness,
incapacity (including disability), jury duty, lay-off, military duty or leave
of absence) during the applicable computation period (these hours will be
calculated and credited pursuant to Department of Labor regulation 2530.200b-2
which is incorporated herein by reference); (3) each hour for which back pay is
awarded or agreed to by the Employer without regard to mitigation of damages
(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). The same Hours of
Service shall not be credited both under (1) or (2), as the case may be, and
under (3).

          Notwithstanding (2) above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable workers' compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee. Furthermore,
for purposes of (2) above, a payment shall be deemed to be made by or due from
the Employer regardless of whether such payment is made by or due from the
Employer directly, or indirectly through, among others, a Plan Fund, or
insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the Plan Fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

          Hours of Service will be credited for employment with all Affiliated
Employers and for any individual considered to be a Leased Employee pursuant
to Code Section 414(n) or 414(o) and the Regulations thereunder. Furthermore,
the provisions of Department of Labor regulations 2530.200b-2(b) and (c) are
incorporated herein by reference.

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

     1.37 "INSURER" means Massachusetts Life Insurance Company or MML Pension
Insurance Company, or any other legal reserve insurance company which shall
issue one or more Contracts or Policies under the Plan. The Insurer's liability
shall be limited to the terms of the issued Contract and Policies.

     1.38 "INVESTMENT MANAGER" means a Fiduciary as described in Act Section
3(38).

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                                       6

<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     1.39 "JOINT AND SURVIVOR ANNUITY" means an annuity for the life of a
Participant with a survivor annuity for the life of the Participant's spouse
which is not less than fifty percent (50%), nor more than one-hundred percent
(100%) of the amount of the annuity payable during the joint lives of the
Participant and the Participant's spouse which can be purchased with the
Participant's Vested interest in the Plan reduced by any outstanding loan
balances pursuant to Section 7.6.

     1.40 "KEY EMPLOYEE" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder. Generally, any Employee or former Employee (as
well as each of such Employee's or former Employee's Beneficiaries) is
considered a Key Employee if, the individual at any time during the Plan Year
that contains the "Determination Date" (as defined in Section 9.2(c)) or any of
the preceding four (4) Plan Years, has been included in one of the following
categories:

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

          (b) one of the ten Employees having annual 415 Compensation from the
      Employer for a Plan Year greater than the dollar limitation in effect
      under Code Section 415(c)(1)(A) for the calendar year in which such Plan
      Year ends and owning (or considered as owning within the meaning of Code
      Section 318) both more than one-half percent (1/2%) interest and the
      largest interests in the Employer;

          (c) a "five percent (5%) owner" of the Employer. "Five percent (5%)
      owner" means any person who owns (or is considered as owning within the
      meaning of Code Section 318) more than five percent (5%) of the value of
      the outstanding stock of the Employer or stock possessing more than five
      percent (5%) of the total combined voting power of all stock of the
      Employer or, in the case of an unincorporated business, any person who
      owns more than five percent (5%) of the capital or profits interest in the
      Employer; and

          (d) a "one percent (1%) owner" of the Employer having annual 415
      Compensation from the Employer of more than $150,000. "One percent (1%)
      owner" means any person who owns (or is considered as owning within the
      meaning of Code Section 318) more than one percent (1%) of the value of
      the outstanding stock of the Employer or stock possessing more than one
      percent (1%) of the total combined voting power of all stock of the
      Employer or, in the case of an unincorporated business, any person who
      owns more than one percent (1%) of the capital or profits interest in the
      Employer.

          In determining percentage ownership hereunder, employers that would
otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) shall be
treated as separate employers. In determining whether an individual has 415
Compensation of more than $150,000, 415 Compensation from each employer
required to be aggregated under Code Sections 414(b), (c), (m) and (o) shall be
taken into account. Furthermore, for purposes of this Section, for Plan Years
beginning prior to January 1, 1998, the determination of 415 Compensation shall
be made by including amounts that would otherwise be excluded from a
Participant's gross income by reason of the application of Code Sections 125,
402(e)(3), 402(h)(1)(B) and, for Plan Years beginning on or after January 1,
2001 (or as of a date, no earlier than January 1, 1998, as specified in an
addendum to the Adoption Agreement), 132(f)(4), and, in the case of Employer
contributions made pursuant to a salary reduction agreement, Code Section
403(b).

     1.41 "LATE RETIREMENT DATE" means the date of, or the first day of the
month or the Anniversary Date coinciding with or next following, whichever
corresponds to the election in the Adoption Agreement for the Normal Retirement
Date, a Participant's actual retirement after having reached the Normal
Retirement Date.

     1.42 "LEASED EMPLOYEE" means, effective with respect to Plan Years
beginning on or after January 1, 1997, any person (other than an Employee of
the recipient Employer) who, pursuant to an agreement between the recipient
Employer and any other person or entity ("leasing organization"), has performed
services for the recipient (or for the recipient and related persons determined
in accordance with Code Section 414(n)(6)) on a substantially full time basis
for a period of at least one year, and such services are performed under
primary direction or control by 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. Furthermore, Compensation for a Leased
Employee shall only include Compensation from the leasing organization that is
attributable to services performed for the recipient Employer.

          A Leased Employee shall not be considered an employee of the recipient
Employer if: (a) such employee is covered by a money purchase pension plan
providing: (1) a nonintegrated employer contribution rate of at least ten
percent (10%) of compensation, as defined in Code Section 415(c)(3), but for
Plan Years beginning prior to January 1, 1998, including amounts contributed
pursuant to a salary reduction agreement which are excludable from the
employee's gross income under Code Sections 125, 402(e)(3), 402(h)(1)(B),
403(b), or for Plan Years beginning on or after January 1, 2001 (or as of a
date, no earlier than January 1, 1998, as specified in an addendum to the
Adoption Agreement), 132(f)(4), (2) immediate participation, and (3) full and
immediate vesting; and (b) leased employees do not constitute more than twenty
percent (20%) of the recipient Employer's nonhighly compensated workforce.


(C) 2001 SunGard Corbel Inc.

                                       7


<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     1.43  "LIMITATION YEAR" means the determination period used to determine
Compensation. However, the Employer may elect a different Limitation Year in the
Adoption Agreement or by adopting a written resolution to such effect. All
qualified plans maintained by the Employer must use the same Limitation Year.
Furthermore, unless there is a change to a new Limitation Year, the Limitation
Year will be a twelve (12) consecutive month period. In the case of an initial
Limitation Year, the Limitation Year will be the twelve (12) consecutive month
period ending on the last day of the period specified in the Adoption Agreement
(or written resolution). If the Limitation Year is amended to a different twelve
(12) consecutive month period, the new "Limitation Year" must begin on a date
within the "Limitation Year" in which the amendment is made.

     1.44  "NET PROFIT" means, with respect to any Fiscal Year, the Employer's
net income or profit for such Fiscal Year determined upon the basis of the
Employer's books of account in accordance with generally accepted accounting
principles, without any reduction for taxes based upon income, or for
contributions made by the Employer to this Plan and any other qualified plan.

     1.45  "NON-ELECTIVE CONTRIBUTION" means the Employer's contributions to the
Plan other than Elective Deferrals, any Qualified Non-Elective Contributions and
any Qualified Matching Contributions. Employer matching contributions which are
not Qualified Matching Contributions shall be considered a Non-Elective
Contribution for purposes of the Plan.

     1.46  "NON-HIGHLY COMPENSATED PARTICIPANT" means any Participant who is not
a Highly Compensated Employee. However, if pursuant to Sections 12.4 or 12.6 the
prior year testing method is used to calculate the ADP or the ACP, a Non-Highly
Compensated Participant shall be determined using the definition of Highly
Compensated Employee in effect for the preceding Plan Year.

     1.47  "NON-KEY EMPLOYEE" means any Employee or former Employee (and such
Employee's or former Employee's Beneficiaries) who is not, and has never been,
a Key Employee.

     1.48  "NORMAL RETIREMENT AGE" means the age elected in the Adoption
Agreement at which time a Participant's Account shall be nonforfeitable (if the
Participant is employed by the Employer on or after that date).

     1.49  "NORMAL RETIREMENT DATE" means the date a Participant attains Normal
Retirement Age as elected in the Adoption Agreement.

     1.50  "1-YEAR BREAK IN SERVICE" means, if the Hour of Service Method is
elected in the Adoption Agreement, the applicable computation period during
which an Employee or former Employee has not completed more than 500 Hours of
Service. Further, solely for the purpose of determining whether an Employee has
incurred a 1-Year Break in Service, Hours of Service shall be recognized for
"authorized leaves of absence" and "maternity and paternity leaves of absence."
For this purpose, Hours of Service shall be credited for the computation period
in which the absence from work begins, only if credit therefore is necessary to
prevent the Employee from incurring a 1-Year Break in Service, or, in any other
case, in the immediately following computation period. The Hours of Service
credited for a "maternity or paternity leave of absence" shall be those which
would normally have been credited but for such absence, or, in any case in which
the Administrator is unable to determine such hours normally credited, eight (8)
Hours of Service per day. The total Hours of Service required to be credited for
a "maternity or paternity leave of absence" shall not exceed the number of Hours
of Service needed to prevent the Employee from incurring a 1-Year Break in
Service.

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

           A "maternity or paternity leave of absence" means an absence from
work for any period by reason of the Employee's pregnancy, birth of the
Employee's child, placement of a child with the Employee in connection with the
adoption of such child, or any absence for the purpose of caring for such child
for a period immediately following such birth or placement.

           If the Elapsed Time Method is elected in the Adoption Agreement, a
"1-Year Break in Service" means a twelve (12) consecutive month period beginning
on the severance from service date or any anniversary thereof and ending on the
next succeeding anniversary of such date; provided, however, that the Employee
or former Employee does not perform an Hour of Service for the Employer during
such twelve (12) consecutive month period.

     1.51  "OWNER-EMPLOYEE" means a sole proprietor who owns the entire interest
in the Employer or a partner (or member in the case of a limited liability
company treated as a partnership or sole proprietorship for federal income tax
purposes) who owns more than ten percent (10%) of either the capital interest or
the profits interest in the Employer and who receives income for personal
services from the Employer.

     1.52  "PARTICIPANT" means any Eligible Employee who has satisfied the
requirements of Section 3.2, became a member on an Entry Date and has not for
any reason become ineligible to participate further in the Plan.


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                                       8
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     1.53 "PARTICIPANT DIRECTED ACCOUNT" means that portion of a Participant's
interest in the Plan with respect to which the Participant has directed the
investment in accordance with the Participant Direction Procedures.

     1.54 "PARTICIPANT DIRECTION PROCEDURES" means such instructions, guidelines
or policies, the terms of which are incorporated herein, as shall be established
pursuant to Section 4.10 and observed by the Administrator and applied and
provided to Participants who have Participant Directed Accounts.

     1.55 "PARTICIPANT'S ACCOUNT" means the account established and maintained
by the Administrator for each Participant with respect to such Participant's
total interest under the Plan resulting from (a) the Employer's contributions in
the case of a Profit Sharing Plan or Money Purchase Plan, and (b) the Employer's
Non-Elective Contributions in the case of a 401(k) Profit Sharing Plan. Separate
accountings shall be maintained with respect to that portion of a Participant's
Account attributable to Employer matching, contributions and to Employer
discretionary contributions made pursuant to Section 12.1(a)(3).

     1.56 "PARTICIPANT'S COMBINED ACCOUNT" means the total aggregate amount of a
Participant's interest under the Plan resulting from Employer contributions
(including Elective Deferrals).

     1.57 "PARTICIPANT'S ELECTIVE DEFERRAL ACCOUNT" means the account
established and maintained by the Administrator for each Participant with
respect to such Participant's total interest in the Plan resulting from Elective
Deferrals. Amounts in the Participant's Elective Deferral Account are
nonforfeitable when made and are subject to the distribution restrictions of
Section 12.2(c).

     1.58 "PARTICIPANT'S MATCHED CONTRIBUTIONS" means any Employee after-tax
contributions subject to an Employer matching contribution elected in Section
I.3 of the Adoption Agreement.

     1.59 "PARTICIPANT'S ROLLOVER ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to such
Participant's interest in the Plan resulting from amounts transferred from
another qualified plan or "conduit" Individual Retirement Account in accordance
with Section 4.6.

     1.60 "PARTICIPANT'S TRANSFER ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to the total
interest in the Plan resulting from amounts transferred to this Plan from a
direct plan-to-plan transfer in accordance with Section 4.7.

     1.61 "PERIOD OF SERVICE" means the aggregate of all periods commencing with
an Employee's first day of employment or reemployment with the Employer or an
Affiliated Employer and ending on the first day of a Period of Severance. The
first day of employment or reemployment is the first day the Employee performs
an Hour of Service. An Employee will also receive partial credit for any Period
of Severance of less than twelve (12) consecutive months. Fractional periods of
a year will be expressed in terms of days.

          Periods of Service with any Affiliated Employer shall be recognized.
Furthermore, Periods of Service with any predecessor employer that maintained
this Plan shall be recognized. Periods of Service with any other predecessor
employer shall be recognized as elected in the Adoption Agreement.

          In determining Periods of Service for purposes of vesting under the
Plan, Periods of Service will be excluded as elected in the Adoption Agreement
and as specified in Section 3.5.

          In the event the method of crediting service is amended from the Hour
of Service Method to the Elapsed Time Method, an Employee will receive credit
for a Period of Service consisting of:

          (a)  A number of years equal to the number of Years of Service
     credited to the Employee before the computation period during which the
     amendment occurs; and

          (b)  The greater of (1) the Periods of Service that would be credited
     to the Employee under the Elapsed Time Method for service during the entire
     computation period in which the transfer occurs or (2) the service taken
     into account under the Hour of Service Method as of the date of the
     amendment.

          In addition, the Employee will receive credit for service subsequent
to the amendment commencing on the day after the last day of the computation
period in which the transfer occurs.

     1.62 "PERIOD OF SEVERANCE" means a continuous period of time during which
an Employee is not employed by the Employer. Such period begins on the date the
Employee retires, quits or is discharged, or if earlier, the twelve (12) month
anniversary of the date on which the Employee was otherwise first absent from
service.

(C) 2001 SunGard Corbel Inc.

                                       9

<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

          In the case of an individual who is absent from work for "maternity or
paternity" reasons, the twelve (12) consecutive month period beginning on the
first anniversary of the first day of such absence shall not constitute a one
year Period of Severance. For purposes of this paragraph, an absence from work
for "maternity or paternity" reasons means an absence (a) by reason of the
pregnancy of the individual, (b) by reason of the birth of a child of the
individual, (c) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or (d) for
purposes of caring for such child for a period beginning immediately following
such birth or placement.

     1.63 "PLAN" means this instrument (hereinafter referred to as the
MassMutual Flexinvest(R) Plan Document [#01] and the Adoption Agreement as
adopted by the Employer, including all amendments thereto and any addendum
which is specifically permitted pursuant to the terms of the Plan.

     1.64 "PLAN FUND" means the assets of the Plan as shall exist from time to
time. Not withstanding any provisions to the contrary, if Plan Funds are
composed of assets outside of the contract, all references to Administrator
shall be replaced with Trustee.

     1.65 "PLAN YEAR" means the Plan's accounting year as specified in the
Adoption Agreement.

     1.66 "PRE-RETIREMENT SURVIVOR ANNUITY" means an immediate annuity for the
life of a Participant's spouse, the payments under which must be equal to the
benefit which can be provided with the percentage, as specified in the Adoption
Agreement, of the Participant's Vested interest in the Plan as of the date of
death. If no election is made in the Adoption Agreement, the percentage shall
be equal to fifty percent (50%). Furthermore, if less than one hundred percent
(100%) of the Participant's Vested interest in the Plan is used to provide the
Pre-Retirement Survivor Annuity, a proportionate share of each of the
Participant's accounts shall be used to provide the Pre-Retirement Survivor
Annuity.

     1.67 "QUALIFIED MATCHING CONTRIBUTION" means any Employer matching
contributions that are made pursuant to Sections 12.1(a)(2) if elected in the
Adoption Agreement, 12.5 and 12.7.

     1.68 "QUALIFIED MATCHING CONTRIBUTION ACCOUNT" means the account
established hereunder to which Qualified Matching Contributions are allocated.
Amounts in the Qualified Matching Contribution Account are nonforfeitable when
made and are subject to the distribution restrictions of Section 12.2(c).

     1.69 "QUALIFIED NON-ELECTIVE CONTRIBUTION" means the Employer's
contributions to the Plan that are made pursuant to Sections 12.1(a)(4) if
elected in the Adoption Agreement, 12.5 and 12.7.

     1.70 "QUALIFIED NON-ELECTIVE CONTRIBUTION ACCOUNT" means the account
established hereunder to which Qualified Non-Elective Contributions are
allocated. Amounts in the Qualified Non-Elective Contribution Account are
nonforfeitable when made and are subject to the distribution restrictions of
Section 12.2(c).

     1.71 "QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT" means the account
established hereunder to which a Participant's tax deductible qualified
voluntary employee contributions made pursuant to Section 4.9 are allocated.

     1.72 "REGULATION" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or a delegate of the Secretary of the Treasury, and
as amended from time to time.

     1.73 "RETIRED PARTICIPANT" means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.

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

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

     1.76 "SHAREHOLDER-EMPLOYEE" means a Participant who owns (or is deemed to
own pursuant to Code Section 318(a)(1)) more than five percent (5%) of the
Employer's outstanding capital stock during any year in which the Employer
elected to be taxed as a Small Business Corporation (S Corporation) under the
applicable Code sections relating to Small Business Corporations.

     1.77 "SHORT PLAN YEAR" means, if specified in the Adoption Agreement, a
Plan Year of less than a twelve (12) month period. If there is a Short Plan
Year, the following rules shall apply in the administration of this Plan. In
determining whether an Employee has completed a Year of Service (or Period of
Service if the Elapsed Time Method is used) for benefit accrual purposes in the
Short Plan Year, the number of the Hours of Service (or months of service if
the Elapsed Time Method is used) required shall be proportionately reduced
based on the number of days (or months) in the Short Plan Year. The

(C) 2001 SUNGARD CORBEL INC.

                                       10

<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

determination of whether an Employee has completed a Year of Service (or Period
of Service) for vesting and eligibility purposes shall be made in accordance
with Department of Labor regulation 2530.203-2(c). In addition, if this Plan is
integrated with Social Security, then the integration level shall be
proportionately reduced based on the number of months in the Short Plan Year.

     1.78 "SPOUSE OR SURVIVING SPOUSE" means the Spouse or Surviving Spouse of
the Participant, provided that a former spouse will be treated as the Spouse or
Surviving Spouse and a current spouse will not be treated as the Spouse or
Surviving Spouse to the extent provided under a qualified domestic relations
order as described in Code Section 414(p).

     1.79 "SUPER TOP-HEAVY PLAN" means a plan which would be a Top-Heavy Plan if
sixty percent (60%) is replaced with ninety percent (90%) in Section 9.2(a).
However, effective as of the first Plan Year beginning after December 31, 1999,
no Plan shall be considered a Super Top-Heavy Plan.

     1.80 "TAXABLE WAGE BASE" means, with respect to any Plan Year, the
contribution and benefit base under Section 230 of the Social Security Act at
the beginning of such Plan Year.

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

     1.82 "TOP-HEAVY PLAN" means a plan described in Section 9.2(a).

     1.83 "TOP-HEAVY PLAN YEAR" means a Plan Year commencing after December 31,
1983, during which the Plan is a Top-Heavy Plan.

     1.84 "TOP-PAID GROUP" shall be determined pursuant to Code Section 414(q)
and the Regulations thereunder and generally means the top twenty percent (20%)
of Employees who performed services for the Employer during the applicable year,
ranked according to the amount of 415 Compensation received from the Employer
during such year. All Affiliated Employers shall be taken into account as a
single employer, and Leased Employees shall be treated as Employees if required
pursuant to Code Section 414(n) or (o). Employees who are non-resident aliens
who received no earned income (within the meaning of Code Section 911(d)(2))
from the Employer constituting United States source income within the meaning of
Code Section 861(a)(3) shall not be treated as Employees. Furthermore, for the
purpose of determining the number of active Employees in any year, the following
additional Employees may also be excluded, however, such Employees shall still
be considered for the purpose of identifying the particular Employees in the
Top-Paid Group:

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

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

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

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

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

          The foregoing exclusions set forth in this Section shall be applied
on a uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable. Furthermore, in applying such exclusions, the
Employer may substitute any lesser service, hours or age.

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

     1.86 "TRUSTEE" means the person or entity named by the Employer or any
successors thereto. The Trustee shall have no responsibility or liability for
the maintenance and compliance of the Plan. The provisions of the separate
trustee agreement shall govern the Trustee's duties and responsibilities.

     1.87 "VALUATION DATE" means each day the New York Stock Exchange is open
for business.

     1.88 "VESTED" means the nonforfeitable portion of any account maintained
on behalf of a Participant.

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                                                     DEFINED  CONTRIBUTION PLAN


     1.89 "VOLUNTARY CONTRIBUTION ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to such
Participant's total interest in the Plan resulting from the Participant's
after-tax voluntary Employee contributions made pursuant to Section 4.7.

          Amounts recharacterized as after-tax voluntary Employee contributions
pursuant to Section 12.5 shall remain subject to the limitations of Section
12.2. Therefore, a separate accounting shall be maintained with respect to that
portion of the Voluntary Contribution Account attributable to after-tax
voluntary Employee contributions made pursuant to Section 4.8.

     1.90 "YEAR OF PARTICIPATION" means a Plan Year in which an Eligible
Employee has completed at least 1,000 Hours of Service (or the number of hours
elected in Section D.2.a.3.f. of the Adoption Agreement) with the Employer.

     1.91 "YEAR OF SERVICE" means the computation period of twelve (12)
consecutive months, herein set forth, and during which an Employee has completed
at least 1,000 Hours of Service (unless a lower number of Hours of Service is
specified in Section D.2.a.3.f. of the Adoption Agreement).

          For purposes of eligibility for participation, the initial computation
period shall begin with the date on which the Employee first performs an Hour of
Service (employment commencement date). The initial computation period beginning
after a 1-Year Break in Service shall be measured from the date on which an
Employee again performs an Hour of Service. Unless otherwise elected in the
Adoption Agreement, the succeeding computation periods shall begin on the
anniversary of the Employee's employment commencement date. However, unless
otherwise elected in the Adoption Agreement, if one (1) Year of Service or less
is required as a condition of eligibility, then the computation period after the
initial computation period shall shift to the current Plan Year which includes
the anniversary of the date on which the Employee first performed an Hour of
Service, and subsequent computation periods shall be the Plan Year. If there is
a shift to the Plan Year, an Employee who is credited with the number of Hours
of Service to be credited with a Year of Service in both the initial eligibility
computation period and the first Plan Year which commences prior to the first
anniversary of the Employee's initial eligibility computation period will be
credited with two (2) Years of Service for purposes of eligibility to
participate.

          If two (2) Years of Service are required as a condition of
eligibility, a Participant will only have completed two (2) Years of Service for
eligibility purposes upon completing two (2) consecutive Years of Service
without an intervening 1-Year Break-in-Service.

          For vesting purposes, and all other purposes not specifically
addressed in this Section, the computation period shall be the period elected in
the Adoption Agreement. If no election is made in the Adoption Agreement, the
computation period shall be the Plan Year.

          In determining Years of Service for purposes of vesting under the
Plan, Years of Service will be excluded as elected in the Adoption Agreement and
as specified in Section 3.7.

          Years of Service and 1-Year Breaks in Service for eligibility purposes
will be measured on the same eligibility computation period. Years of Service
and 1-Year Breaks in Service for vesting purposes will be measured on the same
vesting computation period.

          Years of Service with any Affiliated Employer shall be recognized.
Furthermore, Years of Service with any predecessor employer that maintained this
Plan shall be recognized. Years of Service with any other predecessor employer
shall be recognized as elected in the Adoption Agreement.

          In the event the method of crediting service is amended from the
Elapsed Time Method to the Hour of Service Method, an Employee will receive
credit for Years of Service equal to:

          (a)  The number of Years of Service equal to the number of 1-year
     Periods of Service credited to the Employee as of the date of the
     amendment; and

          (b)  In the computation period which includes the date of the
     amendment, a number of Hours of Service (using the Hours of Service
     equivalency method elected in the Adoption Agreement) to any fractional
     part of a year credited to the Employee under this Section as of the date
     of the amendment.


                                   ARTICLE II
                                 ADMINISTRATION


2.1       POWERS AND RESPONSIBILITIES OF THE EMPLOYER

          (a)  In addition to the general powers and responsibilities otherwise
     provided for in this Plan, the Employer shall be empowered to appoint and
     remove the Administrator and Trustee (if applicable) from time to time as
     it deems necessary for the proper administration of the Plan to ensure that
     the Plan is being operated for the


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                                                       DEFINED CONTRIBUTION PLAN


     exclusive benefit of the Participants and their Beneficiaries in accordance
     with the terms of the Plan, the Code, and the Act. The Employer may appoint
     counsel, specialists, advisers, agents (including any nonfiduciary agent)
     and other persons as the Employer deems necessary or desirable in
     connection with the exercise of its fiduciary duties under this Plan. The
     Employer may compensate such agents or advisers from the assets of the Plan
     as fiduciary expenses (but not including any business (settlor) expenses of
     the Employer), to the extent not paid by the Employer.

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

          (c) The Employer may appoint, at its option, an Investment Manager,
     investment adviser, or other agent to provide direction to the
     Administrator with respect to any or all of the Plan assets. Such
     appointment shall be given by the Employer in writing in a form acceptable
     to the Administrator and shall specifically identify the Plan assets with
     respect to which the Investment Manager or other agent shall have the
     authority to direct the investment.

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

2.2  DESIGNATION OF ADMINISTRATIVE AUTHORITY

          The Employer may appoint one or more Administrators. If the Employer
does not appoint an Administrator, the Employer will be the Administrator. Any
person, including, but not limited to, the Employees of the Employer, shall be
eligible to serve as an Administrator. Any person so appointed shall signify
acceptance by filing written acceptance with the Employer. An Administrator may
resign by delivering a written resignation to the Employer or be removed by the
Employer by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the Administrator if no date is
specified. Upon the resignation or removal of an Administrator, the Employer may
designate in writing a successor to this position. The Insurer shall not be
appointed or considered the Administrator of the Plan.

2.3  ALLOCATION AND DELEGATION OF RESPONSIBILITIES

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

2.4  POWERS AND DUTIES OF THE ADMINISTRATOR

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

          The Administrator shall be charged with the duties of the general
administration of the Plan and the powers necessary to carry out such duties as
set forth under the terms of the Plan, including, but not limited to, the
following:

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

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<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     (b) the authority to review and settle all claims against the Plan,
including claims where the settlement amount cannot be calculated or is not
calculated in accordance with the Plan's benefit formula. This authority
specifically permits the Administrator to settle, in compromise fashion,
disputed claims for benefits and any other disputed claims made against the
Plan;

     (c) to compute, certify, and direct the payment of the amount and the kind
of benefits to which any Participant shall be entitled hereunder;

     (d) to authorize all discretionary or otherwise directed disbursements from
the Plan Fund;

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

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

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

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

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

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

     (k) to assist Participants regarding their rights, benefits, or elections
available under the Plan;

     (l) to act as the named Fiduciary responsible for communicating with
Participants as needed to maintain Plan compliance with Act Section 404(c) (if
the Employer intends to comply with Act Section 404(c)) including, but not
limited to, the receipt and transmission of Participants' directions as to the
investment of their accounts under the Plan and the formation of policies,
rules, and procedures pursuant to which Participants may give investment
instructions with respect to the investment of their accounts; and

     (m) to determine the validity of, and take appropriate action with respect
to, any qualified domestic relations order received by it.

2.5 RECORDS AND REPORTS

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

2.6 APPOINTMENT OF ADVISERS

     The Administrator may appoint counsel, specialists, advisers, agents
(including nonfiduciary agents) and other persons as the Administrator deems
necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and, if applicable, to Plan Participants.

2.7 INFORMATION FROM EMPLOYER

     The Employer shall supply full and timely information to the Administrator
on all pertinent facts as the Administrator may require in order to perform its
functions hereunder as may be pertinent to his duties under the Plan. The
Administrator may rely upon such information as is supplied by the Employer and
shall have no duty or responsibility to verify such information.

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                                       14

<PAGE>
                                                       DEFINED CONTRIBUTION PLAN


2.8  PAYMENT OF EXPENSES

     All expenses of administration may be paid out of the Plan Fund unless
paid by the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties under
the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator in carrying out the instructions of
Participants as to the directed investment of their accounts (if permitted) and
other specialists and their agents, the costs of any bonds required pursuant to
Act Section 412, and other costs of administering the Plan. Until paid, the
expenses shall constitute a liability of the Plan Fund.

2.9  MAJORITY ACTIONS

     Except where there has been an allocation and delegation of administrative
authority pursuant to Section 2.3, if there is more than one Administrator,
then they shall act by a majority of their number, but may authorize one or
more of them to sign all papers on their behalf.

2.10 CLAIMS PROCEDURE

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

2.11      CLAIMS REVIEW PROCEDURE

     Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.10
shall be entitled to request the Administrator to give further consideration to
the claim by filing with the Administrator a written request for a hearing. Such
request, together with a written statement of the reasons why the claimant
believes such claim should be allowed, shall be filed with the Administrator no
later than sixty (60) days after receipt of the written notification provided
for in Section 2.10. The Administrator shall then conduct a hearing within the
next sixty (60) days, at which the claimant may be represented by an attorney or
any other representative of such claimant's choosing and expense and at which
the claimant shall have an opportunity to submit written and oral evidence and
arguments in support of the claim. At the hearing (or prior thereto upon five
(5) business days written notice to the Administrator) the claimant or the
claimant's representative shall have an opportunity to review all documents in
the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within sixty (60) days of receipt of the appeal
(unless there has been an extension of sixty (60) days due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the sixty (60) day period). Such
communication shall be written in a manner calculated to be understood by the
claimant and shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based.
Notwithstanding the preceding, to the extent any of the time periods specified
in this Section are amended by law or Department of Labor regulation, then the
time frames specified herein shall automatically be changed in accordance with
such law or regulation.

     If the Administrator, pursuant to the claims review procedure, makes a
final written determination denying a Participant's or Beneficiary's benefit
claim, then in order to preserve the claim, the Participant or Beneficiary must
file an action with respect to the denied claim not later than one hundred
eighty (180) days following the date of the Administrator's final determination.

                                  ARTICLE III
                                  ELIGIBILITY

3.1       CONDITIONS OF ELIGIBILITY

     Any Eligible Employee shall be eligible to participate hereunder on the
date such Employee has satisfied the conditions of eligibility elected in the
Adoption Agreement.


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<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

3.2 EFFECTIVE DATE OF PARTICIPATION

     An Eligible Employee who has satisfied the conditions of eligibility
pursuant to Section 3.1 shall become a Participant effective as of the Entry
Date. If said Employee is not employed on such date, but is reemployed before a
1-Year Break in Service has occurred, then such Employee shall become a
Participant on the date of reemployment or, if later, the date that the Employee
would have otherwise entered the Plan had the Employee not terminated
employment.

     Unless specifically provided otherwise in the Adoption Agreement, an
Eligible Employee who satisfies the Plan's eligibility requirement conditions by
reason of recognition of service with a predecessor employer will become a
Participant as of the day the Plan credits service with a predecessor employer
or, if later, the date the Employee would have otherwise entered the Plan had
the service with the predecessor employer been service with the Employer.

     If an Employee, who has satisfied the Plan's eligibility requirements and
would otherwise have become a Participant, shall go from a classification of a
noneligible Employee to an Eligible Employee, such Employee shall become a
Participant on the date such Employee becomes an Eligible Employee or, if later,
the date that the Employee would have otherwise entered the Plan had the
Employee always been an Eligible Employee.

     If an Employee, who has satisfied the Plan's eligibility requirements and
would otherwise become a Participant, shall go from a classification of an
Eligible Employee to a noneligible class of Employees, such Employee shall
become a Participant in the Plan on the date such Employee again becomes an
Eligible Employee, or, if later, the date that the Employee would have otherwise
entered the Plan had the Employee always been an Eligible Employee. However, if
such Employee incurs a 1-Year Break in Service, eligibility will be determined
under the Break in Service rules set forth in  Section 3.7.

3.3 DETERMINATION OF ELIGIBILITY

     The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review pursuant to Section 2.11.

3.4 TERMINATION OF ELIGIBILITY

     In the event a Participant shall go from a classification of an Eligible
Employee to an ineligible Employee, such Former Participant shall continue to
vest in the Plan for each Year of Service (or Period of Service, if the Elapsed
Time Method is used) completed while an ineligible Employee, until such time as
the Participant's Account is forfeited or distributed pursuant to the terms of
the Plan. Additionally, the Former Participant's interest in the Plan shall
continue to share in the earnings of the Plan Fund in the same manner as
Participants.

3.5 OMISSION OF ELIGIBLE EMPLOYEE

     If, in any Plan Year, any Employee who should have been included as a
Participant in the Plan 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, then the Employer shall make a subsequent contribution, if
necessary after the application of Section 4.3(e), so that the omitted Employee
receives the total amount which the Employee would have received (including
both Employer Contributions and earnings thereon) had the Employee not been
omitted. Such contribution shall be made regardless of whether it is deductible
in whole or in part in any taxable year under applicable provisions of the Code.

3.6  INCLUSION OF INELIGIBLE EMPLOYEE

     If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such inclusion
is not made until after a contributions for the year has been made and
allocated, the Employer shall be entitled to recover the contribution made with
respect to the ineligible person provided the error is discovered within twelve
(12) months of the date on which it was made. Otherwise, the amount contributed
with respect to the ineligible person shall constitute a Forfeiture for the Plan
Year in which the discovery is made. Notwithstanding the foregoing, any Elective
Deferrals made by an ineligible person shall be distributed to the person (along
with any earnings attributable to such Elective Deferrals).

3.7 REHIRED EMPLOYEES AND BREAKS IN SERVICE

     (a) If any Participant becomes a Former Participant due to severance from
employment with the Employer and is reemployed by the Employer before a 1-Year
Break in Service occurs, the Former Participant shall become a Participant as of
the reemployment date.

     (b) If any Participant becomes a Former Participant due to severance from
employment with the Employer and is reemployed after a 1-Year Break in Service
has occurred, Years of Service (or Periods of Service if

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                                       16
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     the Elapsed Time Method is being used) shall include Years of Service (or
     Periods of Service if the Elapsed Time Method is being used) prior to the
     1-Year Break in Service subject to the following rules:

          (1)  In the case of a Former Participant who under the Plan does not
          have a nonforfeitable right to any interest in the Plan resulting from
          Employer contributions, Years of Service (or Periods of Service)
          before a period of 1-Year Breaks in Service will not be taken into
          account if the number of consecutive 1-Year Breaks in Service equals
          or exceeds the greater of (A) five (5) or (B) the aggregate number of
          pre-break Years of Service (or Periods of Service). Such aggregate
          number of Years of Service (or Periods of Service) will not include
          any Years of Service (or Periods of Service) disregarded under the
          preceding sentence by reason of prior 1-Year Breaks in Service;

          (2)  A Former Participant who has not had Years of Service (or Periods
          of Service) before a 1-Year Break in Service disregarded pursuant to
          (1) above, shall participate in the Plan as of the date of
          reemployment, or if later, as of the date the Former Participant would
          otherwise enter the Plan pursuant to Sections 3.1 and 3.2 taking into
          account all service not disregarded.

          (c)  After a Former Participant who has severed employment with the
     Employer incurs five (5) consecutive 1-Year Breaks in Service, the Vested
     portion of such Former Participant's Account attributable to pre-break
     service shall not be increased as a result of post-break service.

          (d)  If any Participant becomes a Former Participant due to severance
     of employment with the Employer and is reemployed by the Employer before
     five (5) consecutive 1-Year Breaks in Service, and such Former Participant
     had received a distribution of the entire Vested interest prior to
     reemployment, then the forfeited account shall be reinstated only if the
     Former Participant repays the full amount attributable to Employer
     contributions (excluding Employee deferrals) which had been distributed
     unless otherwise elected in Section L5 of the Adoption Agreement. Such
     repayment must be made before the earlier of five (5) years after the first
     date on which the Participant is subsequently reemployed by the Employer or
     the close of the first period of five (5) consecutive 1-Year Breaks in
     Service commencing after the distribution. If a distribution occurs for any
     reason other than a severance of employment, the time for repayment may not
     end earlier than five (5) years after the date of distribution. In the
     event the Former Participant does repay the full amount distributed, the
     undistributed forfeited portion of the Participant's Account must be
     restored in full, unadjusted by any gains or losses occurring subsequent to
     the Valuation Date preceding the distribution. The source for such
     reinstatement may be Forfeitures occurring during the Plan Year. If such
     source is insufficient, then the Employer will contribute an amount which
     is sufficient to restore the Participant's Account, provided, however, that
     if a discretionary contribution is made for such year, such contribution
     will first be applied to restore any such accounts and the remainder shall
     be allocated in accordance with the terms of the Plan. If a non-Vested
     Former Participant was deemed to have received a distribution and such
     Former Participant is reemployed by the Employer before five (5)
     consecutive 1-Year Breaks in Service, then such Participant will be deemed
     to have repaid the deemed distribution as of the date of reemployment.

3.8  ELECTION NOT TO PARTICIPATE

          An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be irrevocable and communicated to the Employer, in writing, within a reasonable
period of time before the beginning of the first Plan Year.

3.9  CONTROL OF ENTITIES BY OWNER-EMPLOYEE

          Effective with respect to Plan Years beginning after December 31,
1996, if this Plan provides contributions or benefits for one or more
Owner-Employees, the contributions on behalf of any Owner-Employee shall be made
only with respect to the Earned Income for such Owner-Employee which is derived
from the trade or business with respect to which such Plan is established.


                                   ARTICLE IV
                          CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

          (a)  For a Money Purchase Plan:

          (1)  The Employer will make contributions on the following basis. On
          behalf of each Participant eligible to share in allocations, for each
          year of such Participant's participation in this Plan, the Employer
          will contribute the amount elected in the Adoption Agreement. All
          contributions by the Employer will be made in cash. In the event a
          funding waiver is obtained, this Plan shall be deemed to be an
          individually designed plan.


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                                       17
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

          (2)  Notwithstanding the foregoing, with respect to an Employer which
          is not a tax-exempt entity, the Employer's contribution for any Fiscal
          Year shall not exceed the maximum amount allowable as a deduction to
          the Employer under the provisions of Code Section 404. However, to the
          extent necessary to provide the Top-Heavy minimum allocations, the
          Employer shall make a contribution even if it exceeds the amount that
          is deductible under Code Section 404.

          (b)  For a Profit Sharing Plan:

          (1)  For each Plan Year, the Employer may (or will in the case of a
          Prevailing Wage contribution) contribute to the Plan such amount as
          elected by the Employer in the Adoption Agreement.

          (2)  Additionally, the Employer will contribute to the Plan the amount
          necessary, if any, to provide the Top-Heavy minimum allocations, even
          if it exceeds current or accumulated Net Profit or the amount that is
          deductible under Code Section 404.

4.2   TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

          Unless otherwise provided by contract or law, the Employer may make
its contribution to the Plan for a particular Plan Year at such time as the
Employer, in its sole discretion, determines. If the Employer makes a
contribution for a particular Plan Year after the close of that Plan Year, the
Employer will designate to the Administrator the Plan Year for which the
Employer is making its contribution.

4.3   ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

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

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

          (1)  For a Money Purchase Plan (other than a Money Purchase Plan which
          is integrated by allocation):

               (i)   The Employer's contribution shall be allocated to each
               Participant's Account in the manner set forth in Section 4.1
               herein and as specified in the Adoption Agreement.

               (ii)  However, regardless of the preceding, a Participant shall
               only be eligible to share in the allocations of the Employer's
               contribution for the year if the conditions set forth in the
               Adoption Agreement are satisfied, unless a top heavy contribution
               is required pursuant to Section 4.3(f). If no election is made in
               the Adoption Agreement, then a Participant shall be eligible to
               share in the allocation of the Employer's contribution for the
               year if the Participant completes more than five hundred (500)
               Hours of Service (or three (3) Months of Service if the Elapsed
               Time method is chosen in the Adoption Agreement) during the Plan
               Year or who is employed on the last day of the Plan Year.
               Furthermore, with respect to a non-standardized Adoption
               Agreement, regardless of any election in the Adoption Agreement
               to the contrary, for the Plan Year in which this Plan terminates,
               a Participant shall only be eligible to share in the allocation
               of the Employer's contributions for the Plan Year if the
               Participant is employed at the end of the Plan Year and has
               completed a Year of Service (or Period of Service if the Elapsed
               Time Method is elected).

          (2)  For an integrated Profit Sharing Plan allocation or a Money
          Purchase Plan which is integrated by allocation:

               (i)  Except as provided in Section 4.3(f) for Top-Heavy purposes
               and subject to the "Overall Permitted Disparity Limits," the
               Employer's contribution shall be allocated to each Participant's
               Account in a dollar amount equal to 5.7% of the sum of each
               Participant's Compensation plus Excess Compensation. If the
               Employer does not contribute such amount for all Participants,
               each Participant will be allocated a share of the contribution in
               the same proportion that each such Participant's Compensation
               plus Excess Compensation for the Plan Year bears to the total
               Compensation plus the total Excess Compensation of all
               Participants for that year. However, in the case of any
               Participant who has exceeded the "Cumulative Permitted Disparity
               Limit," the allocation set forth in this paragraph shall be based
               on such Participant's Compensation rather than Compensation plus
               Excess Compensation.

(C) 2001 SunGard Corbel Inc.

                                       18
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

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

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

           (iii)  However, regardless of the preceding, a Participant shall only
           be eligible to share in the allocations of the Employer's
           Contribution for the year if the conditions set forth in the Adoption
           Agreement are satisfied, unless a contribution is required pursuant
           to Section 4.3(f).

     (3)   For a Profit Sharing Plan with a non-integrated allocation formula or
a Prevailing Wage contribution:

           (i)    The Employer's contribution shall be allocated to each
           Participant's Account in accordance with the allocation method
           elected in the Adoption Agreement.

           (ii)   However, regardless of the preceding, a Participant shall
           only be eligible to share in the allocations of the Employer's
           contribution for the year if the conditions set forth in the Adoption
           Agreement are satisfied, unless a top heavy contribution is required
           pursuant to Section 4.3(f).

     (4)   "Overall Permitted Disparity Limits":

           "Annual Overall Permitted Disparity Limit": Notwithstanding the
           preceding paragraphs, if in any Plan Year this Plan "benefits" any
           Participant who "benefits" under another qualified plan or simplified
           employee pension, as defined in Code Section 408(k), maintained by
           the Employer that either provides for or imputes permitted disparity
           (integrates), then such plans will be considered to be one plan and
           will be considered to comply with the permitted disparity rules if
           the extent of the permitted disparity of all such plans does not
           exceed 100%. For purposes of the preceding sentence, the extent of
           the permitted disparity of a plan is the ratio, expressed as a
           percentage, which the actual benefits, benefit rate, offset rate, or
           employer contribution rate, whatever is applicable under the Plan,
           bears to the limitation under Code Section 401(l) applicable to such
           Plan.

           "Cumulative Permitted Disparity Limit": With respect to a Participant
           who "benefits" or "has benefited" under a defined benefit or target
           benefit plan of the Employer, effective for Plan Years beginning on
           or after January 1, 1994, the cumulative permitted disparity limit
           for the Participant is thirty five (35) total cumulative permitted
           disparity years. Total cumulative permitted disparity years means the
           number of years credited to the Participant for allocation or accrual
           purposes under the Plan, any other qualified plan or simplified
           employee pension plan (whether or not terminated) ever maintained by
           the Employer, while such plan either provides for or imputes
           permitted disparity. For purposes of determining the Participant's
           cumulative permitted disparity limit, all years ending in the same
           calendar year are treated as the same year. If the Participant has
           not "benefited" under a defined benefit or target benefit plan which
           neither provides for nor imputes permitted disparity for any year
           beginning on or after January 1, 1994, then such Participant has no
           cumulative disparity limit.

           For purposes of this Section, "benefiting" means benefiting under the
           Plan for any Plan Year during which a Participant received or is
           deemed to receive an allocation in accordance with Regulation
           1.410(b)-3(a).

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

     (d)  On or before each Anniversary Date, any amounts which became
Forfeitures since the last Anniversary Date may be made available to reinstate
previously forfeited account balances of Former Participants, if any, in
accordance with Section 3.5(d) or used to satisfy any contribution that may be
required pursuant to Section 6.9. The remaining Forfeitures, if any, shall be
treated in accordance with the Adoption Agreement. If no election is made in the
Adoption Agreement, any remaining Forfeitures will be used to reduce any future
Employer contributions under the Plan. However, if the Plan provides for an
integrated allocation, then any remaining Forfeitures will be added to the
Employer's contributions under the Plan. Regardless of the preceding sentences,
in the event the allocation of Forfeitures provided herein shall cause the
"Annual Additions" (as defined in Section 4.4) to any Participant's Account to
exceed the amount allowable by the Code, an adjustment shall be made in
accordance with Section 4.5. Except,


(c) 2001 SunGard Corbel Inc.

                                       19


<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

however, a Participant shall only be eligible to share in the allocations of
Forfeitures for the year if the conditions set forth in the Adoption Agreement
are satisfied, unless a top heavy contribution is required pursuant to Section
4.3(e).

     (e)  Minimum Allocations Required for Top-Heavy Plan Years: Notwithstanding
the foregoing, for any Top-Heavy Plan Year, the sum of the Employer's
contributions and Forfeitures allocated to the Participant's Combined Account of
each Non-Key Employee shall be equal to at least three percent (3%) of such
Non-Key Employee's 415 Compensation (reduced by contributions and forfeitures,
if any, allocated to each Non-Key Employee in any defined contribution plan
included with this Plan in a "required aggregation group" (as defined in Section
9.2(f)). However, if (i) the sum of the Employer's contributions and Forfeitures
allocated to the Participant's Combined Account of each Key Employee for such
Top-Heavy Plan Year is less than three percent (3%) of each Key Employee's 415
Compensation and (ii) this Plan is not required to be included in a "required
aggregation group" (as defined in Section 9.2(f)) to enable a defined benefit
plan to meet the requirements of Code Section 401(a)(4) or 410, the sum of the
Employer's contributions and Forfeitures allocated to the Participant's Combined
Account of each Non-Key Employee shall be equal to the largest percentage
allocated to the Participant's Combined Account of any Key Employee.

          If this is an integrated Plan, then for any Top-Heavy Plan Year the
Employer's contribution shall be allocated as follows and shall still be
required to satisfy the other provisions of this subsection:

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

     (2)  The balance of the Employer's contribution over the amount allocated
     under subparagraph (1) hereof shall be allocated to each Participant's
     Account in a dollar amount equal to three percent (3%) multiplied by a
     Participant's Excess Compensation. If the Employer does not contribute
     such amount for all Participants, each Participant will be allocated a
     share of the contribution in the same proportion that such Participant's
     Excess Compensation bears to the total Excess Compensation of all
     Participants for that year. For purposes of this paragraph, in the case of
     any Participant who has exceeded the cumulative permitted disparity limit
     described in Section 4.3(b)(4), such Participant's total Compensation will
     be taken into account.

     (3)  The balance of the Employer's contribution over the amount allocated
     under subparagraph (2) hereof shall be allocated to each Participant's
     Account in a dollar amount equal to 2.7% multiplied by the sum of each
     Participant's total Compensation plus Excess Compensation. If the Employer
     does not contribute such amount for all Participants, each Participant
     will be allocated a share of the contribution in the same proportion that
     such Participant's total Compensation plus Excess Compensation for the
     Plan Year bears to the total Compensation plus Excess Compensation of all
     Participants for that year. For purposes of this paragraph, in the case of
     any Participant who has exceeded the cumulative permitted disparity limit
     described in Section 4.3(b)(4), such Participant's total Compensation
     rather than Compensation plus Excess Compensation will be taken into
     account.

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

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

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

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

     (g)  For any Top-Heavy Plan Year, the minimum allocations set forth in
this Section shall be allocated to the Participant's Combined Account of all
Non-Key Employees who are Participants and who are employed by the Employer on
the last day of the Plan Year, including Non-Key Employees who have (1) failed
to complete a Year of

(c) 2001 SunGard Corbel Inc.

                                       20
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN


Service; or (2) declined to make mandatory contributions (if required) or, in
the case of a cash or deferred arrangement, Elective Deferrals to the Plan.

     (h)  Notwithstanding anything herein to the contrary, in any Plan Year in
which the Employer maintains both this Plan and a defined benefit pension plan
included in a "required aggregation group" (as defined in Section 9.2(f)) which
is Top-Heavy, the Employer will not be required (unless otherwise elected in the
Adoption Agreement) to provide a Non-Key Employee with both the full separate
minimum defined benefit plan benefit and the full separate defined contribution
plan allocations. In such case, the Top-Heavy minimum benefits will be provided
as elected in the Adoption Agreement and, if applicable, as follows:

     (1)  If the 5% defined contribution minimum is elected in the Adoption
     Agreement:

          (i)   The requirements of Section 9.1 will apply except that each
                Non-Key Employee who is a Participant in the Profit Sharing Plan
                or Money Purchase Plan and who is also a Participant in the
                Defined Benefit Plan will receive a minimum allocation of five
                percent (5%) of such Participant's 415 Compensation from the
                applicable defined contribution plan(s).

          (ii)  For each Non-Key Employee who is a Participant only in the
                defined benefit plan the Employer will provide a minimum
                non-integrated benefit equal to two percent (2%) of such
                Participant's highest five (5) consecutive year average 415
                Compensation for each Year of Service while a participant in the
                plan, in  which the Plan is Top-Heavy, not to exceed ten (10).

          (iii) For each Non-Key Employee who is a Participant only in this
                defined contribution plan, the Employer will provide a minimum
                allocation equal to three percent (3%) of such Participant's 415
                Compensation.

     (2)  If the 2% defined benefit minimum is elected in the Adoption
          Agreement, then for each Non-Key Employee who is a Participant only in
          the defined benefit plan, the Employer will provide a minimum
          non-integrated benefit equal to two percent (2%) of such Participant's
          highest five (5) consecutive year average of 415 Compensation for each
          Year of Service while a participant in the plan, in which the Plan is
          Top-Heavy, not to exceed ten (10).

     (i)  For the purposes of this Section, 415 Compensation will be limited to
the same dollar limitations set forth in Section 1.11 adjusted in such manner as
permitted under Code Section 415(d).

     (j)  Notwithstanding anything in this Section to the contrary, all
information necessary to properly reflect a given transaction may not be
available until after the date specified herein for processing such transaction,
in which case the transaction will be reflected when such information is
received and processed. Subject to express limits that may be imposed under the
Code, the processing of any contribution, distribution or other transaction may
be delayed for any legitimate business reason (including, but not limited to,
failure of systems or computer programs, failure of the means of the
transmission of data, force majeure, the failure of a service provider to timely
receive values or prices, and correction for errors or omissions or the errors
or omissions of any service provider). The processing date of a transaction will
be binding for all purposes of the Plan.

     (k)  Notwithstanding anything to the contrary, if the Plan would otherwise
fail to meet the requirements of Code Section 410(b)(1) or 410(b)(2)(A)(i) and
the Regulations thereunder (including Regulation 1.401(a)(4)-2(b)(4)(vi)(D)(3)
which treats Participants only receiving Top-Heavy minimums as not benefiting)
because Employer contributions would not be allocated to a sufficient number or
percentage of Participants for a Plan Year, then the following rules may be
applied:

     (1)  The group of Participants eligible to share in the Employer's
     contributions or Forfeitures for the Plan Year will be expanded to include
     the minimum number of Participants who would not otherwise be eligible as
     are necessary to satisfy the applicable test specified above. The specific
     Participants who shall become eligible under the terms of this paragraph
     shall be those who have not separated from service prior to the last day of
     the Plan Year and, when compared to similarly situated Participants, have
     completed the greatest number of Hours of Service in the Plan Year.

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

(C) 2001 SunGard Corbel Inc.

                                       21
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

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

4.4  MAXIMUM ANNUAL ADDITIONS

          (a)(1)    If a Participant does not participate in, and has never
     participated in another qualified plan maintained by the Employer, or a
     welfare benefit fund (as defined in Code Section 419(e)) maintained by the
     Employer, or an individual medical account (as defined in Code Section
     415(l)(2)) maintained by the Employer, or a simplified employee pension (as
     defined in Code Section 408(k)) maintained by the Employer which provides
     "Annual Additions," the amount of "Annual Additions" which may be credited
     to the Participant's accounts for any Limitation Year shall not exceed the
     lesser of the "Maximum Permissible Amount" or any other limitation
     contained in this Plan. If the Employer contribution that would otherwise
     be contributed or allocated to the Participant's accounts would cause the
     "Annual Additions" for the Limitation Year to exceed the "Maximum
     Permissible Amount," the amount contributed or allocated will be reduced so
     that the "Annual Additions" for the Limitation Year will equal the "Maximum
     Permissible Amount," and any amount in excess of the "Maximum Permissible
     Amount" which would have been allocated to such Participant may be
     allocated to other Participants.

          (2)  Prior to determining the Participant's actual 415 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 415 Compensation for the Limitation
          Year, uniformly determined for all Participants similarly situated.

          (3)  As soon as is administratively feasible after the end of the
          Limitation Year the "Maximum Permissible Amount" for such Limitation
          Year shall be determined on the basis of the Participant's actual 415
          Compensation for such Limitation Year.

          (b)(1)    This subsection applies if, in addition to this Plan, a
     Participant is covered under another qualified defined contribution plan
     maintained by the Employer that is a "Master or Prototype Plan," a welfare
     benefit fund (as defined in Code Section 419(e)) maintained by the
     Employer, an individual medical account (as defined in Code Section
     415(l)(2)) maintained by the Employer, or a simplified employee pension (as
     defined in Code Section 408(k)) maintained by the Employer, which provides
     "Annual Additions," during any Limitation Year. The "Annual Additions"
     which may be credited to a Participant's accounts under this Plan for any
     such Limitation Year shall not exceed the "Maximum Permissible Amount"
     reduced by the "Annual Additions" credited to a Participant's accounts
     under the other plans and welfare benefit funds, individual medical
     accounts, and simplified employee pensions for the same Limitation Year. If
     the "Annual Additions" with respect to the Participant under other defined
     contribution plans and welfare benefit funds maintained by the Employer
     are less than the "Maximum Permissible Amount" and the Employer
     contribution that would otherwise be contributed or allocated to the
     Participant's accounts under this Plan would cause the "Annual Additions"
     for the Limitation Year to exceed this limitation, the amount contributed
     or allocated will be reduced so that the "Annual Additions" under all such
     plans and welfare benefit funds for the Limitation Year will equal the
     "Maximum Permissible Amount," and any amount in excess of the "Maximum
     Permissible Amount" which would have been allocated to such Participant may
     be allocated to other Participants. If the "Annual Additions" with respect
     to the Participant under such other 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
     account under this Plan for the Limitation Year.

          (2)  Prior to determining the Participant's actual 415 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 415 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 415
          Compensation for the Limitation Year.

          (4)  If, pursuant to Section 4.4(b)(2) or Section 4.5, 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,
          and then by "Annual Additions" to a plan subject to Code Section 412,
          regardless of the actual allocation date.


(C) SUNGARD CORBEL INC.

                                       22

<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

          (5) If an "Excess Amount" was allocated to a Participant on an
          allocation date of this Plan which coincides with an allocation date
          of another plan, the "Excess Amount" attributed to this Plan will be
          the product of:

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

               (ii) the ratio of (1) the "Annual Additions" allocated to the
               Participant for the Limitation Year as of such date under this
               Plan to (2) the total "Annual Additions" allocated to the
               Participant for the Limitation Year as of such date under this
               and all the other qualified defined contribution plans.

          (6) Any "Excess Amount" attributed to this Plan will be disposed of in
          the manner described in Section 4.5.

          (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 Combined Account under this Plan for any Limitation Year will
     be limited in accordance with Section 4.4(b), unless the Employer provides
     other limitations in the Adoption Agreement.

          (d) For any Limitation Year beginning prior to the date the Code
Section 415(e) limits are repealed with respect to this Plan (as specified in
the Adoption Agreement for the GUST transitional rules), if the Employer
maintains, or at any time maintained, a qualified defined benefit plan covering
any Participant in this Plan, then the sum of the Participant's "Defined
Benefit Plan Fraction" and "Defined Contribution Plan Fraction" may not exceed
1.0. In such event, the rate of accrual in the defined benefit plan will be
reduced to the extent necessary so that the sum of the "Defined Contribution
Fraction" and "Defined Benefit Fraction" will equal 1.0. However, in the
Adoption Agreement the Employer may specify an alternative method under which
the plans involved will satisfy the limitations of Code Section 415(e),
including increased Top-Heavy minimum benefits so that the combined limitation
is 1.25 rather than 1.0.

          (e) For purposes of applying the limitations of Code Section 415, the
transfer of funds from one qualified plan to another is not an "Annual
Addition." In addition, the following are not Employee contributions for the
purposes of Section 4.4(f)(1)(b): (1) rollover contributions (as defined in
Code Sections 402(c), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of
loans made to a Participant from the Plan; (3) repayments of distributions
received by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4)
repayments of distributions received by an Employee pursuant to Code Section
411(a)(3)(D) (mandatory contributions); and (5) Employee contributions to a
simplified employee pension excludable from gross income under Code Section
408(k)(6).

          (f) For purposes of this Section, the following terms shall be
defined as follows:

          (1) "Annual Additions" means the sum credited to a Participant's
          accounts for any Limitation Year of (a) Employer contributions, (b)
          Employee contributions (except as provided below), (c) forfeitures,
          (d) amounts allocated, after March 31, 1984, to an individual medical
          account, as defined in Code Section 415(l)(2), which is part of a
          pension or annuity plan maintained by the Employer, (e) amounts
          derived from contributions paid or accrued after December 31, 1985, in
          taxable years ending after such date, which are attributable to
          post-retirement medical benefits allocated to the separate account of
          a key employee (as defined in Code Section 419A(d)(3)) under a welfare
          benefit fund (as defined in Code Section 419(e)) maintained by the
          Employer and (f) allocations under a simplified employee pension.
          Except, however, the Compensation percentage limitation referred to in
          paragraph (f)(9)(ii) shall not apply to: (1) any contribution for
          medical benefits (within the meaning of Code Section 419A(f)(2)) after
          separation from service which is otherwise treated as an "Annual
          Addition," or (2) any amount otherwise treated as an "Annual Addition"
          under Code Section 415(l)(1). Notwithstanding the foregoing, for
          Limitation Years beginning prior to January 1, 1987, only that portion
          of Employee contributions equal to the lesser of Employee
          contributions in excess of six percent (6%) of 415 Compensation or
          one-half of Employee contributions shall be considered an "Annual
          Addition."

               For this purpose, any Excess Amount applied under Section 4.5 in
          the Limitation Year to reduce Employer contributions shall be
          considered "Annual Additions" for such Limitation Year.

          (2) "Defined Benefit Fraction" means a fraction, the numerator of
          which is the sum of the Participant's "Projected Annual Benefits"
          under all the defined benefit plans (whether or not terminated)
          maintained by the Employer, and the denominator of which is the lesser
          of one hundred twenty-five percent (125%) of the dollar limitation
          determined for the Limitation Year under Code Sections 415(b)(1)(A) as
          adjusted by Code Section 415(d) or one hundred forty percent (140%) of
          the "Highest Average Compensation" including any adjustments under
          Code Section 415(b).


(C) 2001 SunGard Corbel Inc.


                                       23










<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     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 one hundred twenty-five percent (125%) of the sum of the annual benefits
under such plans which the Participant had accrued as of the end of the close
of the last Limitation Year beginning before January 1, 1987, disregarding any
changes in the terms and conditions of the plan after May 5, 1986. The
preceding sentence applies only if the defined benefit plans individually and in
the aggregate satisfied the requirements of Code Section 415 for all Limitation
Years beginning before January 1, 1987.

     Notwithstanding the foregoing, for any Top-Heavy Plan Year, one hundred
percent (100%) shall be substituted for one hundred twenty-five percent (125%)
unless the extra Top-Heavy minimum allocation or benefit is being made pursuant
to the Employer's specification in the Adoption Agreement. However, for any
Plan Year in which this Plan is a Super Top-Heavy Plan, one hundred percent
(100%) shall always be substituted for one hundred twenty-five percent (125%).

(3)  Defined Contribution Dollar Limitation means $30,000 as adjusted under Code
Section 415(d).

(4)  Defined Contribution Fraction means a fraction, the numerator of which is
the sum of the "Annual Additions" to the Participant's accounts under all the
defined contribution plans (whether or not terminated) maintained by the
Employer for the current and all prior "Limitation Years," (including the
"Annual Additions" attributable to the Participant's nondeductible voluntary
employee contributions to any defined benefit plans, whether or not terminated,
maintained by the Employer and the "Annual Additions" attributable to all
welfare benefit funds (as defined in Code Section 419(e)), individual medical
accounts (as defined in Code Section 415(l)(2)), and simplified employee
pensions (as defined in Code Section 408(k)) 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 in which the Employee had 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 one hundred twenty-five percent (125%) of the dollar limitation
determined under Code Section 415(c)(1)(A) as adjusted by Code Section 415(d) or
thirty-five percent (35%) of the Participant's 415 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 5,
1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the "Defined Benefit Fraction" would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to the product of (1)
the excess of the sum of the fractions over 1.0 times (2) the denominator of
this fraction, will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as they would be
computed as of the end of the last Limitation Year beginning before January 1,
1987, and disregarding any changes in the terms and conditions of the plan made
after May 5, 1986, but using the Code Section 415 limitation applicable to the
first Limitation Year beginning on or after January 1, 1987.

     For Limitation Years beginning prior to January 1, 1987, the "Annual
Additions" shall not be recomputed to treat all Employee contributions as
"Annual Additions."

     Notwithstanding the foregoing, for any Top-Heavy Plan Year, one hundred
percent (100%) shall be substituted for one hundred twenty-five percent (125%)
unless the extra Top-Heavy minimum allocation or benefit is being made pursuant
to the Employer's specification in the Adoption Agreement. However, for any
Plan Year in which this Plan is a Super Top-Heavy Plan, one hundred percent
(100%) shall always be substituted for one hundred twenty-five percent (125%).

(5)  "Employer" means the Employer that adopts this Plan and all Affiliated
Employers, except that for purposes of this Section, the determination of
whether an entity is an Affiliated Employer shall be made by applying Code
Section 415(h).

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

(7)  "Highest Average Compensation" means the average Compensation for the
three (3) consecutive Years of Service with the Employer while a Participant in
the Plan that produces the highest average. A Year of Service with the Employer
is the twelve (12) consecutive month period ending on the last day of the
Limitation Year.

(8)  "Master or Prototype Plan" means a plan the form of which is the subject
of a favorable opinion letter from the Internal Revenue Service.


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                                       24

<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     (9)  "Maximum Permissible Amount" means the maximum Annual Addition that
     may be contributed or allocated to a Participant's accounts under the Plan
     for any "Limitation Year," which shall not exceed the lesser of:

          (i)  the "Defined Contribution Dollar Limitation," or

          (ii) twenty-five percent (25%) of the Participant's 415 Compensation
          for the "Limitation Year."

               The Compensation Limitation referred to in (ii) shall not apply
          to any contribution for medical benefits (within the meaning of Code
          Sections 401(h) or 419A(f)(2)) which is otherwise treated as an
          "Annual Addition."


               If a short Limitation Year is created because of an amendment
          changing the Limitation Year to a different twelve (12) consecutive
          month period, the "Maximum Permissible Amount" will not exceed the
          "Defined Contribution Dollar Limitation multiplied by a fraction, the
          numerator of which is the number of months in the short Limitation
          Year and the denominator of which is twelve (12).

     (10) "Projected Annual Benefit" means the annual retirement benefit
     (adjusted to an actuarially equivalent "straight life annuity" if such
     benefit is expressed in a form other than a "straight life annuity" or
     qualified joint and survivor annuity) to which the Participant would be
     entitled under the terms of the plan assuming:

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

          (ii) the Participant's 415 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.

     For purposes of this subsection, "straight life annuity" means an annuity
     that is payable in equal installments for the life of the Participant that
     terminates upon the Participant's death.

     (g)  Notwithstanding anything contained in this Section to the contrary,
the limitations, adjustments and other requirements prescribed in this Section
shall at all times comply with the provisions of Code Section 415 and the
Regulations thereunder.


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                                                       DEFINED CONTRIBUTION PLAN

4.5  ADJUSTMENT FOR EXCESS ANNUAL ADDITIONS

          Allocation of "Annual Additions" (as defined in Section 4.4) to a
Participant's Combined Account for a Limitation Year generally will cease once
the limits of Section 4.4 have been reached for such Limitation Year. However,
if as a result of the allocation of Forfeitures, a reasonable error in
estimating a Participant's annual 415 Compensation, a reasonable error in
determining the amount of elective deferrals (within the meaning of Code
Section 402(g)(3)) that may be made with respect to any Participant under the
limits of Section 4.4, or other facts and circumstances to which Regulation
1.415-6(b)(6) shall be applicable, the "Annual Additions" under this Plan would
cause the maximum provided in Section 4.4 to be exceeded, the "Excess Amount"
will be disposed of in one of the following manners, as uniformly determined by
the Plan Administrator for all Participants similarly situated:

          (a)  Any after-tax voluntary Employee contributions (plus attributable
     gains), to the extent they would reduce the Excess Amount, will be
     distributed to the Participant;

          (b)  Any Participant Matched Contribution (plus attributable gains) to
     the extent they would reduce the Excess Amount, will be distributed to the
     Participant;

          (c)  If, after the application of subparagraph (a), an "Excess
     Amount" still exists, any Elective Deferrals (and for Limitation Years
     beginning after December 31, 1995, any gains attributable to such Elective
     Deferrals), to the extent they would reduce the Excess Amount, will be
     distributed to the Participant;

          (d)  If, after the application of subparagraphs (a), (b) and (c), an
     "Excess Amount" still exists, and the Participant is covered by the Plan at
     the end of the Limitation Year, the "Excess Amount" in the Participant's
     Account will be used to reduce Employer contributions (including any
     allocation of Forfeitures) for such Participant in the next Limitation
     Year, and each succeeding Limitation Year if necessary;

          (e)  If, after the application of subparagraphs (a), (b) and (c), 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; and

          (f)  If a suspense account is in existence at any time during a
     Limitation Year pursuant to this Section, no investment gains and losses
     shall be allocated to such suspense account. If a suspense account is in
     existence at any time during a particular Limitation Year, all amounts in
     the suspense account must be allocated and reallocated to Participants'
     Accounts before any Employer contributions may be made to the Plan for that
     Limitation Year. Except as provided in (a), (b) and (c) above, "Excess
     Amounts" may not be distributed to Participants or Former Participants.

4.6  ROLLOVERS

          (a)  If elected in the Adoption Agreement and with the consent of the
     Administrator and the Insurer, the Plan may accept a "rollover," provided
     the "rollover" will not jeopardize the tax-exempt status of the Plan or
     create adverse tax consequences for the Employer. The amounts rolled over
     shall be set up in a separate account herein referred to as a
     "Participant's Rollover Account." Such account shall be fully Vested at all
     times and shall not be subject to forfeiture for any reason. For purposes
     of this Section, the term Participant shall include any Eligible Employee
     who is not yet a Participant, if, pursuant to the Adoption Agreement,
     "rollovers" are permitted to be accepted from Eligible Employees. In
     addition, for purposes of this Section the term Participant shall also
     include former Employees maintaining an account balance in the Plan if the
     Employer and Administrator consent to accept "rollovers" of distributions
     made to former Employees from any plan of the Employer.

          (b)  Amounts in a Participant's Rollover Account shall be held by the
     Administrator pursuant to the provisions of this Plan and may not be
     withdrawn by, or distributed to the Participant, in whole or in part,
     except as elected in the Adoption Agreement and subsection (c) below. The
     Administrator shall have no duty or responsibility to inquire as to the
     propriety of the amount, value or type of assets transferred, nor to
     conduct any due diligence with respect to such assets; provided, however,
     that such assets are otherwise eligible to be held by the Administrator
     under the terms of this Plan.

          (c)  At Normal Retirement Date, or such other date when the
     Participant or Eligible Employee or such Participant's or Eligible
     Employee's Beneficiary shall be entitled to receive benefits, the
     Participant's Rollover Account shall be used to provide additional benefits
     to the Participant or the Participant's Beneficiary. Any distribution of
     amounts held in a Participant's Rollover Account shall be made in a manner
     which is consistent with and satisfies the provisions of Sections 6.5 and
     6.6, including, but not limited to, all notice and consent requirements of
     Code Sections 411(a)(11) and 417 and the Regulations thereunder.
     Furthermore, such amounts shall be considered to be part of a

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                                                       DEFINED CONTRIBUTION PLAN

     Participant's benefit in determining whether an involuntary cash-out of
     benefits may be made without Participant consent.

          (d)  For purposes of this Section, the term "qualified plan" shall
     mean any tax qualified plan under Code Section 401(a), or any other plans
     from which distributions are eligible to be rolled over into this Plan
     pursuant to the Code. The term "rollover" means: (i) amounts transferred to
     this Plan in a direct rollover made pursuant to Code Section 401(a)(31)
     from another "qualified plan"; (ii) distributions received by an Employee
     from other "qualified plans" which are eligible for tax-free rollover to a
     "qualified plan" and which are transferred by the Employee to this Plan
     within sixty (60) days following receipt thereof; (iii) amounts transferred
     to this Plan from a conduit individual retirement account provided that the
     conduit individual retirement account has no assets other than assets which
     (A) were previously distributed to the Employee by another "qualified plan"
     (B) were eligible for tax-free rollover to a "qualified plan" and (C) were
     deposited in such conduit individual retirement account within sixty (60)
     days of receipt thereof; (iv) amounts distributed to the Employee from a
     conduit individual retirement account meeting the requirements of clause
     (iii) above, and transferred by the Employee to this Plan within sixty (60)
     days of receipt thereof from such conduit individual retirement account;
     and (v) any other amounts which are eligible to be rolled over to this Plan
     pursuant to the Code.

          (e)  Prior to accepting any "rollovers" to which this Section applies,
     the Administrator or the Insurer may require the Employee to establish (by
     providing opinion of counsel or otherwise) that the amounts to be rolled
     over to this Plan meet the requirements of this Section.

4.7  PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS

          (a)  With the consent of the Administrator and the Insurer, amounts
     may be transferred (within the meaning of Code Section 414(l)) to this Plan
     from other tax qualified plans under Code Section 401(a), provided the plan
     from which such funds are transferred permits the transfer to be made and
     the transfer will not jeopardize the tax-exempt status of the Plan or
     create adverse tax consequences for the Employer. Prior to accepting any
     transfers to which this Section applies, the Administrator or the Insurer
     may require an opinion of counsel that the amounts to be transferred meet
     the requirements of this Section. The amounts transferred shall be set up
     in a separate account herein referred to as a "Participant's Transfer
     Account." Furthermore, for Vesting purposes, the Participant's Transfer
     Account shall be treated as a separate "Participant's Account."

          (b)  Amounts in a Participant's Transfer Account shall be held by the
     Administrator pursuant to the provisions of this Plan and may not be
     withdrawn by, or distributed to the Participant, in whole or in part,
     except as elected in the Adoption Agreement and subsection (d) below,
     provided the restrictions of subsection (c) below and Section 6.15 are
     satisfied. The Administrator shall have no duty or responsibility to
     inquire as to the propriety of the amount, value or type of assets
     transferred, nor to conduct any due diligence with respect to such assets;
     provided, however, that such assets are otherwise eligible to be held by
     the Administrator under the terms of this Plan.

          (c)  Except as permitted by Regulations (including Regulation
     1.411(d)-4), amounts attributable to elective contributions (as defined in
     Regulation 1.401(k)-1(g)(3)), including amounts treated as elective
     contributions, which are transferred from another qualified plan in a
     plan-to-plan transfer (other than a direct rollover) shall be subject to
     the distribution limitations provided for in Regulation 1.401(k)-1(d).

          (d)  At Normal Retirement Date, or such other date when the
     Participant or the Participant's Beneficiary shall be entitled to receive
     benefits, the Participant's Transfer Account shall be used to provide
     additional benefits to the Participant or the Participant's Beneficiary.
     Any distribution of amounts held in a Participant's Transfer Account shall
     be made in a manner which is consistent with and satisfies the provisions
     of Sections 6.5 and 6.6, including, but not limited to, all notice and
     consent requirements of Code Sections 411(a)(11) and 417 and the
     Regulations thereunder. Furthermore, such amounts shall be considered to be
     part of a Participant's benefit in determining whether an involuntary
     cash-out of benefits may be made without Participant consent.

          (e)  Notwithstanding anything herein to the contrary, a transfer
     directly to this Plan from another qualified plan (or a transaction having
     the effect of such a transfer) shall only be permitted if it will not
     result in the elimination or reduction of any "Section 411(d)(6) protected
     benefit" as described in Section 8.1(e).

4.8  VOLUNTARY EMPLOYEE CONTRIBUTIONS

          (a)  If elected in the Adoption Agreement, each Participant may, in
     accordance with nondiscriminatory procedures established by the
     Administrator, elect to make after-tax voluntary Employee contributions to
     this Plan. Such contributions must generally be deposited to the Plan Fund
     within a reasonable period of time after being received by the Employer.

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


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                                       27
<PAGE>
                                                       Defined Contribution Plan


     (c) A Participant may elect at any time to withdraw after-tax voluntary
Employee contributions from such Participant's Voluntary Contribution Account
and the actual earnings thereon in a manner which is consistent with and
satisfies the provisions of Section 6.5, including, but not limited to, all
notice and consent requirements of Code Sections 401(a)(11) and 417 and the
Regulations thereunder. If the Administrator maintains sub-accounts with
respect to after-tax voluntary Employee contributions (and earnings thereon)
which were made on or before a specified date, a Participant shall be permitted
to designate which sub-account shall be the source for the withdrawal.
Forfeitures of Employer contributions shall not occur solely as a result of an
Employee's withdrawal of after-tax voluntary Employee contributions.

     In the event a Participant has received a hardship distribution pursuant
to Regulation 1.401(k)-1(d)(2)(iii)(B) from any plan maintained by the Employer,
then the Participant shall be barred from making any after-tax voluntary
Employee contributions for a period of twelve (12) months after receipt of the
hardship distribution.

     (d) At Normal Retirement Date, or such other date when the Participant or
the Participant's Beneficiary is entitled to receive benefits, the Participant's
Voluntary Contribution Account shall be used to provide additional benefits to
the Participant or the Participant's Beneficiary.

     (e) To the extent a Participant has previously made mandatory Employee
contributions under prior provisions of this Plan, such contributions will be
treated as after-tax voluntary Employee contributions.

4.9  QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS

     (a) If this is an amendment to a Plan that previously permitted deductible
voluntary Employee contributions, then each Participant who made "Qualified
Voluntary Employee Contributions" within the meaning of Code Section 219(e)(2)
as it existed prior to the enactment of the Tax Reform Act of 1986, shall have
such contributions held in a separate Qualified Voluntary Employee Contribution
Account which shall be fully Vested at all times. Such contributions, however,
shall not be permitted for taxable years beginning after December 31, 1986.

     (b) A Participant may, upon written request delivered to the
Administrator, make withdrawals from such Participant's Qualified Voluntary
Employee Contribution Account. Any distribution shall be made in a manner which
is consistent with and satisfies the provisions of Section 6.5, including, but
not limited to, all notice and consent requirements of Code Sections 401(a)(11)
and 417 and the Regulations thereunder.

     (c) At Normal Retirement Date, or such other date when the Participant or
the Participant's Beneficiary is entitled to receive benefits, the Qualified
Voluntary Employee Contribution Account shall be used to provide additional
benefits to the Participant or the Participant's Beneficiary.

4.10 DIRECTED INVESTMENT ACCOUNT

     (a) If elected in the Adoption Agreement, all Participants may direct the
Administrator as to the investment of all or a portion of their individual
account balances as set forth in the Adoption Agreement and within limits set
by the Employer. Participants may direct the Administrator, in writing (or in
such other form which is acceptable to the Administrator), to invest their
accounts in specific assets, specific funds or other investments permitted
under the Plan and the Participant Direction Procedures. That portion of the
account of any Participant that is subject to investment direction of such
Participant will be considered a Participant Directed Account.

     (b) The Administrator will establish a Participant Direction Procedure, to
be applied in a uniform and nondiscriminatory manner, setting forth the
permissible investment options under this Section, how often changes between
investments may be made, and any other limitations and provisions that the
Administrator may impose on a Participant's right to direct investments.

     (c) The Administrator may, in its discretion, include or exclude by
amendment or other action from the Participant Direction Procedures such
instructions, guidelines or policies as it deems necessary or appropriate to
ensure proper administration of the Plan, and may interpret the same
accordingly.

     (d) As of each Valuation Date, all Participant Directed Accounts shall be
charged or credited with the net earnings, gains, losses and expenses as well
as any appreciation or depreciation in the market value using publicly listed
fair market values when available or appropriate as follows:

     (1) to the extent the assets in a Participant Directed Account are
accounted for as pooled assets or investments, the allocation of earnings,
gains and losses of each Participant's Account shall be based upon the total
amount of funds so invested in a manner proportionate to the Participant's
share of such pooled investment; and


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                                       28
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     (2) to the extent the assets in a Participant Directed Account are
accounted for as segregated assets, the allocation of earnings, gains on and
losses from such assets shall be made on a separate and distinct basis.

     (e) Investment directions will be processed as soon as administratively
practicable after proper investment directions are received from the
Participant. No guarantee is made by the Plan, Employer or Administrator that
investment directions will be processed on a daily basis, and no guarantee is
made in any respect regarding the processing time of an investment direction.
Notwithstanding any other provision of the Plan, the Employer or Administrator
reserves the right to not value an investment option on any given Valuation
Date for any reason deemed appropriate by the Employer or Administrator.
Furthermore, the processing of any investment transaction may be delayed for
any legitimate business reason (including, but not limited to, failure of
systems or computer programs, failure of the means of the transmission of data,
force majeure, the failure of a service provider or Insurer to timely receive
values or prices, and correction for errors or omissions or the errors or
omissions of any service provider). The processing date of a transaction will
be binding for all purposes of the Plan and considered the applicable Valuation
Date for an investment transaction.

     (f) If the Employer has elected in the Adoption Agreement that it intends
to operate any portion of this Plan as an Act Section 404(c) plan, the
Participant Direction Procedures should provide an explanation of the
circumstances under which Participants and their Beneficiaries may give
investment instructions, including but not limited to, the following:

     (1) the conveyance of instructions by the Participants and their
     Beneficiaries to invest Participant Directed Accounts in a Directed
     Investment Option;

     (2) the name, address and phone number of the Fiduciary (and, if
     applicable, the person or persons designated by the Fiduciary to act on its
     behalf) responsible for providing information to the Participant or a
     Beneficiary upon request relating to the Directed Investment Options;

     (3) applicable restrictions on transfers to and from any Designated
     Investment Alternative;

     (4) any restrictions on the exercise of voting, tender and similar rights
     related to a Directed Investment Option by the Participants or their
     Beneficiaries;

     (5) a description of any transaction fees and expenses which affect the
     balances in Participant Directed Accounts in connection with the purchase
     or sale of a Directed Investment Option; and

     (6) general procedures for the dissemination of investment and other
     information relating to the Designated Investment Alternatives as deemed
     necessary or appropriate, including but not limited to a description of the
     following:

          (i)   the investment vehicles available under the Plan, including
          specific information regarding any Designated Investment Alternative;

          (ii)  any designated Investment Managers; and

          (iii) a description of the additional information that may be obtained
          upon request from the Fiduciary designated to provide such
          information.

     (g) With respect to those assets in a Participant's Directed Account, the
Participant or Beneficiary shall direct the Administrator or Trustee with
regard to any voting, tender and similar rights associated with the ownership
of such assets (hereinafter referred to as the "Stock Rights") as follows based
on the election made in the Adoption Agreement:

     (1) each Participant or Beneficiary shall direct the Administrator or
     Trustee to vote or otherwise exercise such Stock Rights in accordance with
     the provisions, conditions and terms of any such Stock Rights;

     (2) such directions shall be provided to the Administrator or Trustee by
     the Participant or Beneficiary in accordance with the procedure as
     established by the Administrator and the Trustee shall vote or otherwise
     exercise such Stock Rights with respect to which it has received directions
     to do so under this Section; and

     (3) to the extent to which a Participant or Beneficiary does not instruct
     the Administrator or Trustee to vote or otherwise exercise such Stock
     Rights, such Participants or Beneficiaries shall be deemed to have directed
     the Trustee that such Stock Rights remain nonvoted and unexercised.

     (h) Any information regarding investments available under the Plan, to the
extent not required to be described in the Participant Direction Procedures,
may be provided to Participants in one or more documents (or in any

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<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     other form, including, but not limited to, electronic media) which are
     separate from the Participant Direction Procedures and are not thereby
     incorporated by reference into this Plan.

4.11 QUALIFIED MILITARY SERVICE

          Notwithstanding any provisions of this Plan to the contrary, effective
as of the later of December 12, 1994, or the Effective Date of the Plan,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Code Section 414(u). Furthermore,
loan repayments may be suspended under this Plan as permitted under Code Section
414(u)(4).


                                   ARTICLE V
                                   VALUATIONS


5.1  VALUATION OF THE PLAN FUND

          For Plan assets other than the individual and group contracts, the
Administrator shall direct the Trustee, as of each Anniversary Date, to
determine the net worth of the assets comprising the Plan Fund as it exists on
the Valuation Date.

          For Plan assets held in individual and group contracts, the
Administrator shall as of each Anniversary Date, determined the net worth of the
assets comprising the Plan Fund as it exists on the Anniversary Date. In
determining such net worth, the Administrator shall value the assets comprising
the Plan Fund at their contractual value as of the Anniversary Date and shall
deduct all applicable expenses under the contract(s). In determining such net
worth, the Administrator shall value the assets comprising the Plan Fund at
their fair market value (or their contractual value in the case of a Contract or
Policy) as of the Anniversary Date and shall deduct all expenses for which the
Administrator has not yet been paid by the Employer or the Plan Fund. The
Administrator may update the value of any shares held in a Participant Directed
Account by reference to the number of shares held on behalf of the Participant,
priced at the market value as of the Anniversary Date.

5.2  METHOD OF VALUATION

          In determining the fair market value of securities held in the Plan
Fund which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on such
exchange preceding the close of business on the Valuation Date. If such
securities were not traded on the Valuation Date, or if the exchange on which
they are traded was not open for business on the Valuation Date, then the
securities shall be valued at the prices at which they were last traded prior to
the Valuation Date. Any unlisted security held in the Plan Fund shall be valued
at its bid price next preceding the close of business on the Valuation Date,
which bid price shall be obtained from a registered broker or an investment
banker. In determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise such
assets itself, or in its discretion, employ one or more appraisers for that
purpose and rely on the values established by such appraiser or appraisers.


                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS


6.1  DETERMINATION OF BENEFITS UPON RETIREMENT

          Every Participant may terminate employment with the Employer and
retire for purposes hereof on the Participant's Normal Retirement Date or Early
Retirement Date. However, a Participant may postpone the termination of
employment with the Employer to a later date, in which event the participation
of such Participant in the Plan, including the right to receive allocations
pursuant to Section 4.3, shall continue until such Participant's Retirement
Date. Upon a Participant's Retirement Date, or if elected in the Adoption
Agreement, the attainment of Normal Retirement Date without termination of
employment with the Employer, or as soon thereafter as is practicable, the
Administrator shall direct the distribution, at the election of the Participant,
of the Participant's entire Vested interest in the Plan in accordance with
Section 6.5.

6.2  DETERMINATION OF BENEFITS UPON DEATH

          (a)  Upon the death of a Participant before the Participant's
     Retirement Date or other termination of employment, all amounts credited to
     such Participant's Combined Account shall become fully Vested. The
     Administrator shall direct, in accordance with the provisions of Sections
     6.6 and 6.7, the distribution of the deceased Participant's Vested accounts
     to the Participant's Beneficiary in any form listed in Section 6.5(b).

          (b)  Upon the death of a Former Participant, the Administrator shall
     direct, in accordance with the provisions of Sections 6.6 and 6.7, the
     distribution of any remaining Vested amounts credited to the accounts of
     such deceased Former Participant to such Former Participant's Beneficiary.

          (c)  The Administrator and Insurer may require such proper proof of
     death and such evidence of the right of any person to receive payment of
     the value of the account of a deceased Participant or Former Participant as
     the


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<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     Administrator may deem desirable. The Administrator's determination of
     death and of the right of any person to receive payment shall be
     conclusive.

          (d) Unless otherwise elected in the manner prescribed in Section 6.6,
     the Beneficiary of the Pre-Retirement Survivor Annuity shall be the
     Participant's surviving spouse. Except, however, the Participant may
     designate a Beneficiary other than the spouse for the Pre-Retirement
     Survivor Annuity if:

          (1) the Participant and the Participant's spouse have validly waived
     the Pre-Retirement Survivor Annuity in the manner prescribed in Section
     6.6, and the spouse has waived the right to be the Participant's
     Beneficiary,

          (2) the Participant is legally separated or has been abandoned (within
     the meaning of local law) and the Participant has a court order to such
     effect (and there is no "qualified domestic relations order" as defined in
     Code Section 414(p) which provides otherwise),

          (3) the Participant has no spouse, or

          (4) the spouse cannot be located.

              In such event, the designation of a Beneficiary shall be made on a
     form satisfactory to the Administrator. A Participant may at any time
     revoke a designation of a Beneficiary or change a Beneficiary by filing
     written (or in such other form as permitted by the IRS) notice of such
     revocation or change with the Administrator. However, the Participant's
     spouse must again consent in writing (or in such other form as permitted by
     the IRS) to any change in Beneficiary unless the original consent
     acknowledged that the spouse had the right to limit consent only to a
     specific Beneficiary and that the spouse voluntarily elected to relinquish
     such right.

          (e) A Participant may, at any time, designate a Beneficiary for death
     benefits, if any, payable under the Plan that are in excess of the
     Pre-Retirement Survivor Annuity without the waiver or consent of the
     Participant's spouse. In the event no valid designation of Beneficiary
     exists, or if the Beneficiary is not alive at the time of the Participant's
     death, the death benefit will be paid in the following order of priority,
     unless the Employer specifies a different order of priority in an addendum
     to the Adoption Agreement, to:

          (1) The Participant's surviving spouse;

          (2) The Participant's children, including adopted children, per
     stirpes

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

          (4) The Participant's estate.

     If the Beneficiary does not predecease the Participant, but dies prior to
     distribution of the death benefit, the death benefit will be paid to the
     Beneficiary's estate.

          (f) Notwithstanding anything in this Section to the contrary, if a
     Participant has designated the spouse as a Beneficiary, then a divorce
     decree or a legal separation that relates to such spouse shall revoke the
     Participant's designation of the spouse as a Beneficiary unless the decree
     or a qualified domestic relations order (within the meaning of Code Section
     414(p)) provides otherwise or a subsequent Beneficiary designation is made.

          (g) If the Plan provides an insured death benefit and a Participant
     dies before any insurance coverage to which the Participant is entitled
     under the Plan is effected, the death benefit from such insurance coverage
     shall be limited to the premium which was or otherwise would have been used
     for such purpose.

          (h) In the event of any conflict between the terms of this Plan and
     the terms of any Contract issued hereunder, the Plan provisions shall
     control.

6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

          Total and Permanent Disability shall be determined by the method
elected in Section E7 of the Adoption Agreement. In the event of a Participant's
Total and Permanent Disability prior to the Participant's Retirement Date or
other termination of employment, all amounts credited to such Participant's
Combined Account shall become fully Vested. In the event of a Participant's
Total and Permanent Disability, the Administrator, in accordance with the
provisions of Sections 6.5 and 6.7, shall direct the distribution to such
Participant of all Vested amounts credited to such Participant's Combined
Account in any form listed under Section 6.5(b).

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                                                       DEFINED CONTRIBUTION PLAN

6.4 DETERMINATION OF BENEFITS UPON TERMINATION

     (a) If a Participant's employment with the Employer is terminated for any
reason other than death, Total and Permanent Disability, or retirement, then
such Participant shall be entitled to such benefits as are provided herein.

         Distribution of the vested account due to a Terminated Participant
shall be made on the occurrence of an event which would result in the
distribution had the Terminated Participant remained in the employ of the
Employer (upon the Participant's death, Total and Permanent Disability, Early or
Normal Retirement). However, at the election of the Participant, the
Administrator shall direct that the entire Vested portion of the Terminated
Participant's Combined Account be payable to such Terminated Participant
provided the conditions, if any, set forth in the Adoption Agreement have been
satisfied. Any distribution under this paragraph shall be made in a manner which
is consistent with and satisfies the provisions of Section 6.5, including but
not limited to, all notice and consent requirements of Code Sections 411(a)(11)
and 417 and the Regulations thereunder.

         Regardless of whether distributions in kind are permitted, in the event
the amount of the Vested portion of the Terminated Participant's Combined
Account equals or exceeds the fair market value of any insurance Contracts, the
Administrator, when agreed to by the Terminated Participant, shall assign,
transfer, and set over to such Terminated Participant all Contracts on such
Terminated Participant's life in such form or with such endorsements, so that
the settlement options and forms of payment are consistent with the provisions
of Section 6.5. In the event that the Terminated Participant's Vested portion
does not at least equal the fair market value of the Contracts, if any, the
Terminated Participant may pay over to the Administrator the sum needed to make
the distribution equal to the value of the Contracts being assigned or
transferred, or the Administrator, pursuant to the Participant's election, may
borrow the cash value of the Contracts from the Insurer so that the value of the
Contracts is equal to the Vested portion of the Terminated Participant's
Combined Account and then assign the Contracts to the Terminated Participant.

         Notwithstanding the above, unless otherwise elected in the Adoption
Agreement, if the value of a Terminated Participant's Vested benefit derived
from Employer and Employee contributions does not exceed $5,000 (or, $3,500 for
distributions made prior to the later of the first day of the first Plan Year
beginning on or after August 5, 1997, or the date specified in the Adoption
Agreement) the Administrator shall direct that the entire Vested benefit be paid
to such Participant in a single lump-sum without regard to the consent of the
Participant or the Participant's spouse. Furthermore, the determination of
whether the $5,000 (or, if applicable, $3,500) threshold has been exceeded is
generally based on the value of the Vested benefit as of the Valuation Date
preceding the date of the distribution. However, if the "lookback rule" applies,
the applicable threshold is deemed to be exceeded if the Vested benefit exceeded
the applicable threshold at the time of any prior distribution. The "lookback
rule" generally applies to all distributions made prior to March 22, 1999. With
respect to distributions made on or after March 22, 1999, the "lookback rule"
applies if either (1) the provisions of Section 6.12 do not apply or (2) a
Participant has begun to receive distributions pursuant to an optional form of
benefit under which at least one scheduled periodic distribution has not yet
been made, and if the value of the Participant's benefit, determined at the time
of the first distribution under that optional form of benefit exceeded the
applicable threshold. However, the Plan does not fail to satisfy the
requirements of this paragraph if, prior to the adoption of this Prototype Plan,
the "lookback rule" was applied to all distributions. Notwithstanding the
preceding, the "lookback rule" will not apply to any distributions made on or
after October 17, 2000.

     (b) The Vested portion of any Participant's Account shall be a percentage
of such Participant's Account determined on the basis of the Participant's
number of Years of Service (or Periods of Service if the Elapsed Time Method is
elected) according to the vesting schedule specified in the Adoption Agreement.
However, a Participant's entire interest in the Plan shall be non-forfeitable
upon the Participant's Normal Retirement Age (if the Participant is employed by
the Employer on or after such date).

     (c) For any Top-Heavy Plan Year, the minimum Top-Heavy vesting schedule
elected by the Employer in the Adoption Agreement will automatically apply to
the Plan. The minimum Top-Heavy vesting schedule applies to all benefits within
the meaning of Code Section 411(a)(7) except those attributable to Employee
contributions, including benefits accrued before the effective date of Code
Section 416 and benefits accrued before the Plan became Top-Heavy. Further, no
decrease in a Participant's Vested percentage shall occur in the event the
Plan's status as Top-Heavy changes for any Plan Year. However, this Section does
not apply to the account balances of any Employee who does not have an Hour of
Service after the Plan has initially become Top-Heavy and the Vested percentage
of such Employee's Participant's Account shall be determined without regard to
this Section 6.4(c).

         If in any subsequent Plan Year the Plan ceases to be a Top-Heavy Plan,
then unless a specific Plan amendment is made to provide otherwise, the
Administrator will continue to use the vesting schedule in effect while the Plan
was a Top-Heavy Plan.

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                                       32

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                                                       DEFINED CONTRIBUTION PLAN

          (d)  Upon the complete discontinuance of the Employer's contributions
     to the Plan (if this is a profit sharing plan) or upon any full or partial
     termination of the Plan, all amounts then credited to the account of any
     affected Participant shall become 100% Vested and shall not thereafter be
     subject to Forfeiture.

          (e)  If this is an amended or restated Plan, then notwithstanding the
     vesting schedule specified in the Adoption Agreement, the Vested percentage
     of a Participant's Account shall not be less than the Vested percentage
     attained as of the later of the effective date or adoption date of this
     amendment and restatement. The computation of a Participant's
     nonforfeitable percentage of such Participant's interest in the Plan shall
     not be reduced as the result of any direct or indirect amendment to this
     Article, or due to changes in the Plan's status as a Top Heavy Plan.
     Furthermore, if the Plan's vesting schedule is amended, then the amended
     schedule will only apply to those Participants who complete an Hour of
     Service after the effective date of the amendment.

          (f)  If the Plan's vesting schedule is amended, or if the Plan is
     amended in any way that directly or indirectly affects the computation of
     the Participant's nonforfeitable percentage or if the Plan is deemed
     amended by an automatic change to a Top-Heavy vesting schedule, then each
     Participant with at least three (3) Years of Service (or Periods of Service
     if the Elapsed Time Method is elected) as of the expiration date of the
     election period may elect to have such Participant's nonforfeitable
     percentage computed under the Plan without regard to such amendment or
     change. If a Participant fails to make such election, then such Participant
     shall be subject to the new vesting schedule. The Participant's election
     period shall commence on the adoption date of the amendment and shall end
     sixty (60) days after the latest of:

          (1)  the adoption date of the amendment,

          (2)  the effective date of the amendment, or

          (3)  the date the Participant receives written notice of the amendment
          from the Employer or Administrator.

          (g)  In determining Years of Service or Periods of Service for
     purposes of vesting under the Plan, Years of Service or Periods of Service
     shall be excluded as elected in the Adoption Agreement.

6.5  DISTRIBUTION OF BENEFITS

          (a)(1)  Unless otherwise elected as provided below, a Participant who
     is married on the Annuity Starting Date and who does not die before the
     Annuity Starting Date shall receive the value of all Plan benefits in the
     form of a Joint and Survivor Annuity. The Joint and Survivor Annuity is an
     annuity that commences immediately and shall be equal in value to a single
     life annuity. Such joint and survivor benefits following the Participant's
     death shall continue to the spouse during the spouse's lifetime at a rate
     equal to either fifty percent (50%), seventy-five percent (75%)(or,
     sixty-six and two-thirds percent (66 2/3%) if the Insurer used to provide
     the annuity does not offer a joint and seventy-five percent (75%) annuity),
     or one hundred percent (100%) of the rate at which such benefits were
     payable to the Participant. Unless otherwise elected in the Adoption
     Agreement, a joint and fifty percent (50%) survivor annuity shall be
     considered the designated qualified Joint and Survivor Annuity and the
     normal form of payment for the purposes of this Plan. However, the
     Participant may, without spousal consent, elect an alternative Joint and
     Survivor Annuity, which alternative shall be equal in value to the
     designated qualified Joint and Survivor Annuity. An unmarried Participant
     shall receive the value of such Participant's benefit in the form of a life
     annuity. Such unmarried Participant, however, may elect to waive the life
     annuity. The election must comply with the provisions of this Section as if
     it were an election to waive the Joint and Survivor Annuity by a married
     Participant, but without fulfilling the spousal consent requirement. The
     Participant may elect to have any annuity provided for in this Section
     distributed upon the attainment of the "earliest retirement age" under the
     Plan. The "earliest retirement age" is the earliest date on which, under
     the Plan, the Participant could elect to receive retirement benefits.

          (2)  Any election to waive the Joint and Survivor Annuity must be made
          by the Participant in writing (or in such other form as permitted by
          the IRS) during the election period and be consented to in writing (or
          in such other form as permitted by the IRS) by the Participant's
          spouse. If the spouse is legally incompetent to give consent, the
          spouse's legal guardian, even if such guardian is the Participant, may
          give consent. Such election shall designate a Beneficiary (or a form
          of benefits) that may not be changed without spousal consent (unless
          the consent of the spouse expressly permits designations by the
          Participant without the requirement of further consent by the spouse).
          Such spouse's consent shall be irrevocable and must acknowledge the
          effect of such election and be witnessed by a Plan representative or a
          notary public. Such consent shall not be required if it is established
          to the satisfaction of the Administrator that the required consent
          cannot be obtained because there is no spouse, the spouse cannot be
          located, or other circumstances that may be prescribed by Regulations.
          The election made by the Participant and consented to by such
          Participant's spouse may be revoked by the Participant in writing (or
          in such other form as permitted by the IRS) without the consent of the
          spouse at any time during the election period. A revocation of a prior
          election shall cause the Participant's benefits to be distributed as a
          Joint and Survivor Annuity. The number of revocations shall not be
          limited.

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                                       33
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

        Any new election must comply with the requirements of this paragraph. A
        former spouse's waiver shall not be binding on a new spouse.

        (3)     The election period to waive the Joint and Survivor Annuity
        shall be the ninety (90) day period ending on the Annuity Starting Date.

        (4)     For purposes of this Section, spouse or surviving spouse means
        the spouse or surviving spouse of the Participant, provided that a
        former spouse will be treated as the spouse or surviving spouse and a
        current spouse will not be treated as the spouse or surviving spouse to
        the extent provided under a qualified domestic relations order as
        described in Code Section 414(p).

        (5)     With regard to the election, except as otherwise provided
        herein, the Administrator shall provide to the Participant no less than
        thirty (30) days and no more than ninety (90) days before the Annuity
        Starting Date a written (or such other form as permitted by the IRS)
        explanation of:

                (i)     the terms and conditions of the Joint and Survivor
                Annuity,

                (ii)    the Participant's right to make and the effect of an
                election to waive the Joint and Survivor Annuity,

                (iii)   the right of the Participant's spouse to consent to any
                election to waive the Joint and Survivor Annuity, and

                (iv)    the right of the Participant to revoke such election,
                and the effect of such revocation.

        (6)     Any distribution provided for in this Section made on or after
        December 31, 1996, may commence less than thirty (30) days after the
        notice required by Code Section 417(a)(3) is given provided the
        following requirements are satisfied:

                (i)     the Administrator clearly informs the Participant that
                the Participant has a right to a period of thirty (30) days
                after receiving the notice to consider whether to waive the
                Joint and Survivor Annuity and to elect (with spousal consent) a
                form of distribution other than a Joint and Survivor Annuity;

                (ii)    the Participant is permitted to revoke any affirmative
                distribution election at least until the Annuity Starting Date
                or, if later, at any time prior to the expiration of the seven
                (7) day period that begins the day after the explanation of the
                Joint and Survivor Annuity is provided to the Participant;

                (iii)   the Annuity Starting Date is after the time that the
                explanation of the Joint and Survivor Annuity is provided to the
                Participant. However, the Annuity Starting Date may be before
                the date that any affirmative distribution election is made by
                the Participant and before the date that the distribution is
                permitted to commence under (iv) below; and

                (iv)    distribution in accordance with the affirmative election
                does not commence before the expiration of the seven (7) day
                period that begins the day after the explanation of the Joint
                and Survivor Annuity is provided to the Participant.

        (b)     In the event a married Participant duly elects pursuant to
paragraph (a)(2) above not to receive the benefit in the form of a Joint and
Survivor Annuity, or if such Participant is not married, in the form of a life
annuity, the Administrator, pursuant to the election of the Participant, shall
direct the distribution to a Participant or Beneficiary any amount to which the
Participant or Beneficiary is entitled under the Plan in one or more of the
following methods which are permitted pursuant to the Adoption Agreement:

        (1)     One lump-sum payment in cash or in property that is allocated to
        the accounts of the Participant at the time of the distribution;

        (2)     Partial withdrawals;

        (3)     Installment payments made in monthly, quarterly, semiannual, or
        annual cash installments. The period over which such payment is to be
        made shall not extend beyond the Participant's life expectancy (or the
        life expectancy of the Participant and the Participant's designated
        Beneficiary). After installments commence, the Participant shall have
        the right to reduce the period over which such periodic installments
        shall be made.

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                                       34



<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

          (4) Purchase of or providing an annuity. However, such annuity may not
          be in any form that will provide for payments over a period extending
          beyond either the life of the Participant (or the lives of the
          Participant and the Participant's designated Beneficiary) or the life
          expectancy of the Participant (or the life expectancy of the
          Participant and the Participant's designated Beneficiary).

          (c) Benefits may not be paid without the Participant's and the
     Participant's spouse's consent if the present value of the Participant's
     Joint and Survivor Annuity derived from Employer and Employee contributions
     exceeds, $5,000 (or $3,500, for distributions made prior to the later of
     the first day of the first Plan Year beginning after August 5, 1997, or the
     date specified in the Adoption Agreement) and the benefit is "immediately
     distributable." The Administrator may also directly rollover such benefits
     into an Individual Retirement Account ("IRA") for Participants who fail to
     affirmatively elect another form of distribution or who cannot be located
     after a diligent search. However, spousal consent is not required if the
     distribution will made in the form a Qualified Joint and Survivor Annuity
     and the benefit is "immediately distributable." A benefit is "immediately
     distributable" if any part of the benefit could be distributed to the
     Participant (or surviving spouse) before the Participant attains (or would
     have attained if not deceased) the later of the Participant's Normal
     Retirement Age or age 62.

          If the value of the Participant's benefit derived from Employer and
     Employee contributions does not exceed, and has never exceeded at the time
     of any prior distribution, $5,000 (or, if applicable, $3,500), then the
     Administrator will distribute such benefit in a lump-sum without such
     Participant's consent. The Administrator may also directly rollover such
     benefits into an Individual Retirement Account (IRA') for Participants who
     fail to affirmatively elect another form of distribution or who can not be
     located after a diligent search. No distribution may be made under the
     preceding sentence after the Annuity Starting Date unless the Participant
     and the Participant's spouse consent in writing (or in such other form as
     permitted by the IRS) to such distribution. Any consent required under this
     paragraph must be obtained not more than ninety (90) days before
     commencement of the distribution and shall be made in a manner consistent
     with Section 6.5(a)(2). Notwithstanding the preceding, the "lookback rule"
     (which provides that if the present value at the time of a prior
     distribution exceeded the applicable dollar threshold, then the present
     value at any subsequent time is deemed to exceed the threshold) will not
     apply to any distributions made on or after October 17, 2000.

          (d) The following rules will apply with respect to the consent
          requirements set forth in subsection (c):

          (1) No consent shall be valid unless the Participant has received a
          general description of the material features and an explanation of the
          relative values of the optional forms of benefit available under the
          Plan that would satisfy the notice requirements of Code Section 417;

          (2) The Participant must be informed of the right to defer receipt of
          the distribution. If a Participant fails to consent, it shall be
          deemed an election to defer the commencement of payment of any
          benefit. However, any election to defer the receipt of benefits shall
          not apply with respect to distributions that are required under
          Section 6.5(e);

          (3) Notice of the rights specified under this paragraph shall be
          provided no less than thirty (30) days and no more than ninety (90)
          days before the Annuity Starting Date;

          (4) Written (or such other form as permitted by the IRS) consent of
          the Participant to the distribution must not be made before the
          Participant receives the notice and must not be made more than ninety
          (90) days before the Annuity Starting Date; and

          (5) No consent shall be valid if a significant detriment is imposed
          under the Plan on any Participant who does not consent to the
          distribution.

          (e) Notwithstanding any provision in the Plan to the contrary, for
     Plan Years beginning after December 31, 1996, the distribution of a
     Participant's benefits, whether under the Plan or through the purchase of
     an annuity Contract, shall be made in accordance with the following
     requirements and shall otherwise comply with Code Section 401(a)(9) and the
     Regulations thereunder (including Regulation 1.401(a)(9)-2):

          (1) A Participant's benefits will be distributed or must begin to be
          distributed not later than the Participant's "required beginning
          date." Alternatively, distributions to a Participant must begin no
          later than the Participant's "required beginning date" and must be
          made over the life of the Participant (or the lives of the Participant
          and the Participant's designated Beneficiary) or the life expectancy
          of the Participant (or the life expectancies of the Participant and
          the Participant's designated Beneficiary) in accordance with
          Regulations. However, if the distribution is to be in the form of a
          joint and survivor annuity or single life annuity, then distributions
          must begin no later than the "required beginning date" and must be
          made over the life of the Participant (or the lives of the Participant
          and the Participant's designated Beneficiary) in accordance with
          Regulations.


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                                       35

<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

      (2) The "required beginning date" for a Participant who is a "five percent
      (5%) owner" with respect to the Plan Year ending in the calendar year in
      which such Participant attains age 70 1/2 means April 1st of the calendar
      year following the calendar year in which the Participant attains age
      70 1/2. Once distributions have begun to a "five percent (5%) owner" under
      this subsection, they must continue to be distributed, even if the
      Participant ceases to be a "five percent (5%) owner" in a subsequent year.

      (3) The "required beginning date" for a Participant other than a "five
      percent (5%) owner" means, unless the Employer has elected to continue the
      pre-SBJPA rules in the Adoption Agreement, April 1st of the calendar year
      following the later of the calendar year in which the Participant attains
      age 70 1/2 or the calendar year in which the Participant retires.

      (4) If the election is made to continue the pre-SBJPA rules, then except
      as provided below, the "required beginning date" is April 1st of the
      calendar year following the calendar year in which a Participant attains
      age 70 1/2.

          (i) However, the "required beginning date" for a Participant who had
          attained age 70 1/2 before January 1, 1988, and was not a five percent
          (5%) owner (within the meaning of Code Section 416) at any time during
          the Plan Year ending with or within the calendar year in which the
          Participant attained age 66 1/2 or any subsequent Plan Year, is April
          1st of the calendar year following the calendar in which the
          Participant retires.

          (ii) Notwithstanding (i) above, the "required beginning date" for a
          Participant who was a five percent (5%) owner (within the meaning of
          Code Section 416) at any time during the five (5) Plan Year period
          ending in the calendar year in which the Participant attained age
          70 1/2 is April 1st of the calendar year in which the Participant
          attained age 70 1/2. In the case of a Participant who became a five
          percent (5%) owner during any Plan Year after the calendar year in
          which the Participant attained age 70 1/2, the "required beginning
          date" is April 1st of the calendar year following the calendar year in
          which such subsequent Plan Year ends.

      (5) If this is an amendment or restatement of a plan that contained the
      pre-SBJPA rules and an election is made to use the post-SBJPA rules, then
      the transition rules elected in the Adoption Agreement will apply.

      (6) Except as otherwise provided herein, "five percent (5%) owner" means,
      for purposes of this Section, a Participant who is a five percent (5%)
      owner as defined in Code Section 416 at any time during the Plan Year
      ending with or within the calendar year in which such owner attains age
      70 1/2.

      (7) Distributions to a Participant and such Participant's Beneficiaries
      will only be made in accordance with the incidental death benefit
      requirements of Code Section 401(a)(9)(G) and the Regulations thereunder.

      (8) For purposes of this Section, the life expectancy of a Participant
      and/or a Participant's spouse (other than in the case of a life annuity)
      shall or shall not be redetermined annually as elected in the Adoption
      Agreement and in accordance with Regulations. If the Participant or the
      Participant's spouse may elect, pursuant to the Adoption Agreement, to
      have life expectancies recalculated, then the election, once made shall be
      irrevocable. If no election is made by the time distributions must
      commence, then the life expectancy of the Participant and the
      Participant's spouse shall not be subject to recalculation. Life
      expectancy and joint and last survivor life expectancy shall be computed
      using the return multiples in Tables V and VI of Regulation Section
      1.72-9.

      (9) With respect to distributions under the Plan made for calendar years
      beginning on or after January 1, 2001, or if later, the date specified in
      the Adoption Agreement, the Plan will apply the minimum distribution
      requirements of Code Section 401(a)(9) in accordance with the Regulations
      under section 401(a)(9) that were proposed on January 17, 2001,
      notwithstanding any provision of the Plan to the contrary. This amendment
      shall continue in effect until the end of the last calendar year beginning
      before the effective date of final Regulations under section 401(a)(9) or
      such other date as may be specified in guidance published by the Internal
      Revenue Service.

      However, if the date specified in the Adoption Agreement is a date in 2001
      other than January 1, 2001, then with respect to distributions under the
      Plan made on or after such date for calendar years beginning on or after
      January 1, 2001, the Plan will apply the minimum distribution requirements
      of Code Section 401(a)(9) in accordance with the Regulations under section
      401(a)(9) that were proposed on January 17, 2001, notwithstanding any
      provision of the Plan to the contrary. If the total amount of required
      minimum distributions made to a participant for 2001 prior to the
      specified date are equal to or greater than the amount of required minimum
      distributions determined under the 2001 Proposed Regulations, then no
      additional distributions are required for such participant for 2001 on or
      after such date. If the total amount of required minimum distributions
      made to a participant for 2001 prior to the specified date are less than
      the amount


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                                       36


<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

          determined under the 2001 Proposed Regulations, then the amount of
          required minimum distributions for 2001 on or after such date will be
          determined so that the total amount of required minimum distributions
          for 2001 is the amount determined under the 2001 Proposed Regulations.
          This amendment shall continue in effect until the end of the last
          calendar year beginning before the effective date of final Regulations
          under section 401(a)(9) or such other date as may be specified in
          guidance published by the Internal Revenue Service.

          (f)  All annuity Contracts under this Plan shall be non-transferable
     when distributed. Furthermore, the terms of any annuity Contract purchased
     and distributed to a Participant or spouse shall comply with all of the
     requirements of this Plan.

          (g)  Subject to the spouse's right of consent afforded under the Plan,
     the restrictions imposed by this Section shall not apply if a Participant
     has, prior to January 1, 1984, made a written designation to have
     retirement benefits paid in an alternative method acceptable under Code
     Section 401(a) as in effect prior to the enactment of the Tax Equity and
     Fiscal Responsibility Act of 1982 (TEFRA).

          (h)  If a distribution is made to a Participant who has not severed
     employment and who is not fully Vested in the Participant's Account, and
     the Participant may increase the Vested percentage in such account, then at
     any relevant time the Participant's Vested portion of the account will be
     equal to an amount ("X") determined by the formula:

                           X equals P (AB plus D) - D

               For purposes of applying the formula: P is the Vested percentage
     at the relevant time, AB is the account balance at the relevant time, D is
     the amount of distribution, and the relevant time is the time at which,
     under the Plan, the Vested percentage in the account cannot increase.

               However, the Employer may attach an addendum to the Adoption
     Agreement to provide that a separate account shall be established for the
     Participant's interest in the Plan as of the time of the distribution, and
     at any relevant time the Participant's Vested portion of the separate
     account will be equal to an amount determined as follows: P (AB plus (R x
     D)) - (R x D) where R is the ratio of the account balance at the relevant
     time to the account balance after distribution and the other terms have the
     same meaning as in the preceding paragraph. Any amendment to change the
     formula in accordance with the preceding sentence shall not be considered
     an amendment which causes this Plan to become an individually designed
     Plan.

          (i)  If this is a Plan amendment that eliminates or restricts the
     ability of a Participant to receive payment of the Participant's interest
     in the Plan under a particular optional form of benefit, then the amendment
     shall not apply to any distribution with an annuity starting date earlier
     than the earlier of: (i) the 90th day after the date the Participant
     receiving the distribution has been furnished a summary that reflects the
     amendment and that satisfies the Act requirements at 29 CFR 2520.104b-3
     relating to a summary of material modifications or (ii) the first day of
     the second Plan Year following the Plan Year in which the amendment is
     adopted.

          (j)  Personal Plan Option. At the election of the Employer, a
     terminated or retired Participant's Combined Account may be transferred to
     the Flexinvest Multiple Employer Plan for Former Employees.

6.6  DISTRIBUTION OF BENEFITS UPON DEATH

          (a)  Unless otherwise elected as provided below, a Vested Participant
     who dies before the Annuity Starting Date and who has a surviving spouse
     shall have the Pre-Retirement Survivor Annuity paid to the surviving
     spouse. The Participant's spouse may direct that payment of the
     Pre-Retirement Survivor Annuity commence within a reasonable period after
     the Participant's death. If the spouse does not so direct, payment of such
     benefit will commence at the time the Participant would have attained the
     later of Normal Retirement Age or age 62. However, the spouse may elect a
     later commencement date. Any distribution to the Participant's spouse shall
     be subject to the rules specified in Section 6.6(h).

          (b)  Any election to waive the Pre-Retirement Survivor Annuity before
     the Participant's death must be made by the Participant in writing (or in
     such other form as permitted by the IRS) during the election period and
     shall require the spouse's irrevocable consent in the same manner provided
     for in Section 6.5(a)(2). Further, the spouse's consent must acknowledge
     the specific nonspouse Beneficiary. Notwithstanding the foregoing, the
     nonspouse Beneficiary need not be acknowledged, provided the consent of the
     spouse acknowledges that the spouse has the right to limit consent only to
     a specific Beneficiary and that the spouse voluntarily elects to relinquish
     such right.

          (c)  The election period to waive the Pre-Retirement Survivor Annuity
     shall begin on the first day of the Plan Year in which the Participant
     attains age 35 and end on the date of the Participant's death. An earlier
     wavier (with spousal consent) may be made provided a written (or such other
     form as permitted by the IRS) explanation of the


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                                                       DEFINED CONTRIBUTION PLAN

Pre-Retirement Survivor Annuity is given to the Participant and such waiver
becomes invalid at the beginning of the Plan Year in which the Participant
turns age 35. In the event a Participant separates from service prior to the
beginning of the election period, the election period shall begin on the date of
such separation from service.

     (d) With regard to the election, the Administrator shall provide each
Participant within the applicable election period, with respect to such
Participant (and consistent with Regulations), a written (or such other form as
permitted by the IRS) explanation of the Pre-Retirement Survivor Annuity
containing comparable information to that required pursuant to
Section 6.5(a)(5). For the purposes of this paragraph, the term "applicable
period" means, with respect to a Participant, whichever of the following
periods ends last:

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

     (2) A reasonable period after the individual becomes a Participant;

     (3) A reasonable period ending after the Plan no longer fully subsidizes
     the cost of the Pre-Retirement Survivor Annuity with respect to the
     Participant; or

     (4) A reasonable period ending after Code Section 401(a)(11) applies to
     the Participant.

         For purposes of applying this subsection, a reasonable period ending
after the enumerated events described in (2), (3) and (4) is the end of the two
(2) year period beginning one (1) year prior to the date the applicable event
occurs, and ending one (1) 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 (2) year period beginning one (1) year
prior to separation and ending one (1) year after separation. If such a
Participant thereafter returns to employment with the Employer, the applicable
period for such Participant shall be redetermined.

     (e) The Pre-Retirement Survivor Annuity provided for in this Section shall
apply only to Participants who are credited with an Hour of Service on or after
August 23, 1984. Former Participants who are not credited with an Hour of
Service on or after August 23, 1984, shall be provided with rights to the
Pre-Retirement Survivor Annuity in accordance with Section 303(e)(2) of the
Retirement Equity Act of 1984.

     (f) If the value of the Pre-Retirement Survivor Annuity derived from
Employer and Employee contributions does not exceed, and has never exceeded at
the time of any prior distribution, $5,000 (or, $3,500 for distributions made
prior to the later of the first day of the first Plan Year beginning after
August 5, 1997, or the date specified in the Adoption Agreement) the
Administrator shall direct the distribution of such amount to the Participant's
spouse as soon as practicable. No distribution may be made under the preceding
sentence after the Annuity Starting Date unless the spouse consents in writing
(or in such other form as permitted by the IRS). If the value exceeds, or has
ever exceeded at the time of any prior distribution, $5,000 (or, if applicable,
$3,500), an immediate distribution of the entire amount may be made to the
surviving spouse, provided such surviving spouse consents in writing (or in
such other form as permitted by the IRS) to such distribution. Any consent
required under this paragraph must be obtained not more than ninety (90) days
before commencement of the distribution and shall be made in a manner
consistent with Section 6.5(a)(2). Notwithstanding the preceding, the "lookback
rule" (which provides that if the present value at the time of a prior
distribution exceeded the applicable dollar threshold, then the present value
at any subsequent time is deemed to exceed the threshold) will not apply to any
distributions made on or after October 17, 2000.

     (g) Death benefits may be paid to a Participant's Beneficiary in one of
the following optional forms of benefits subject to the rules specified in
Section 6.6(h). Such optional forms of distributions may be elected by the
Participant in the event there is an election to waive the Pre-Retirement
Survivor Annuity, and for any death benefits in excess of the Pre-Retirement
Survivor Annuity. However, if no optional form of distribution was elected by
the Participant prior to death, then the Participant's Beneficiary may elect
the form of distribution:

     (1) One lump-sum payment in cash or in Employer stock.

     (2) Partial withdrawals.

     (3) Installment payments made monthly, quarterly, semi-annually, or
     annually. The period over which such payments are to be made shall not
     extend beyond the Beneficiary's life expectancy. After installments
     commence, the Beneficiary shall have the right to reduce the period over
     which such periodic installments shall be made, and the cash amount of such
     periodic installments shall be adjusted accordingly.

     (4) In the form of an annuity over the life expectancy of the Beneficiary.

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                                                       DEFINED CONTRIBUTION PLAN

     (h) Notwithstanding any provision in the Plan to the contrary,
distributions upon the death of a Participant shall be made in accordance with
the following requirements and shall otherwise comply with Code Section
401(a)(9) and the Regulations thereunder.

     (1) If it is determined, pursuant to Regulations, that the distribution of
     a Participant's interest has begun and the Participant dies before the
     entire interest has been distributed, the remaining portion of such
     interest shall be distributed at least as rapidly as under the method of
     distribution elected pursuant to Section 6.5 as of the date of death.

     (2) If a Participant dies before receiving any distributions of the
     interest in the Plan or before distributions are deemed to have begun
     pursuant to Regulations, then the death benefit shall be distributed to the
     Participant's Beneficiaries in accordance with the following rules subject
     to the elections made in the Adoption Agreement and subsections 6.6(h)(3)
     and 6.6(i) below:

          (i)   The entire death benefit shall be distributed to the
          Participant's Beneficiaries by December 31st of the calendar year in
          which the fifth anniversary of the Participant's death occurs;

          (ii)  The 5-year distribution requirement of (i) above shall not apply
          to any portion of the deceased Participant's interest which is payable
          to or for the benefit of a designated Beneficiary. In such event, such
          portion shall be distributed over the life of such designated
          Beneficiary (or over a period not extending beyond the life expectancy
          of such designated Beneficiary) provided such distribution begins not
          later than December 31st of the calendar year immediately following
          the calendar year in which the Participant died (or such later date as
          may be prescribed by Regulations);

          (iii) However, in the event the Participant's spouse (determined as of
          the date of the Participant's death) is the designated Beneficiary,
          the provisions of (ii) above shall apply except that the requirement
          that distributions commence within one year of the Participant's death
          shall not apply. In lieu thereof, distributions must commence on or
          before the later of: (1) December 31st of the calendar year
          immediately following the calendar year in which the Participant died;
          or (2) December 31st of the calendar year in which the Participant
          would have attained age 70 1/2. If the surviving spouse dies before
          distributions to such spouse begin, then the 5-year distribution
          requirement of this Section shall apply as if the spouse was the
          Participant.

     (3) Notwithstanding subparagraph (2) above, or any elections made in the
     Adoption Agreement, if a Participant's death benefits are to be paid in the
     form of a Pre-Retirement Survivor Annuity, then distributions to the
     Participant's surviving spouse must commence on or before the later of: (1)
     December 31st of the calendar year immediately following the calendar year
     in which the Participant died; or (2) December 31st of the calendar year in
     which the Participant would have attained age 70 1/2.

     (i) For purposes of Section 6.6(h)(2), the election by a designated
Beneficiary to be excepted from the 5-year distribution requirement (if
permitted in the Adoption Agreement) must be made no later than December 31st of
the calendar year following the calendar year of the Participant's death.
Except, however, with respect to a designated Beneficiary who is the
Participant's surviving spouse, the election must be made by the earlier of: (1)
December 31st of the calendar year immediately following the calendar year in
which the Participant died or, if later, December 31st of the calendar year in
which the Participant would have attained age 70 1/2; or (2) December 31st of
the calendar year which contains the fifth anniversary of the date of the
Participant's death. An election by a designated Beneficiary must be in writing
(or in such other form as permitted by the IRS) and shall be irrevocable as of
the last day of the election period stated herein. In the absence of an election
by the Participant or a designated Beneficiary, the 5-year distribution
requirement shall apply.

     (j) For purposes of this Section, the life expectancy of a Participant
and a Participant's spouse (other than in the case of a life annuity) shall or
shall not be redetermined annually as elected in the Adoption Agreement and in
accordance with Regulations. If the Participant may elect, pursuant to the
Adoption Agreement, to have life expectancies recalculated, then the election,
once made shall be irrevocable. If no election is made by the time
distributions must commence, then the life expectancy of the Participant and
the Participant's spouse shall be subject to recalculation. Life expectancy and
joint and last survivor life expectancy shall be computed using the return
multiples in Tables V and VI of Regulation Section 1.72-9.

     (k) For purposes of this Section, any amount paid to a child of the
Participant will be paid to the guardian on behalf of the child.

     (l) Subject to the spouse's right of consent afforded under the Plan, the
restrictions imposed by this Section shall not apply if a Participant has,
prior to January 1, 1984, made a written designation to have death benefits

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                                                       DEFINED CONTRIBUTION PLAN


     paid in an alternative method acceptable under Code Section 401(a) as in
     effect prior to the enactment of the Tax Equity and Fiscal Responsibility
     Act of 1982 (TEFRA).

          (m)  Personal Plan Option. At election of the Employer, a deceased
     Participant's Combined Account may be transferred to the Flexinvest
     Multiple Employer Plan for Former Employees.

6.7  TIME OF DISTRIBUTION

          Except as limited by Sections 6.5 and 6.6, whenever a distribution is
to be made, or a series of payments are to commence, the distribution or series
of payments may be made or begun on such date or as soon thereafter as is
practicable. However, unless a Former Participant elects in writing to defer the
receipt of benefits (such election may not result in a death benefit that is
more than incidental), the payment of benefits shall begin not later than the
sixtieth (60th) day after the close of the Plan Year in which the latest of the
following events occurs: (a) the date on which the Participant attains the
earlier of age 65 or the Normal Retirement Age specified herein; (b) the tenth
(10th) anniversary of the year in which the Participant commenced participation
in the Plan; or (c) the date the Participant terminates service with the
Employer.

          Notwithstanding the foregoing, the failure of a Participant and, if
applicable, the Participant's spouse, to consent to a distribution that is
"immediately distributable" (within the meaning of Section 6.5(d)), shall be
deemed to be an election to defer the commencement of payment of any benefit
sufficient to satisfy this Section.

6.8  DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY

          In the event a distribution is to be made to a minor or incompetent
Beneficiary, then the Administrator may direct that such distribution be paid to
the legal guardian, or if none in the case of a minor Beneficiary, to a parent
of such Beneficiary, or to the custodian for such Beneficiary under the Uniform
Gift to Minors Act or Gift to Minors Act, if such is permitted by the laws of
the state in which said Beneficiary resides. Such a payment to the legal
guardian, custodian or parent of a minor or incompetent Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

          In the event that all, or any portion, of the distribution payable
to a Participant or Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. Notwithstanding the foregoing, if the value of a
Participant's Vested benefit derived from Employer and Employee contributions
does not exceed $5,000, then the amount distributable may be treated as a
Forfeiture at the time it is determined that the whereabouts of the Participant
or the Participant's Beneficiary can not be ascertained. In the event a
Participant or Beneficiary is located subsequent to the Forfeiture, such benefit
shall be restored, first from Forfeitures, if any, and then from an additional
Employer contribution, if necessary. Upon Plan termination, the portion of the
distributable amount that is an "eligible rollover distribution" as defined in
Plan Section 6.14(b)(1) may be paid directly to an individual retirement account
described in Code Section 408(a) or an individual retirement annuity described
in Code Section 408(b). However, regardless of the preceding, a benefit that is
lost by reason of escheat under applicable state law is not treated as a
Forfeiture for purposes of this Section nor as an impermissible forfeiture under
the Code.

6.10 IN-SERVICE DISTRIBUTION

          For Profit Sharing Plans and 401(k) Profit Sharing Plans, if elected
in the Adoption Agreement, at such time as the conditions set forth in the
Adoption Agreement have been satisfied, then the Administrator, at the election
of a Participant who has not severed employment with the Employer, shall direct
the distribution of up to the entire Vested amount then credited to the accounts
as elected in the Adoption Agreement maintained on behalf of such Participant.
In the event that the Administrator makes such a distribution, the Participant
shall continue to be eligible to participate in the Plan on the same basis as
any other Employee. Any distribution made pursuant to this Section shall be made
in a manner consistent with Section 6.5, including, but not limited to, all
notice and consent requirements of Code Sections 411(a)(11) and 417 and the
Regulations thereunder.

          SEQUENCE AND CONDITIONS FOR WITHDRAWAL. A Participant shall request
the Administrator to effect a cash withdrawal and such amounts shall be debited
from his Participant's Account. Unless otherwise elected in writing, the
Administrator shall withdraw amounts in the following sequence and upon the
following conditions:

          First, (if permitted by Section H), a Participant may withdraw all or
          part of the value from his contribution accounts for Participant
          Nondeductible Voluntary Contributions and for Participant Matched
          Contributions.

          Second, (if permitted by Section H), a Participant may withdraw all or
          part of the value of his contribution account of Rollover
          Contributions.


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                                       40
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                                                       DEFINED CONTRIBUTION PLAN

          Third, (if permitted by Section H), a Participant may withdraw all or
          part of the full value of his vested interest determined under Section
          E in his contribution accounts for: Company Matching Contributions;
          Company Profit-Sharing Contributions; and transfers from
          Employer-provided benefits from other plans.

          If a Participant receives a withdrawal attributable to Company
          contributions, the Participant's future vested interest after the
          distribution shall be equal to an amount ("X") determined by the
          formula:

                                X=P(AB + D) - D
                                ---------------

          For purposes of applying the formula; P is the nonforfeitable
          percentage at the relevant time, AB is the account balance at the
          relevant time, and D is the amount of the withdrawl.

          Fourth, (if permitted by Section H), a Participant may withdraw all or
          part of the value of his account for Elective Deferrals, Company
          Qualified Matching Contributions and Company Qualified Nonelective
          Contributions if the Participant is age 59 1/2 or older.

          Employee after-tax contributions (and related earnings) under Money
Purchase, Profit Sharing or 401(k) Plans may be distributed at the Participant's
request.

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

          (a)  For Profit Sharing Plans and 401(k) Plans (except to the extent
     Section 12.9 applies), if elected in the Adoption Agreement, the
     Administrator, at the election of the Participant, shall direct the
     distribution to any Participant in any one Plan Year up to the lesser of
     100% of the Vested interest of the Participant's Combined Account valued as
     of the last Valuation Date or the amount necessary to satisfy the immediate
     and heavy financial need of the Participant. Withdrawal under this Section
     shall be authorized only if the distribution is for an immediate and heavy
     financial need. The Administrator will determine whether there is an
     immediate and heavy financial need based on the facts and circumstances. An
     immediate and heavy financial need includes a distribution for one of the
     following:

          (1)  Medical expenses described in Code Section 213(d) incurred by the
          Participant, the Participant's spouse, or any of the Participant's
          dependents (as defined in Code Section 152) or necessary for these
          persons to obtain medical care as described in Code Section 213(d);

          (2)  Costs directly related to the purchase (excluding mortgage
          payments) of a principal residence for the Participant;

          (3)  Payment of tuition, related educational fees, and room and board
          expenses, for the next twelve (12) months of post-secondary education
          for the Participant, the Participant's spouse, children, or
          dependents (as defined in Code Section 152); or

          (4)  Payments necessary to prevent the eviction of the Participant
          from the Participant's principal residence or foreclosure on the
          mortgage on that residence.

          (b)  If elected in the Adoption Agreement, no distribution shall be
     made pursuant to this Section from the Participant's Account until such
     Account has become fully Vested.

          (c)  Any distribution made pursuant to this Section shall be made in a
     manner which is consistent with and satisfies the provisions of Section
     6.5, including, but not limited to, all notice and consent requirements of
     Code Sections 411(a)(11) and 417 and the Regulations thereunder.

6.12 SPECIAL RULE FOR CERTAIN PROFIT SHARING PLANS

          (a)  The provisions of this Section apply to a Participant in a Profit
     Sharing Plan or 401(k) Profit Sharing Plan to the extent elected in the
     Adoption Agreement.

          (b)  If an election is made to not offer life annuities as a form of
     distribution, then a Participant shall be prohibited from electing benefits
     in the form of a life annuity and the Joint and Survivor Annuity provisions
     of Section 6.5 shall not apply.

          (c)  Notwithstanding anything in Sections 6.2 and 6.6 to the
     contrary, upon the death of a Participant, the automatic form of
     distribution will be a lump-sum rather than a Qualified Pre-Retirement
     Survivor Annuity. Furthermore, the Participant's spouse will be the
     Beneficiary of the Participant's entire Vested interest in the Plan unless
     an election is made to waive the spouse as Beneficiary. The other
     provisions in Section 6.2 shall be applied by treating the death benefit
     in this subsection as though it is a Qualified Pre-Retirement Survivor
     Annuity.


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                                       41
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                                                       DEFINED CONTRIBUTION PLAN

          (d)  Except to the extent otherwise provided in this Section, the
     provisions of Sections 6.2, 6.5 and 6.6 regarding spousal consent shall be
     inoperative with respect to this Plan.

          (e)  If a distribution is one to which Code Sections 401(a)(11) and
     417 do not apply, such distribution may commence less than thirty (30) days
     after the notice required under Regulation 1.411(a)-11(c) is given,
     provided that:

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

               (2)  the Participant, after receiving the notice, affirmatively
               elects a distribution.

6.13 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

               All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order."  Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not reached the "earliest retirement age" under the Plan.  For
the purposes of this Section, "alternate payee," "qualified domestic relations
order" and "earliest retirement age" shall have the meanings set forth under
Code Section 414(p).

               Personal Plan Option for Alternate Payees under Qualified
Domestic Relations Order.  At the election of the Employer, the Combined
Account of an alternate payee under a qualified domestic relations order may be
transferred to the Flexinvest Multiple Employer Plan for Former Employees,
provided that such transfer is permitted under Section 2.1 of the Flexinvest
Multiple Employer Plan for Former Employees.

6.14 DIRECT ROLLOVERS

               (a)  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
     Administrator, to have any portion of an "eligible rollover distribution"
     paid directly to an "eligible retirement plan" specified by the
     "distributee" in a "direct rollover."

               (b)  For purposes of this Section, the following definitions
     shall apply:

               (1)  An "eligible rollover distribution" means any distribution
               described in Code Section 402(c)(4) and generally includes any
               distribution of all or any portion of the balance to the credit
               of the distributee, except that an "eligible rollover
               distribution" does not include: any distribution that is one of a
               series of substantially equal periodic payments (not less
               frequently than annually) made for the life (or life expectancy)
               of the "distributee" or the joint lives (or joint life
               expectancies) of the "distributee" and the "distributee's"
               designated beneficiary, or for a specified period of ten (10)
               years or more; any distribution to the extent such distribution
               is required under Code Section 401(a)(9): the portion of any
               other distribution(s) that is not includible in gross income
               (determined without regard to the exclusion for net unrealized
               appreciation with respect to employer securities); for
               distributions made after December 31, 1998, any hardship
               distribution described in Code Section 401(k)(2)(B)(i)(IV); and
               any other distribution reasonably expected to total less than
               $200 during a year.

               (2)  An "eligible retirement plan" is an individual retirement
               account described in Code Section 408(a), an individual
               retirement annuity described in Code Section 408(b), an annuity
               plan described in Code Section 403(a), or a qualified plan
               described in Code Section 401(a), 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)  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 Code Section 414(p), are distributees with
               regard to the interest of the spouse or former spouse.

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

6.15 TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN

               (a)  This Section shall be effective as of the following date:

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                                       42
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                                                       DEFINED CONTRIBUTION PLAN

               (1)  for Plans not entitled to extended reliance as described in
               Revenue Ruling 94-76, the first day of the first Plan Year
               beginning on or after December 12, 1994, or if later, 90 days
               after December 12, 1994; or

               (2)  for Plans entitled to extended reliance as described in
               Revenue Ruling 94-76, as of the first day of the first Plan Year
               following the Plan Year in which the extended reliance period
               applicable to the Plan ends.  However, in the event of a transfer
               of assets to the Plan from a money purchase plan that occurs
               after the date of the most recent determination letter, the
               effective date of the amendment shall be the date immediately
               preceding the date of such transfer of assets.

               (b)  Notwithstanding any provision of this Plan to the contrary,
          to the extent that any optional form of benefit under this Plan
          permits a distribution prior to the Employee's retirement, death,
          disability, or severance from employment, and prior to Plan
          termination, the optional form of benefit is not available with
          respect to benefits attributable to assets (including the post-
          transfer earnings thereon) and liabilities that are transferred,
          within the meaning of Code Section 414(l), to this Plan from a
          money purchase pension plan qualified under Code Section 401(a)
          (other than any portion of those assets and liabilities
          attributable to after-tax voluntary Employee contributions or to
          a direct or indirect rollover contribution).

6.16      ELECTIVE TRANSFERS OF BENEFITS TO OTHER PLANS

               (a)  If a voluntary, fully-informed election is made by a
          Participant, then if the conditions set forth herein are satisfied, a
          Participant's entire benefit may be transferred between qualified
          plans (other than any direct rollover described in Q&A-3 of Regulation
          1.401(a)(31)-1).  As an alternative to the transfer, the Participant
          may elect to retain the Participant's "Section 411(d)(6) protected
          benefits" under the Plan (or, if the plan is terminating, to receive
          any optional form of benefit for which the Participant is eligible
          under the plan as required by Code Section 411(d)(6)). A transfer
          between qualified plans may only be made pursuant to this subsection
          if the following additional requirements are met:

                    (i)       The transfer occurs at a time at which the
                    participant's benefits are distributable.  A Participant's
                    benefits are distributable on a particular date if, on that
                    date, the Participant is eligible, under the terms of the
                    Plan, to receive an immediate distribution of these benefits
                    (e.g., in the form of an immediately commencing annuity)
                    from that plan under provisions of the plan not inconsistent
                    with  Code Section 401(a);

                    (ii)      For transfers that occur on or after January 1,
                    2002, the transfer occurs at a time at which the Participant
                    is not eligible to receive an immediate distribution of
                    the participant's entire nonforfeitable accrued benefit in a
                    single-sum distribution that would consist entirely of an
                    eligible rollover distribution within the meaning of Code
                    Section 401(a)(31)(C);

                    (iii)     The participant is fully Vested in the
                    transferred benefit in the transferee plan;

                    (iv)      In the case of a transfer from a defined
                    contribution plan to a defined benefit plan, the defined
                    benefit plan provides a minimum benefit, for each
                    Participant whose benefits are transferred, equal to the
                    benefit, expressed as an annuity payable at normal
                    retirement age, that is derived solely on the basis of the
                    amount transferred with respect to such Participant; and

                    (v)       The amount of the benefit transferred, together
                    with the amount of any contemporaneous Code Section 401(a)
                    (31) direct rollover to the transferee plan, equals the
                    Participant's entire nonforfeitable accrued benefit under
                    the Plan.

               (b)  If a voluntary, fully-informed election is made by a
     Participant, then if the conditions set forth herein are satisfied, a
     Participant's entire benefit may be transferred between qualified defined
     contribution plans (other than any direct rollover described in Q&A-3 of
     Regulation 1.401(a)(31)-1).  As an alternative to the transfer, the
     Participant may elect to retain the Participant's "Section 411(d)(6)
     protected benefits "under the Plan (or, if the plan is terminating, to
     receive any optional form of benefit for which the Participant is eligible
     under the plan as required by Code Section 411(d)(6)).  A transfer
     between qualified plans may only be made pursuant to this subsection if the
     following additional requirements are met:

                    (i)       To the extent the benefits are transferred from a
                    money purchase pension plan, the transferee plan must be a
                    money purchase pension plan.  To the extent the benefits
                    being transferred are part of a qualified cash or deferred
                    arrangement under Code Section 401(k), the benefits
                    must be transferred to a qualified cash or deferred
                    arrangement under Code Section 401(k).  Benefits transferred
                    from a profit-sharing plan other than from a qualified cash
                    or deferred arrangement, or from a stock bonus plan other
                    than an employee stock ownership plan, may be transferred to
                    any type of defined contribution plan; and

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                                                       DEFINED CONTRIBUTION PLAN

                    (ii)      The transfer must be made either in connection
                    with an asset or stock acquisition, merger, or other
                    similar transaction involving a change in employer of the
                    employees of a trade or business (i.e., an acquisition or
                    disposition within the meaning of Regulation 1.410(b)-2(f))
                    or in connection with the Participant's change in employment
                    status to an employment status with respect to which the
                    Participant is not entitled to additional allocations under
                    the Plan.

                                  ARTICLE VII
                           PLAN ADMINISTRATOR DUTIES


7.1  LIFE INSURANCE

          (a)       The Administrator pursuant to instructions from the Employer
     shall ratably apply for and pay all premiums on Contracts on the lives of
     the Participants or, in the case of Profit Sharing Plan (including a 401(k)
     plan), on the life of any person in whom the Participant has an insurable
     interest or on the joint lives of a Participant and any person in whom the
     Participant has an insurable interest.  Any initial or additional Contract
     purchased on behalf of a Participant shall have a face amount of not less
     than the limitation of the Insurer.  If a life insurance Contract is to be
     purchased for a Participant or Former Participant, then the aggregate
     premium for ordinary life insurance for each Participant or Former
     Participant must be less than 50% of the aggregate contributions and
     Forfeitures allocated to the Participant's or Former Participant's Combined
     Account.  For purposes of this limitation, ordinary life insurance
     Contracts are Contracts with both non-decreasing death benefits and non-
     increasing premiums.  If term insurance or universal life insurance is
     purchased, then the aggregate premium must be 25% or less of the aggregate
     contributions and Forfeitures allocated to the Participant's or Former
     Participant's Combined Account.  If both term insurance and ordinary life
     insurance are purchased, then the premium for term insurance plus one-half
     of the premium for ordinary life insurance may not in the aggregate exceed
     25% of the aggregate Employer contributions and Forfeitures allocated to
     the Participant's or Former Participant's Combined Account. Notwithstanding
     the preceding, the limitations imposed herein with respect to the purchase
     of life insurance shall not apply, in the case of a Profit Sharing Plan
     (including a 401(k) plan), to the portion of the Participant's Account that
     has accumulated for at least two (2) Plan Years or to the entire
     Participant's Account if the Participant has been a Participant in the Plan
     for at least five (5) years. Amounts transferred to this Plan in accordance
     with Section 4.6(e)(ii), (iii) or (v) and a Participant's or Former
     Participant's Voluntary Contribution Account may be used to purchase
     Contracts without limitation.

          (b)       The Administrator must distribute the Contracts to the
     Participant or Former Participant or convert the entire value of the
     Contracts at or before retirement into cash or provide for a periodic
     income so that no portion of such value may be used to continue life
     insurance protection beyond commencement of benefits.  Furthermore, if a
     Contract is purchased on the joint lives of the Participant and another
     person and such other person predeceases the Participant, then the Contract
     may not be maintained under this Plan.

          (c)       Notwithstanding anything herein above to the contrary,
     amounts credited to a Participant's Qualified Voluntary Employee
     Contribution Account pursuant to Section 4.9, shall not be applied to the
     purchase of life insurance Contracts.  Furthermore, no life insurance
     Contracts shall be required to be obtained on an individual's life if, for
     any reason (other than the nonpayment of premiums) the Insurer will not
     issue a Contract on such individual's life.

          (d)       The Employer will be the owner of any life insurance
     Contract purchased under the terms of this Plan.  The Contract must provide
     that the proceeds will be payable to the Administrator; however, the
     Administrator shall be required to pay over all proceeds of the Contract to
     the Participant's designated Beneficiary in accordance with the
     distribution provisions of Article VI.  A Participant's spouse will be the
     designated Beneficiary pursuant to Section 6.2, unless a qualified election
     has been made in accordance with Sections 6.5 and 6.6 of the Plan, if
     applicable. Under no circumstances shall the Plan retain any part of the
     proceeds that are in excess of the cash surrender value immediately prior
     to death. However, the Administrator shall not pay the proceeds in a method
     that would violate the requirements of the Retirement Equity Act of 1984,
     as stated in Article VI of the Plan, or Code Section 401(a)(9) and the
     Regulations thereunder. 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)       No policy loans shall be permitted except to pay premiums on
     life insurance policies in the event the Employer fails to make a
     contribution in time to pay a premium due on any contract.

7.2       LOANS TO PARTICIPANTS

          (a)       The Trustee (or the Administrator if the Trustee is a
     nondiscretionary Trustee) may, in the Trustee's (or, if applicable, the
     Administrator's) sole discretion, make loans to Participants or
     Beneficiaries under the following circumstances:  (1) loans shall be made
     available to all Participants and Beneficiaries on a reasonably equivalent
     basis; (2) loans shall not be made available to Highly Compensated
     Employees in an amount greater than the amount made

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                                                       DEFINED CONTRIBUTION PLAN

     available to other Participants; (3) loans shall bear a reasonable rate of
     interest; (4) loans shall be adequately secured; and (5) loans shall
     provide for periodic repayment over a reasonable period of time.

          (b)  Loans shall not be made to any Shareholder-Employee or
     Owner-Employee (including an Owner-Employee's family members as defined
     in Code Section 267(c)(4)) unless an exemption for such loan is obtained
     pursuant to Act Section 408 or such loan would otherwise not be a
     prohibited transaction pursuant to Code Section 4975 and Act Section 408.

          (c)  Loans made pursuant to this Section (when added to the
     outstanding balance of all other loans made by the Plan to the Participant)
     may, in accordance with a uniform and nondiscriminatory policy established
     by the Administrator, be limited to the lesser of:

          (1)  $50,000 reduced by the excess (if any) of the highest outstanding
          balance of loans from the Plan to the Participant during the one year
          period ending on the day before the date on which such loan is made,
          over the outstanding balance of loans from the Plan to the
          Participant on the date on which such loan was made, or

          (2)  one-half (1/2) of the present value of the non-forfeitable
          accrued benefit of the Participant under this Plan and all other plans
          of the Employer.

          (d)  No Participant loans shall take into account the present value of
     such Participant's Qualified Voluntary Employee Contribution Account.

          (e)  Loans shall be required to provide for level amortization with
     payments to be made not less frequently than quarterly, over a period not
     to exceed five (5) years. However, loans used to acquire any dwelling unit
     which, within a reasonable time, is to be used (determined at the time the
     loan is made) as the "principal residence" of the Participant shall
     provide for periodic repayment over a reasonable period of time that may
     exceed five (5) years. For this purpose, "principal residence" has the same
     meaning as "principal residence" under Code Section 1034. Notwithstanding
     the foregoing, loan repayments may be suspended under this Plan as
     permitted under Code Section 414(u)(4) for qualified military service.

          (f)  If the Vested interest of a Participant is used to secure any
     loan made pursuant to this Section, then the written (or such other form as
     permitted by the IRS) consent of the Participant's spouse shall be required
     in a manner consistent with Section 6.5(a), provided the spousal consent
     requirements of such Section apply to the Plan. Such consent must be
     obtained within the 90-day period prior to the date the loan is made. Any
     security interest held by the Plan by reason of an outstanding loan to the
     Participant or Former Participant shall be taken into account in
     determining the amount of the death benefit or Pre-Retirement Survivor
     Annuity. However, unless the loan program established pursuant to this
     Section provides otherwise, no spousal consent shall be required under this
     paragraph if the total interest subject to the security is not in excess of
     $5,000 (or, $3,500 effective for loans made prior to the later of the first
     day of the first Plan Year beginning after August 5, 1997, or the date
     specified in the Adoption Agreement).

          (g)  The Administrator shall be authorized to establish a participant
     loan program to provide for loans under the Plan. The loan program shall be
     established in accordance with Department of Labor Regulation Section
     2550.408(b)-1(d)(2) providing for loans by the Plan to parties-in-interest
     under said Plan, such as Participants or Beneficiaries. In order for the
     Administrator to implement such loan program, a separate written document
     forming a part of this Plan must be adopted, which document shall
     specifically include, but need not be limited to, the following:

          (1)  the identity of the person or positions authorized to administer
          the Participant loan program;

          (2)  a procedure for applying for loans;

          (3)  the basis on which loans will be approved or denied;

          (4)  limitations, if any, on the types and amounts of loans offered;

          (5)  the procedure under the program for determining a reasonable rate
          of interest;

          (6)  the types of collateral which may secure a Participant loan; and

          (7)  the events constituting default and the steps that will be taken
          to preserve Plan assets in the event such default.

          (h)  Notwithstanding anything in this Plan to the contrary, if a
     Participant or Beneficiary defaults on a loan made pursuant to this Section
     that is secured by the Participant's interest in the Plan, then a
     Participant's interest may be offset by the amount subject to the security
     to the extent there is a distributable event permitted by the Code or
     Regulations.


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                                                       DEFINED CONTRIBUTION PLAN


          (i) Notwithstanding anything in this Section to the contrary, if this
     is an amendment and restatement of an existing Plan, any loans made prior
     to the date this amendment and restatement is adopted shall be subject to
     the terms of the Plan in effect at the time such loan was made.

7.3  MAJORITY ACTIONS

          Except where there has been an allocation and delegation of powers, if
there shall be more than one Trustee, they shall act by a majority of their
number, but may authorize one or more of them to sign papers on their behalf.

7.4  ADMINISTRATOR'S COMPENSATION, EXPENSES AND TAXES

          The Administrator shall be paid such reasonable compensation as set
forth in the Administrator's fee schedule (if the Administrator has such a
schedule) or as agreed upon in writing by the Employer and the Administrator.
However, an individual serving as Administrator who already receives full-time
compensation from the Employer shall not receive compensation from this Plan. In
addition, the Administrator shall be reimbursed for any reasonable expenses,
including reasonable counsel fees incurred by it as Administrator. Such
compensation and expenses shall be paid from the Plan Fund unless paid or
advanced by the Employer. All taxes of any kind whatsoever that may be levied or
assessed under existing or future laws upon, or in respect of, the Plan Fund or
the income thereof, shall be paid from the Plan Fund.

7.5  ANNUAL REPORT OF THE ADMINISTRATOR

          (a) Within a reasonable period of time after the later of the
     Anniversary Date or receipt of the Employer's contribution for each Plan
     Year, the Administrator, or its agent, shall furnish to the Employer a
     written statement of account with respect to the Plan Year for which such
     contribution was made setting forth:

          (1) the net income, or loss, of the Plan Fund;

          (2) the gains, or losses, realized by the Plan Fund upon sales or
     other disposition of the assets;

          (3) the increase, or decrease, in the value of the Plan Fund;

          (4) all payments and distributions made from the Plan Fund; and

          (5) such further information as the Administrator deems appropriate.

          (b) The Employer, promptly upon its receipt of each such statement of
     account, shall acknowledge receipt thereof in writing and advise the
     Administrator of its approval or disapproval thereof. Failure by the
     Employer to disapprove any such statement of account within thirty (30)
     days after its receipt thereof shall be deemed an approval thereof. The
     approval by the Employer of any statement of account shall be binding on
     the Employer and the Administrator as to all matters contained in the
     statement to the same extent as if the account of the Administrator had
     been settled by judgment or decree in an action for a judicial settlement
     of its account in a court of competent jurisdiction in which the
     Administrator, the Employer and all persons having or claiming an interest
     in the Plan were parties. However, nothing contained in this Section shall
     deprive the Administrator of its right to have its accounts judicially
     settled if the Administrator so desires.

7.6  AUDIT

          (a) If an audit of the Plan's records shall be required by the Act and
     the regulations thereunder for any Plan Year, the Administrator shall
     engage on behalf of all Participants an independent qualified public
     accountant for that purpose. Such accountant shall, after an audit of the
     books and records of the Plan in accordance with generally accepted
     auditing standards, within a reasonable period after the close of the Plan
     Year, furnish to the Administrator a report of the audit setting forth the
     accountant's opinion as to whether any statements, schedules or lists, that
     are required by Act Section 103 or the Secretary of Labor to be filed with
     the Plan's annual report, are presented fairly in conformity with generally
     accepted accounting principles applied consistently.

          (b) All auditing and accounting fees shall be an expense of and may,
     at the election of the Employer, be paid from the Plan Fund.

          (c) If some or all of the information necessary to enable the
     Administrator to comply with Act Section 103 is maintained by a bank,
     insurance company, or similar institution, regulated, supervised, and
     subject to periodic examination by a state or federal agency, then it shall
     transmit and certify the accuracy of that information to the Administrator
     as provided in Act Section 103(b) within one hundred twenty (120) days
     after the end of the Plan Year or such other date as may be prescribed
     under regulations of the Secretary of Labor.



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7.7  RESIGNATION, REMOVAL AND SUCCESSION OF ADMINISTRATOR OR TRUSTEE

          (a)  Unless otherwise agreed to by both the Administrator or Trustee
     and the Employer, an Administrator or Trustee may resign at any time by
     delivering to the Employer, at least thirty (30) days before its effective
     date, a written notice of resignation.

          (b)  Unless otherwise agreed to by both the Administrator or Trustee
     and the Employer, the Employer may remove a Trustee at any time by
     delivering to the Administrator or Trustee, at least thirty (30) days
     before its effective date, a written notice of such Administrator or
     Trustee's removal.

          (c)  Upon the death, resignation, incapacity, or removal of any
     Administrator or Trustee, a successor may be appointed by the Employer; and
     such successor, upon accepting such appointment in writing and delivering
     same to the Employer, shall, without further act, become vested with all
     the powers and responsibilities of the predecessor as if such successor had
     been originally named as an Administrator or Trustee herein. Until such a
     successor is appointed, any remaining Administrator or Trustees shall have
     full authority to act under the terms of the Plan.

          (d)  The Employer may designate one or more successors prior to the
     death, resignation, incapacity, or removal of an Administrator or Trustee.
     In the event a successor is so designated by the Employer and accepts such
     designation, the successor shall, without further act, become vested with
     all the powers and responsibilities of the predecessor as if such successor
     had been originally named as Administrator or Trustee herein immediately
     upon the death, resignation, incapacity, or removal of the predecessor.

          (e)  Whenever any Administrator or Trustee hereunder ceases to serve
     as such, the Administrator or Trustee shall furnish to the Employer and
     Administrator a written statement of account with respect to the portion of
     the Plan Year during which the individual or entity served as Administrator
     or Trustee. This statement shall be either (i) included as part of the
     annual statement of account for the Plan Year required under Section 7.5 or
     (ii) set forth in a special statement. Any such special statement of
     account should be rendered to the Employer no later than the due date of
     the annual statement of account for the Plan Year. The procedures set forth
     in Section 7.5 for the approval by the Employer of annual statements of
     account shall apply to any special statement of account rendered hereunder
     and approval by the Employer of any such special statement in the manner
     provided in Section 7.5 shall have the same effect upon the statement as
     the Employer's approval of an annual statement of account. No successor to
     the Administrator or Trustee shall have any duty or responsibility to
     investigate the acts or transactions of any predecessor who has rendered
     all statements of account required by Section 7.5 and this subparagraph.

7.8  TRANSFER OF INTEREST

          Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the interest, if
any, of a Participant to another trust forming part of a pension, profit
sharing, or stock bonus plan that meets the requirements of Code Section 401(a),
provided that the trust to which such transfers are made permits the transfer to
be made.

7.9  ADMINISTRATOR AND TRUSTEE INDEMNIFICATION

          The Employer agrees to indemnify and hold harmless the Administrator
and Trustee (if applicable) against any and all claims, losses, damages,
expenses and liabilities they may incur in the exercise and performance of their
powers and duties hereunder, unless the same are determined to be due to gross
negligence or willful misconduct.

7.10 EMPLOYER SECURITIES AND REAL PROPERTY

          The Trustee shall be empowered to acquire and hold "qualifying
Employer securities" and "qualifying Employer real property," as those terms are
defined in the Act. However, no more than one hundred percent (100%), in the
case of a Profit Sharing Plan or 401(k) Plan, or ten percent (10%), in the case
of a Money Purchase Plan, of the fair market value of all the assets in the Plan
Fund may be invested in "qualifying Employer securities" and "qualifying
Employer real property."

          Notwithstanding the preceding, for Plan Years beginning after December
31, 1998, if the Plan does not permit Participants to direct the investment of
their Participants' Elective Deferral Accounts, then the Trustee shall only be
permitted to acquire or hold "qualifying Employer securities" and "qualifying
Employer real property" to the extent permitted under Act Section 407.

7.11 COLLECTIVE INVESTMENT FUND

          The investment of Plan assets in a separate investment account which
purchases units of a collective investment fund, and the commingling of the
Plan's assets with other plans' assets for investment purposes is allowed under
this Plan. The named Trustee of the collective investment fund shall be the
investment manager of the Plan assets placed in the


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                                                   DEFINED CONTRIBUTION PLAN

collective investment fund and the governing documents of any such collective
investment fund in which Plan assets are invested shall be incorporated and
considered part of this Plan document.

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1     AMENDMENT

            (a)    The Employer shall have the right at any time to amend this
        Plan subject to the limitations of this Section. However, any amendment
        that affects the rights, duties or responsibilities of the Administrator
        may only be made with the Administrator's written consent.  Any such
        amendment shall become effective as provided therein upon its execution.
        The Administrator shall not be required to execute any such amendment
        unless the amendment affects the duties of the Administrator hereunder.

            (b)    The Employer may (1) change the choice of options in the
        Adoption Agreement, (2) add any addendum to the Adoption Agreement that
        is specifically permitted pursuant to the terms of the Plan; (3) add
        overriding language to the Adoption Agreement when such language is
        necessary to satisfy Code Sections 415 or 416 because of the required
        aggregation of multiple plans, and (4) add certain model amendments
        published by the Internal Revenue Service which specifically provide
        that their adoption will not cause the Plan to be treated as an
        individually designed plan.  An Employer that amends the Plan for any
        other reason, including a waiver of the minimum funding requirement
        under Code Section 412(d), will no longer participate in this Prototype
        Plan and this Plan will be considered to be an individually designed
        plan.  Notwithstanding the preceding, the attachment to the Adoption
        Agreement of any addendum specifically authorized by the Plan or a list
        of any "Section 411(d)(6) protected benefits" which must be preserved
        shall not be considered an amendment to the Plan.

            (c)    The Employer expressly delegates authority to the sponsor of
        this Prototype Plan, the right to amend each Employer's Plan by
        submitting a copy of the amendment to each Employer who has adopted this
        Prototype Plan, after first having received a ruling or favorable
        determination from the Internal Revenue Service that the Prototype Plan
        as amended qualifies under Code Section 401(a) and the Act (unless a
        ruling or determination is not required by the IRS).

            (d)    No amendment to the Plan shall be effective if it authorizes
        or permits any part of the Plan Fund (other than such part as is
        required to pay taxes and administration expenses) to be used for or
        diverted to any purpose other than for the exclusive benefit of the
        Participants or their Beneficiaries or estates; or causes any reduction
        in the amount credited to the account of any Participant; or causes or
        permits any portion of the Plan Fund to revert to or become property of
        the Employer.

            (e)    Except as permitted by Regulations (including Regulation
        1.411(d)-4) or other IRS guidance, no Plan amendment or transaction
        having the effect of a Plan amendment (such as a merger, plan transfer
        or similar transaction) shall be effective if it eliminates or reduces
        any "Section 411(d)(6) protected benefit" or adds or modifies conditions
        relating to "Section 411(d)(6) protected benefits" which results in a
        further restriction on such benefits unless such "Section 411(d)(6)
        protected benefits" are preserved with respect to benefits accrued as of
        the later of the adoption date or effective date of the amendment.
        "Section 411(d)(6) protected benefits" are benefits described in Code
        Section 411(d)(6)(A), early retirement benefits and retirement-type
        subsidies, and optional forms of benefit.  A Plan amendment that
        eliminates or restricts the ability of a Participant to receive payment
        of the Participant's interest in the Plan under a particular optional
        form of benefit will be permissible if the amendment satisfies the
        conditions in (1) and (2) below:

                   (1)    The amendment provides a single-sum distribution form
                   that is otherwise identical to the optional form of benefit
                   eliminated or restricted.  For purposes of this condition
                   (1), a single-sum distribution form is otherwise identical
                   only if it is identical in all respects to the eliminated or
                   restricted optional form of benefit (or would be identical
                   except that it provides greater rights to the Participant)
                   except with respect to the timing of payments after
                   commencement.

                   (2)    The amendment is not effective unless the amendment
                   provides that the amendment shall not apply to any
                   distribution with an Annuity Starting Date earlier than the
                   earlier of: (i) the ninetieth (90th) day after the date the
                   Participant receiving the distribution has been furnished a
                   summary that reflects the amendment and that satisfies the
                   Act requirements at 29 CFR 2520.104b-3 (relating to a
                   summary of material modifications) or (ii) the first day of
                   the second Plan Year following the Plan Year in which the
                   amendment is adopted.

8.2     TERMINATION

            (a)    The Employer shall have the right at any time to terminate
        the Plan by delivering to the Administrator written notice of such
        termination.  Upon any full or partial termination, all amounts credited
        to the

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<PAGE>
                                                   DEFINED CONTRIBUTION PLAN

     affected Participants' Combined Accounts shall become 100% Vested and shall
     not thereafter be subject to forfeiture, and all unallocated amounts,
     including Forfeitures, shall be allocated to the accounts of all
     Participants in accordance with the provisions hereof.

          (b)  Upon the full termination of the Plan, the Employer shall direct
     the distribution of the assets to Participants in a manner that is
     consistent with and satisfies the provisions of Section 6.5. Distributions
     to a Participant shall be made in cash (or in property if permitted in the
     Adoption Agreement) or through the purchase of irrevocable nontransferable
     deferred commitments from the Insurer. Except as permitted by Regulations,
     the termination of the Plan shall not result in the reduction of "Section
     411(d)(6) protected benefits" as described in Section 8.1(e).

8.3  MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

          This Plan may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan only if the benefits which
would be received by a Participant of this Plan, in the event of a termination
of the plan immediately after such transfer, merger or consolidation, are at
least equal to the benefits the Participant would have received if the Plan had
terminated immediately before the transfer, merger or consolidation and such
transfer, merger or consolidation does not otherwise result in the elimination
or reduction of any "Section 411(d)(6) protected benefits" as described in
Section 8.1(e).

                                   ARTICLE IX
                              TOP-HEAVY PROVISIONS

9.1  TOP-HEAVY PLAN REQUIREMENTS

          For any Top-Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.3(f) of the Plan. Except as otherwise provided in the Plan, the
minimum allocation shall be an Employer Non-Elective Contribution and, if no
vesting schedule has been selected in the Adoption Agreement, shall be subject
to the 6 Year Graded vesting schedule described in the Adoption Agreement.

9.2  DETERMINATION OF TOP-HEAVY STATUS

          (a)  This Plan shall be a Top-Heavy Plan for any plan year beginning
     after December 31, 1983, if any of the following conditions exists:

          (1)  if the "Top-Heavy ratio" for this Plan exceeds sixty percent
          (60%) and this Plan is not part of any "required aggregation group" or
          "permissive aggregation group";

          (2)  if this Plan is a part of a "required aggregation group" but not
          part of a "permissive aggregation group" and the "Top-Heavy ratio" for
          the group of plans exceeds sixty percent (60%); or

          (3)  if this Plan is a part of a "required aggregation group" and part
          of a "permissive aggregation group" and the "Top-Heavy ratio" for the
          "permissive aggregation group" exceeds sixty percent (60%).

          (b)  "Top-Heavy ratio" means, with respect to a "determination date":

          (1)  If the Employer maintains one or more defined contribution plans
          (including any simplified employee pension plan (as defined in Code
          Section 408(k))) and the Employer has not maintained any defined
          benefit plan which during the 5-year period ending on the
          "determination date" has or has had accrued benefits, the Top-Heavy
          ratio for this plan alone or for the "required aggregation group" or
          "permissive aggregation group" as appropriate is a fraction, the
          numerator of which is the sum of the account balances of all Key
          Employees as of the "determination date" (including any part of any
          account balance distributed in the 5-year period ending on the
          "determination date"), 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"),
          both computed in accordance with Code Section 416 and the Regulations
          thereunder. Both the numerator and denominator of the Top-Heavy ratio
          are increased to reflect any contribution not actually made as of the
          "determination date," but which is required to be taken into account
          on that date under Code Section 416 and the Regulations thereunder.

          (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" has or has
          had any accrued benefits, the Top-Heavy ratio for any "required
          aggregation group" or "permissive aggregation group" as appropriate is
          a fraction, the numerator of which is the sum of account balances
          under the aggregated defined contribution plan or plans for all Key
          Employees, determined in accordance with (1) above, and the present
          value of accrued benefits under the aggregated defined benefit plan or
          plans for all Key Employees as of the

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                                       49
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                                                   DEFINED CONTRIBUTION PLAN

            "determination date," 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," all determined in accordance with Code
            Section 416 and the Regulations thereunder. The accrued benefits
            under a defined benefit plan in both the numerator and denominator
            of the Top-Heavy ratio are increased for any distribution of an
            accrued benefit made in the five-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 benefits will be
            determined as of the most recent "valuation date" that falls
            within or ends with the 12-month period ending on the
            "determination date," except as provided in Code Section 416 and
            the Regulations thereunder for the first and second plan years of a
            defined benefit plan. The account balances and accrued benefits of a
            participant (i) who is not a Key Employee but who was a Key Employee
            in a prior year, or (ii) who has not been credited with at least one
            Hour of Service with any Employer maintaining the plan at any time
            during the 5-year period ending on the "determination date" will
            be disregarded. The calculation of the Top-Heavy ratio, and the
            extent to which distributions, rollovers, and transfers are taken
            into account will be made in accordance with Code Section 416 and
            the Regulations thereunder. 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 (i) the method, if any, that uniformly applies
            for accrual purposes under all defined benefit plans maintained by
            the employer, or (ii) if there is no such method, as if such benefit
            accrued not more rapidly than the slowest accrual rate permitted
            under the fractional rule of Code Section 411(b)(1)(C).

            (c)  "Determination date" means, 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, "determination date" means the last day of
      that Plan Year.

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

            (e)  "Present value" means the present value based only on the
      interest and mortality rates specified in the Adoption Agreement.

            (f)  "Required aggregation group" means: (1) 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 (2) any other qualified plan of the
      Employer which enables a plan described in (1) to meet the requirements of
      Code Sections 401(a)(4) or 410.

            (g)  "Valuation date" means the date defined in Section 1.87 of
      the Plan of which account balances or accrued benefits are valued for
      purposes of calculating the "Top-Heavy ratio."


                                ARTICLE X
                              MISCELLANEOUS

10.1 EMPLOYER ADOPTIONS

            (a)  Any organization may become the Employer hereunder by executing
      the Adoption Agreement in a form satisfactory to the Administrator, and
      it shall provide such additional information as the Administrator may
      require. The consent of the Administrator to act as such shall be
      signified by its execution of the Adoption Agreement or a separate
      agreement (including, if elected in the Adoption Agreement, a separate
      trust agreement).

            (b)  Except as otherwise provided in this Plan, the affiliation of
      the Employer and the participation of its Participants shall be separate
      and apart from that of any other employer and its participants hereunder.

10.2 PARTICIPANT'S RIGHTS

            This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon the Employee as a Participant of this Plan.

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                                                   DEFINED CONTRIBUTION PLAN

10.3 ALIENATION

            (a)  Subject to the exceptions provided below and as otherwise
      permitted by the Code and the Act, no benefit which shall be payable to
      any person (including a Participant or the Participant's Beneficiary)
      shall be subject in any manner to anticipation, alienation, sale,
      transfer, assignment, pledge, encumbrance, or charge, and any attempt to
      anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge
      the same shall be void; and no such benefit shall in any manner be liable
      for, or subject to, the debts, contracts, liabilities, engagements, or
      torts of any such person, nor shall it be subject to attachment or legal
      process for or against such person, and the same shall not be recognized
      except to such extent as may be required by law.

            (b)  Subsection (a) shall not apply to the extent a Participant or
      Beneficiary is indebted to the Plan by reason of a loan made pursuant to
      Section 7.2. At the time a distribution is to be made to or for a
      Participant's or Beneficiary's benefit, such portion of the amount to be
      distributed as shall equal such indebtedness shall be paid to the Plan, to
      apply against or discharge such indebtedness. Prior to making a payment,
      however, the Participant or Beneficiary must be given notice by the
      Administrator that such indebtedness is to be so paid in whole or part
      from the Participant's interest in the Plan. If the Participant or
      Beneficiary does not agree that the indebtedness is a valid claim against
      the Participant's interest in the Plan, the Participant or Beneficiary
      shall be entitled to a review of the validity of the claim in accordance
      with procedures provided in Sections 2.10 and 2.11.

            (c)  Subsection (a) shall not apply to a "qualified domestic
      relations order" defined in Code Section 414(p), and those other domestic
      relations orders permitted to be so treated by the Administrator under the
      provisions of the Retirement Equity Act of 1984. The Administrator shall
      establish a written procedure to determine the qualified status of
      domestic relations orders and to administer distributions under such
      qualified orders. Further, to the extent provided under a "qualified
      domestic relations order," a former spouse of a Participant shall be
      treated as the spouse or surviving spouse for all purposes under the Plan.

            (d)  Notwithstanding any provision of this Section to the contrary,
      an offset to a Participant's accrued benefit against an amount that the
      Participant is ordered or required to pay the Plan with respect to a
      judgment, order, or decree issued, or a settlement entered into, on or
      after August 5, 1997, shall be permitted in accordance with Code Sections
      401(a)(13)(C) and (D).

10.4 CONSTRUCTION OF PLAN

            This Plan and Trust shall be construed and enforced according to the
Code, the Act and the laws of the state or commonwealth in which the Employer's
(or if there is a corporate Trustee, the Trustee's) principal office is located
(unless otherwise designated in the Adoption Agreement), other than its laws
respecting choice of law, to the extent not pre-empted by the Act.

10.5 GENDER AND NUMBER

            Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

10.6 LEGAL ACTION

            In the event any claim, suit, or proceeding is brought regarding the
Plan established hereunder to which the Employer or the Administrator may be a
party, and such claim, suit, or proceeding is resolved in favor of the Employer
or the Administrator, they may be entitled to be reimbursed from the Plan Fund
for any and all costs, attorney's fees, and other expenses pertaining thereto
incurred by them for which they shall have become liable.

10.7 PROHIBITION AGAINST DIVERSION OF FUNDS

            (a)  Except as provided below and otherwise specifically permitted
      by law, it shall be impossible by operation of the Plan by termination of
      either, by power of revocation or amendment, by the happening of any
      contingency, by collateral arrangement or by any other means, for any
      part of the corpus or income of any Plan Fund maintained pursuant to the
      Plan or any funds contributed thereto to be used for, or diverted to,
      purposes other than the exclusive benefit of Participants, Former
      Participants, or their Beneficiaries.

            (b)  In the event the Employer shall make a contribution under a
      mistake of fact pursuant to Act Section 403(c)(2)(A), the Employer may
      demand repayment of such contribution at any time within one (1) year
      following the time of payment and the Administrator shall return such
      amount to the Employer within the one (1) year period. Earnings of the
      Plan attributable to the contributions may not be returned to the Employer
      but any losses attributable thereto must reduce the amount so returned.

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                                                   DEFINED CONTRIBUTION PLAN

            (c)  Except as specifically stated in the Plan, any contribution
       made by the Employer to the Plan (if the Employer is not tax-exempt)
       is conditioned upon the deductibility of the contribution by the
       Employer under the Code and, to the extent any such deduction is
       disallowed, the Employer may, within one (1) year following a final
       determination of the disallowance, whether by agreement with the
       Internal Revenue Service or by final decision of a court of competent
       jurisdiction, demand repayment of such disallowed contribution and the
       Administrator shall return such contribution within one (1) year
       following the disallowance. Earnings of the Plan attributable to the
       contribution may not be returned to the Employer, but any losses
       attributable thereto must reduce the amount so returned.

10.8   EMPLOYER'S, ADMINISTRATOR'S AND TRUSTEE'S PROTECTIVE CLAUSE

     The Employer, Administrator and Trustee, and their successors, shall not be
responsible for the validity of any Contract issued hereunder or for the failure
on the part of the Insurer to make payments provided by any such Contract, or
for the action of any person which may delay payment or render a Contract null
and void or unenforceable in whole or in part.

10.9   INSURER'S PROTECTIVE CLAUSE

     Except as otherwise agreed upon in writing between the Employer and the
Insurer, an Insurer which issues any Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The Insurer shall be protected and held harmless in acting in
accordance with any written direction of the Administrator or Trustee, and shall
have no duty to see to the application of any funds paid to the Administrator,
nor be required to question any actions directed by the Administrator.
Regardless of any provision of this Plan, the Insurer shall not be required to
take or permit any action or allow any benefit or privilege contrary to the
terms of any Contract which it issues hereunder, or the rules of the Insurer.

10.10  RECEIPT AND RELEASE FOR PAYMENTS

     Any payment to any Participant, the Participant's legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant or
Beneficiary in accordance with the provisions of this Plan, shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the
Administrator and the Employer.

10.11  ACTION BY THE EMPLOYER

     Whenever the Employer under the terms of the Plan is permitted or required
to do or perform any act or matter or thing, it shall be done and performed by a
person duly authorized by its legally constituted authority.

10.12  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

     The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator, (3) the Trustee (if the Trustee has discretionary authority as
elected in the Adoption Agreement or as otherwise agreed upon by the Employer
and the Trustee), and (4) any Investment Manager appointed hereunder. The named
Fiduciaries shall have only those specific powers, duties, responsibilities,
and obligations as are specifically given them under the Plan including, but not
limited to, any agreement allocating or delegating their responsibilities, the
terms of which are incorporated herein by reference. In general, the Employer
shall have the sole responsibility for making the contributions provided for
under the Plan; and shall have the sole authority to appoint and remove the
Trustee and the Administrator; to formulate the Plan's "funding policy and
method"; and to amend the elective provisions of the Adoption Agreement or
terminate, in whole or in part, the Plan. The Administrator shall have the sole
responsibility for the administration of the Plan, which responsibility is
specifically described in the Plan. If the Trustee has discretionary authority,
it shall have the sole responsibility of management of the assets held under the
Plan, except those assets, the management of which has been assigned to an
Investment Manager or Administrator, who shall be solely responsible for the
management of the assets assigned to it, all as specifically provided in the
Plan. Each named Fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with the provisions of
the Plan, authorizing or providing for such direction, information or action
taken by it shall be in accordance with the provisions of the Plan, authorizing
or providing for such direction, information or action. Furthermore, each named
Fiduciary may rely upon any such direction, information or action of another
named Fiduciary as being proper under the Plan, and is not required under the
Plan to inquire into the propriety of any such direction, information or action.
It is intended under the Plan that each named Fiduciary shall be responsible for
the proper exercise of its own powers, duties, responsibilities and
obligations under the Plan. No named Fiduciary shall guarantee the Plan Fund in
any manner against investment loss or depreciation in asset value. Any person or
group may serve in more than one Fiduciary capacity.

10.13  HEADINGS

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

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                                                       DEFINED CONTRIBUTION PLAN

10.14     APPROVAL BY INTERNAL REVENUE SERVICE

          Notwithstanding anything herein to the contrary, if, pursuant to a
timely application filed by or on behalf of the Plan, the Commissioner of the
Internal Revenue Service or the Commissioner's delegate should determine that
the Plan does not initially qualify as a tax-exempt plan under Code Sections
401 and 501, and such determination is not contested, or if contested, is
finally upheld, then if the Plan is a new plan, it shall be void ab initio and
all amounts contributed to the Plan, by the Employer, less expenses paid, shall
be returned within one (1) year and the Plan shall terminate, and the Trustee
shall be discharged from all further obligations. If the disqualification
relates to a Plan amendment, then the Plan shall operate as if it had not been
amended. If the Employer's Plan fails to attain or retain qualification, such
Plan will no longer participate in this prototype plan and will be considered
an individually designed plan.

10.15     UNIFORMITY

          All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.

10.16     PAYMENT OF BENEFITS

          Except as otherwise provided in the Plan, benefits under this Plan
shall be paid, subject to Sections 6.10, 6.11 and 12.9, only upon death, Total
and Permanent Disability, normal or early retirement, termination of
employment, or termination of the Plan.

10.17     BONDING

          The Administrator, and any other fiduciary, officer of the Company
and Employee of the Company who handles funds of the Plan shall be bonded as
required by ERISA. Such bond shall protect the Plan against loss by reason of
acts of fraud or dishonesty by such persons directly or through the connivance
of others. The amount of the bond shall not be less than 10 percent of the
value of the Contract at the beginning of the Year nor more than $500,000. In
no event shall the bond be less than $1000. If the Secretary of U.S.
Department of Labor prescribes an amount in excess if $500,000, however, a bond
in the prescribed amount shall be obtained.

                                   ARTICLE XI
                            PARTICIPATING EMPLOYERS

11.1      ELECTION TO BECOME A PARTICIPATING EMPLOYER

          Notwithstanding anything herein to the contrary, with the consent of
the Employer, any Affiliated Employer may adopt the Employer's Plan and all of
the provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer. Regardless of the preceding, an entity that ceases
to be an Affiliated Employer may continue to be a Participating Employer
through the end of the transition period for certain dispositions set forth in
Code Section 410(b)(6)(C). In the event a Participating Employer is not an
Affiliated Employer and the transition period in the preceding sentence, if
applicable, has expired, then this Plan will be considered an individually
designed plan.

11.2      REQUIREMENTS OF PARTICIPATING EMPLOYERS

          (a)  Each Participating Employer shall be required to select the same
     Adoption Agreement provisions as those selected by the Employer other than
     the Plan Year, the Fiscal Year, and such other items that must, by
     necessity, vary among employers.

          (b)  The Administrator may, but shall not be required to, commingle,
     hold and invest as one Plan Fund all contributions made by Participating
     Employers, as well as all increments thereof. However, the assets of the
     Plan shall, on an ongoing basis, be available to pay benefits to all
     Participants and Beneficiaries under the Plan without regard to the
     Employer or Participating Employer who contributed such assets.

          (c)  Unless the Employer otherwise directs, any expenses of the Plan
     which are to be paid by the Employer or borne by the Trust Fund shall be
     paid by each Participating Employer in the same proportion that the total
     amount standing to the credit of all Participants employed by such Employer
     bears to the total standing to the credit of all Participants.

11.3      DESIGNATION OF AGENT

          Each Participating Employer shall be deemed to be a part of this
Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for purposes of this Plan, each Participating
Employer shall be deemed to have designated irrevocably the Employer as its
agent. Unless the context of the Plan clearly indicates otherwise, the word
"Employer" shall be deemed to include each Participating Employer as related to
its adoption of the Plan.


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                                                       DEFINED CONTRIBUTION PLAN


11.4 EMPLOYEE TRANSFERS

     In the event an Employee is transferred between Participating Employers,
accumulated service and eligibility shall be carried with the Employee
involved. No such transfer shall effect a termination of employment hereunder,
and the Participating Employer to which the Employee is transferred shall
thereupon become obligated hereunder with respect to such Employee in the same
manner as was the Participating Employer from whom the Employee was transferred.

11.5 PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES

     Any contribution or Forfeiture subject to allocation during each Plan Year
shall be allocated among all Participants of all Participating Employers in
accordance with the provisions of this Plan. However, if a Participating
Employer is not an Affiliated Employer (due to the transition rule for certain
dispositions set forth in Code Section 410(b)(6)(C)) then any contributions made
by such Participating Employer will only be allocated among the Participants
eligible to share of the Participating Employer. On the basis of the
information furnished by the Employer, the Administrator may keep separate
books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer. The Administrator may, but need not, register Contracts
so as to evidence that a particular Participating Employer is the interested
Employer hereunder, but in the event of an Employee transfer from one
Participating Employer to another, the employing Participating Employer shall
immediately notify the Administrator thereof.

11.6 AMENDMENT

     Amendment of this Plan by the Employer at any time when there shall be a
Participating Employer that is an Affiliated Employer hereunder shall only be
by the written action of each and every Participating Employer and with the
consent of the Administrator where such consent is necessary in accordance with
the terms of this Plan.

11.7 DISCONTINUANCE OF PARTICIPATION

     Any Participating Employer that is an Affiliated Employer shall be
permitted to discontinue or revoke its participation in the Plan at any time.
At the time of any such discontinuance or revocation, satisfactory evidence
thereof and of any applicable conditions imposed shall be delivered to the
Administrator. The Administrator shall thereafter transfer, deliver and assign
Contracts and other Plan Fund assets allocable to the Participants of such
Participating Employer to such new administrator as shall have been designated
by such Participating Employer, in the event that it has established a separate
qualified retirement plan for its employees provided, however, that no such
transfer shall be made if the result is the elimination or reduction of any
"Section 411(d)(6) protected benefits" as described in Section 8.1(e). If no
successor is designated, the Administrator shall retain such assets for the
Employees of said Participating Employer pursuant to the provisions of Article
VII hereof. In no such event shall any part of the corpus or income of the Plan
Fund as it relates to such Participating Employer be used for or diverted to
purposes other than for the exclusive benefit of the employees of such
Participating Employer.

11.8 ADMINISTRATOR'S AUTHORITY

     The Administrator shall have authority to make any and all necessary rules
or regulations, binding upon all Participating Employers and all Participants,
to effectuate the purpose of this Article.

                                  ARTICLE XII
                           CASH OR DEFERRED PROVISIONS

     Except as specifically provided elsewhere in this Plan, the provisions of
this Article shall apply with respect to any 401(k) Profit Sharing Plan
regardless of any provisions in the Plan to the contrary.

12.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

     (a) For each Plan Year, the Employer will (or may with respect to any
discretionary contributions) contribute to the Plan:

     (1) The amount of the total salary reduction elections of all Participants
made pursuant to Section 12.2(a), which amount shall be deemed Elective
Deferrals, plus

     (2) If elected in the Adoption Agreement, a matching contribution equal to
the percentage, if any, specified in the Adoption Agreement of the Elective
Deferrals of each Participant eligible to share in the allocations of the
matching contribution, which amount shall be deemed an Employer's matching
contribution or Qualified Matching Contribution as elected in the Adoption
Agreement, plus


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                                                       DEFINED CONTRIBUTION PLAN


          (3) If elected in the Adoption Agreement, a Prevailing Wage
          Contribution or a discretionary amount determined each year by the
          Employer, which amount if any, shall be deemed an Employer's
          Non-Elective Contribution, plus

          (4) If elected in the Adoption Agreement, a Qualified Non-Elective
          Contribution.

          (b) Notwithstanding the foregoing, if the Employer is not a tax-exempt
     entity, then the Employer's contributions for any Fiscal Year may generally
     not exceed the maximum amount allowable as a deduction to the Employer
     under the provisions of Code Section 404. However, to the extent necessary
     to provide the Top-Heavy minimum allocations, the Employer shall make a
     contribution even if it exceeds current or accumulated Net Profit or the
     amount that is deductible under Code Section 404. All contributions by the
     Employer shall be made in cash or in Employer securities as is acceptable
     to the Administrator, Trustee and Insurer.

12.2 PARTICIPANT'S SALARY REDUCTION ELECTION

          (a) Each Participant may elect to defer a portion of Compensation
     which would have been received in the Plan Year, but for the salary
     reduction election, subject to the limitations of this Section and the
     Adoption Agreement. A salary reduction election (or modification of an
     earlier election) may not be made with respect to Compensation which is
     currently available on or before the date the Participant executed such
     election, or if later, the later of the date the Employer adopts this cash
     or deferred arrangement or the date such arrangement first became
     effective. Any elections made pursuant to this Section shall become
     effective as soon as is administratively feasible. If the automatic
     election option is elected in the Adoption Agreement, then in the event a
     Participant fails to make a deferral election and does not affirmatively
     elect to receive cash, such Participant shall be deemed to have made a
     deferral election equal to the percentage of Compensation set forth in the
     Adoption Agreement. The automatic election may, in accordance with
     procedures established by the Administrator, be applied to all Participants
     or to Eligible Employees who become Participants after a certain date. For
     purposes of this Section, the annual dollar limitation of Code Section
     401(a)(17) ($150,000 as adjusted) shall not apply.

          Additionally, if elected in the Adoption Agreement, each Participant
     may elect to defer a different percentage or amount of any cash bonus to be
     paid by the Employer during the Plan Year. A deferral election may not be
     made with respect to cash bonuses which are currently available on or
     before the date the Participant executes such election.

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

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

          (b) The balance in each Participant's Elective Deferral Account,
     Qualified Matching Contribution Account and Qualified Non-Elective
     Contribution Account shall be fully Vested at all times and, except as
     otherwise provided herein, shall not be subject to Forfeiture for any
     reason.

          (c) Amounts held in a Participant's Elective Deferral Account,
     Qualified Matching Contribution Account and Qualified Non-Elective Account
     may only be distributable as provided in (4), (5) or (6) below or as
     provided under the other provisions of this Plan, but in no event prior to
     the earlier of the following events or any other events permitted by the
     Code or Regulations:

          (1) the Participant's separation from service, Total and Permanent
          Disability, or death;

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

          (3) the proven financial hardship of the Participant, subject to the
          limitations of Section 12.9;

          (4) the termination of the Plan without the existence at the time of
          Plan termination of another defined contribution plan or the
          establishment of a successor defined contribution plan by the Employer
          or an Affiliated Employer within the period ending twelve months after
          distribution of all assets from the Plan maintained by the Employer.
          For this purpose, a defined contribution does not include an employee
          stock ownership plan (as defined in Code Section 4975(e)(7) or 409),
          a simplified employee pension plan (as defined in Code Section
          408(k)), or a SIMPLE individual retirement account plan (as defined
          in Code Section 408(p));

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                                       55
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                                                       DEFINED CONTRIBUTION PLAN

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


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

            Distributions that are made because of (4), (5), or (6) above must
            be made in a lump-sum.


            (d)    A Participant's "elective deferrals" made under this Plan and
        all other plans, contracts or arrangements of the Employer maintaining
        this Plan during any calendar year shall not exceed the dollar
        limitation imposed by Code Section 402(g), as in effect at the beginning
        of such calendar year. This dollar limitation shall be adjusted annually
        pursuant to the method provided in Code Section 415(d) in accordance
        with Regulations.  For this purpose, "elective deferrals" means, with
        respect to a calendar year, the sum of all employer contributions made
        on behalf of such Participant pursuant to an election to defer under any
        qualified cash or deferred arrangement as described in Code Section
        401(k), any salary reduction simplified employee pension (as defined in
        Code Section 408(k)(6)), any SIMPLE IRA plan described in Code Section
        408(p), any eligible deferred compensation plan under Code Section 457,
        any plans described under Code Section 501(c)(18), and any Employer
        contributions made on the behalf of a Participant for the purchase of an
        annuity contract under Code Section 403(b) pursuant to a salary
        reduction agreement.  "Elective deferrals" shall not include any
        deferrals properly distributed as excess "Annual Additions" pursuant to
        Section 4.5.

            (e)    If a Participant participating in plans of more than one
        employer has Excess Deferrals for a taxable year, the Participant may,
        not later than March 1st following the close of such taxable year,
        notify the Administrator in writing of such excess and request that the
        Participant's Elective Deferrals under this Plan be reduced by an amount
        specified by the Participant.  In such event, the Administrator shall
        direct the distribution of such excess amount (and any "Income"
        allocable to such excess amount) to the Participant not later than the
        first April 15th following the close of the Participant's taxable year.
        Any distribution of less than the entire amount of Excess Deferrals and
        "Income" shall be treated as a pro rata distribution of Excess Deferrals
        and "Income."  The amount distributed shall not exceed the Participant's
        Elective Deferrals under the Plan for the taxable year.  Any
        distribution on or before the last day of the Participant's taxable year
        must satisfy each of the following conditions:


            (1)    the Participant shall designate the distribution as Excess
                   Deferrals;

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

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


                   Regardless of the preceding, if a Participant has Excess
        Deferrals solely from elective deferrals made under this Plan or any
        other plan maintained by the Employer, a Participant will be deemed to
        have notified the Administrator of such excess amount and the
        Administrator shall direct the distribution of such Excess Deferrals in
        a manner consistent with the provisions of this subsection.


                   Any distribution made pursuant to this subsection shall be
        made first from unmatched Elective Deferrals and, thereafter, from
        Elective Deferrals which are matched.  Matching contributions which
        relate to Excess Deferrals that are distributed pursuant to this Section
        12.2(e) shall be treated as a Forfeiture to the extent required pursuant
        to Code Section 401(a)(4) and the Regulations thereunder.

            For the purpose of this subsection, "Income" means the amount of
        income or loss allocable to a Participant's Excess Deferrals. However,
        "Income" for the period between the end of the taxable year of the
        Participant and the date of the distribution (the "gap period") is not
        required to be distributed.

            (f)    Notwithstanding the preceding, a Participant's Excess
        Deferrals shall be reduced, but not below zero, by any distribution
        and/or recharacterization of Excess Deferrals pursuant to Section
        12.5(a) for the Plan Year beginning with or within the taxable year of
        the Participant.

            (g)    In the event a Participant has received a hardship
        distribution pursuant to Regulation 1.401(k)-1(d)(2)(iii)(B) from any
        other plan maintained by the Employer or from the Participant's Elective
        Deferral Account pursuant to Section 12.9, after-tax employee
        contributions or Participant Matched Contributions, then such
        Participant shall not be permitted to elect to have Elective Deferrals
        contributed to the Plan for a period of twelve (12) months following the
        receipt of the distribution.  Furthermore, the dollar limitation under
        Code Section 402(g) shall be reduced, with respect to the Participant's
        taxable year following the taxable year in which the hardship
        distribution was made, by the amount of such Participant's Elective
        Deferrals, if any, made pursuant to this Plan (and any other plan
        maintained by the Employer) for the taxable year of the hardship
        distribution.

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                                        56


<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

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

           (i)  If during a Plan Year, it is projected that the aggregate amount
      of Elective Deferrals to be allocated to all Highly Compensated
      Participants under this Plan would cause the Plan to fail the tests set
      forth in Section 12.4, then the Administrator may automatically reduce the
      deferral amount of affected Highly Compensated Participants, beginning
      with the Highly Compensated Participant who has the highest actual
      deferral ratio until it is anticipated the Plan will pass the tests or
      until the actual deferral ratio equals the actual deferral ratio of the
      Highly Compensated Participant having the next highest actual deferral
      ratio. This process may continue until it is anticipated that the Plan
      will satisfy one of the tests set forth in Section 12.4. Alternatively,
      the Employer may specify a maximum percentage of Compensation that may be
      deferred by Highly Compensated Participants.

           (j) The Employer and the Administrator shall establish procedures
      necessary to implement the salary reduction elections provided for herein.
      Such procedures may contain limits on salary deferral elections such as
      limiting elections to whole percentages of Compensation or to equal dollar
      amounts per pay period that an election is in effect.

12.3  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

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

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

           (1)  With respect to Elective Deferrals made pursuant to Section
           12.1(a)(1), to each Participant's Elective Deferral Account in an
           amount equal to each such Participant's Elective Deferrals for the
           year.

           (2)  With respect to the Employer's matching contribution made
           pursuant to Section 12.1(a)(2), to each Participant's Account, or
           Participant's Qualified Matching Contribution Account, as elected in
           the Adoption Agreement, in accordance with Section 12.1(a)(2).

           Except, however, in order to be entitled to receive any Employer
           matching contribution, a Participant must satisfy the conditions for
           sharing in the Employer matching contribution as set forth in the
           Adoption Agreement. Furthermore, regardless of any election in the
           Adoption Agreement to the contrary, for the Plan Year in which this
           Plan terminates, a Participant shall only be eligible to share in the
           allocation of the Employer's contributions for the Plan Year if the
           Participant is employed at the end of the Plan Year and has completed
           a Year of Service (or Period of Service if the Elapsed Time Method is
           elected).

           (3)  With respect to the Employer's Non-Elective Contribution made
           pursuant to Section 12.1(a)(3), to each Participant's Account in
           accordance with the provisions of Section 4.3(b)(2) or (3) whichever
           is applicable.

           (4)  With respect to the Employer's Qualified Non-Elective
           Contribution made pursuant to Section 12.1(a)(4), to each
           Participant's (excluding Highly Compensated Employees, if elected in
           the Adoption Agreement) Qualified Non-Elective Contribution Account
           in accordance with the Adoption Agreement.

           (c)  Notwithstanding anything in the Plan to the contrary, in
      determining whether a Non-Key Employee has received the required minimum
      allocation pursuant to Section 4.3(e) such Non-Key Employee's Elective
      Deferrals and matching contributions used to satisfy the ADP tests in
      Section 12.4 or the ACP tests in Section 12.6 shall not be taken into
      account.

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

           (e)  Notwithstanding anything herein to the contrary (other than
      Sections 4.3(f) and 12.3(f)), Participants shall only share in the
      allocations of the Employer's matching contribution made pursuant to
      Section 12.1(a)(2), the Employer's Non-Elective Contributions made
      pursuant to Section 12.1(a)(3), the Employer's Qualified Non-Elective
      Contribution made pursuant to Section 12.1(a)(4), and Forfeitures as
      provided in the Adoption Agreement. If no election is made in the Adoption
      Agreement, then a Participant shall be eligible to share in the allocation
      of the Employer's contribution for the year if the Participant completes
      more than 500 Hours of Service (or


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                                       57
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     three (3) Months of Service if the Elapsed Time method is chosen in the
     Adoption Agreement) during the Plan Year or who is employed on the last day
     of the Plan Year. Furthermore, regardless of any election in the Adoption
     Agreement to the contrary, for the Plan Year in which this Plan terminates,
     a Participant shall only be eligible to share in the allocation of the
     Employer's contributions for the Plan Year if the Participant is employed
     at the end of the Plan Year and has completed a Year of Service (or Period
     of Service if the Elapsed Time Method is elected).

          (f)  Notwithstanding anything to the contrary, if this Plan would
     otherwise fail to meet the requirements of Code Section 410(b)(1) and the
     Regulations thereunder (including Regulation 1.401(a)(4)-2(b)(4)(vi)(D)(3)
     which treats Participants only receiving Top-Heavy minimums as not
     benefiting) because Employer contributions would not be allocated to a
     sufficient number or percentage of Participants for a Plan Year, then the
     following rules may be applied:

          (1)  The group of Participants eligible to share in the Employer's
          contributions or Forfeitures for the Plan Year will be expanded to
          include the minimum number of Participants who would not otherwise be
          eligible as are necessary to satisfy the applicable test specified
          above. The specific Participants who shall become eligible under the
          terms of this paragraph shall be those who have not separated from
          service prior to the last day of the Plan Year and, when compared to
          similarly situated Participants, have completed the greatest number of
          Hours of Service in the Plan Year.

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

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

12.4      ACTUAL DEFERRAL PERCENTAGE TESTS

          (a)  Except as otherwise provided herein, this subsection applies if
     the Prior Year Testing method is elected in the Adoption Agreement. The
     "Actual Deferral Percentage" (hereinafter "ADP") for a Plan Year for
     Participants who are Highly Compensated Employees (hereinafter "HCEs") for
     each Plan Year and the prior year's ADP for Participants who were
     Non-Highly Compensated Employees (hereinafter "NHCEs") for the prior Plan
     Year must satisfy one of the following tests:

          (1)  The ADP for a Plan Year for Participants who are HCEs for the
          Plan Year shall not exceed the prior year's ADP for Participants who
          were NHCEs for the prior Plan Year multiplied by 1.25; or

          (2)  The ADP for a Plan Year for Participants who are HCEs for the
          Plan Year shall not exceed the prior year's ADP for Participants who
          were NHCEs for the prior Plan Year multiplied by 2.0, provided that
          the ADP for Participants who are HCEs does not exceed the prior year's
          ADP for Participants who were NHCEs in the prior Plan Year by more
          than two (2) percentage points.

          Notwithstanding the above, for purposes of applying the foregoing
          tests with respect to the first Plan Year in which the Plan permits
          any Participant to make Elective Deferrals, the ADP for the prior
          year's NHCEs shall be deemed to be three percent (3%) unless the
          Employer has elected in the Adoption Agreement to use the current Plan
          Year's ADP for these Participants. However, the provisions of this
          paragraph may not be used if the Plan is a successor plan or is
          otherwise prohibited from using such provisions pursuant to IRS Notice
          98-1 (or superseding guidance).

          (b)  Notwithstanding the foregoing, if the Current Year Testing method
     is elected in the Adoption Agreement, the ADP tests in (a)(1) and (a)(2),
     above shall be applied by comparing the current Plan Year's ADP for
     Participants who are HCEs with the current Plan Year's ADP (rather than the
     prior Plan Year's ADP) for Participants who are NHCEs for the current
     Plan Year. Once made, this election can only be changed if the Plan meets
     the requirements for changing to the Prior Year Testing method set forth in
     IRS Notice 98-1 (or superseding guidance). Furthermore, this Plan must use
     the same testing method for both the ADP and ACP tests for Plan Years
     beginning on or after the date the Employer adopts its GUST restated plan.

          (c)  This subsection applies to prevent the multiple use of the test
     set forth in subsection (a)(2) above. Any HCE eligible to make Elective
     Deferrals pursuant to Section 12.2 and to make after-tax voluntary Employee

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                                       58
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                                                       DEFINED CONTRIBUTION PLAN

     contributions or to receive matching contributions under this Plan or under
     any other plan maintained by the Employer or an Affiliated Employer, shall
     have either the actual deferral ratio adjusted in the manner described in
     Section 12.5 or the actual contribution ratio adjusted in the manner
     described in Section 12.7 so that the "Aggregate Limit" is not exceeded
     pursuant to Regulation 1.401(m)-2. The amounts in excess of the "Aggregate
     Limit" shall be treated as either an Excess Contribution or an Excess
     Aggregate Contribution. The ADP and ACP of the HCEs are determined after
     any corrections required to meet the ADP and ACP tests and are deemed to be
     the maximum permitted under such tests for the Plan Year. Multiple use does
     not occur if either the ADP or ACP of the HCEs does not exceed 1.25
     multiplied by the ADP and ACP of the NHCEs.


          "Aggregate Limit" means the sum of (i) 125 percent of the greater of
     the ADP of the NHCEs for the prior Plan Year or the ACP of such NHCEs under
     the plan subject to Code Section 401(m) for the Plan Year beginning with or
     within the prior Plan Year of the cash or deferred arrangement and (ii) the
     lesser of 200% or two (2) plus the lesser of such ADP or ACP. "Lesser" is
     substituted for "greater" in (i) above, and "greater" is substituted for
     "lesser" after "two (2) plus the" in (ii) above if it would result in a
     larger Aggregate Limit. If the Employer has elected in the Adoption
     Agreement to use the Current Year Testing method, then in calculating the
     "Aggregate Limit" for a particular Plan Year, the NHCEs ADP and ACP for
     that Plan Year, instead of the prior Plan Year, is used.

     (d)  A Participant is an HCE for a particular Plan Year if the Participant
meets the definition of an HCE in effect for that Plan Year. Similarly, a
Participant is an NHCE for a particular Plan Year if the Participant does not
meet the definition of an HCE in effect for that Plan Year.

     (e)  For the purposes of this Section and Section 12.5, ADP means, for a
specific 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 Plan on behalf of such
Participant for the Plan Year to (2) the Participant's 414(s) Compensation for
such Plan Year. Employer contributions on behalf of any participant shall
include: (1) any Elective Deferrals made pursuant to the Participant's deferral
election (including Excess Deferrals of HCEs), but excluding (i) Excess
Deferrals of NHCEs that arise solely from Elective Deferrals made under the plan
or plans of this Employer and (ii) Elective Deferrals that are taken into
account in the ACP tests set forth in Section 12.6 (provided the ADP test is
satisfied both with and without exclusion of these Elective Deferrals); and (2)
at the election of the Employer, Qualified Non-Elective Contributions and
Qualified Matching Contributions to the extent such contributions are not used
to satisfy the ACP test.

     The actual deferral ratio for each Participant and the ADP for each group
shall be calculated to the nearest one-hundredth of one percent. Elective
Deferrals allocated to each Highly Compensated Participant's Elective Deferral
Account shall not be reduced by Excess Deferrals to the extent such excess
amounts are made under this Plan or any other plan maintained by the Employer.

     (f)  For purposes of this Section and Section 12.5, a Highly Compensated
Participant and a Non-Highly Compensated Participant shall include any Employee
eligible to make salary deferrals pursuant to Section 12.2 for the Plan Year.
Such Participants who fail to make Elective Deferrals shall be treated for ADP
purposes as Participants on whose behalf no Elective Deferrals are made.

     (g)  In the event this Plan satisfies the requirements of Code Sections
401(a)(4), 401(k), or 410(b) 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 ADP of Employees as if all such plans were a single plan. Any
adjustments to the NHCE ADP for the prior year will be made in accordance with
IRS Notice 98-1 and any superseding guidance, unless the Employer has elected
in the Adoption Agreement to use the Current Year Testing method. Plans may be
aggregated in order to satisfy Code Section 401(k) only if they have the same
Plan Year and use the same ADP testing method.

     (h)  The ADP for any Participant who is an HCE for the Plan Year and who
is eligible to have Elective Deferrals (and Qualified Non-Elective
Contributions or Qualified Matching Contributions, or both, if treated as
Elective Deferrals for purposes of the ADP test) allocated to such
Participant's accounts under two (2) or more arrangements described in Code
Section 401(k), that are maintained by the Employer, shall be determined as if
such Elective Deferrals (and, if applicable, such Qualified Non-Elective
Contributions or Qualified Matching Contributions, or both) were made under a
single arrangement for purposes of determining such HCE's actual deferral
ratio. However, if the cash or deferred arrangements have different Plan Years,
this paragraph shall be applied by treating all cash or deferred arrangements
ending with or within the same calendar year as a single arrangement.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under Regulations under Code Section 401.

     (i)  For purposes of determining the ADP and the amount of Excess
Contributions pursuant to Section 12.5, only Elective Deferrals, Qualified
Non-Elective Contributions and Qualified Matching Contributions contributed to
the Plan prior to the end of the twelve (12) month period immediately following
the Plan Year to which the contributions relate shall be considered.

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                                       59
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

          (j)  Notwithstanding anything in this Section to the contrary, the
     provisions of this Section and Section 12.5 may be applied separately (or
     will be applied separately to the extent required by Regulations) to each
     "plan" within the meaning of Regulation 1.401(k)-1(g)(11) and Regulation
     1.401(k). Furthermore, for Plan Years beginning after December 31, 1998,
     the provisions of Code Section 401(k)(3)(F) may be used to exclude from
     consideration all Non-Highly Compensated Employees who have not satisfied
     the minimum age and service requirements of Code Section 410(a)(1)(A).

12.5 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

          (a)  In the event (or, with respect to subsection (c) when the Prior
    Year Testing method is being used, if it is anticipated) that for Plan Years
    beginning after December 31, 1996, the Plan does not satisfy one of the
    tests set forth in Section 12.4, the Administrator shall adjust Excess
    Contributions or the Employer shall make contributions pursuant to the
    options set forth below or any combination thereof. However, if the Prior
    Year testing method is being used and it is anticipated that the Plan might
    not satisfy one of such tests, then the Employer may make contributions
    pursuant to the options set forth in subsection (c) below.

          (b)  On or before the fifteenth day of the third month following the
     end of each Plan Year, but in no event later than the close of the
     following Plan Year, the Highly Compensated Participant allocated the
     largest amount of Elective Deferrals shall have a portion of such Elective
     Deferrals (and "Income" allocable to such amounts) distributed (and/or, at
     the Participant's election, recharacterized as a after-tax voluntary
     Employee contribution pursuant to Section 4.8) until the total amount of
     Excess Contributions has been distributed, or until the amount of the
     Participant's Elective Deferrals equals the Elective Deferrals of the
     Highly Compensated Participant having the next largest amount of Elective
     Deferrals allocated. This process shall continue until the total amount of
     Excess Contributions has been distributed. Any distribution and/or
     recharacterization of Excess Contributions shall be made in the following
     order:

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

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

               (ii)   shall be made first from unmatched Elective Deferrals and,
               thereafter, simultaneously from Elective Deferrals which are
               matched and matching contributions which relate to such Elective
               Deferrals. Matching contributions which relate to Excess
               Contributions shall be forfeited unless the related matching
               contribution is distributed as an Excess Aggregate Contribution
               pursuant to Section 12.7;

               (iii)  shall be adjusted for "Income"; and

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

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

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

               (ii)   shall not exceed the amount of Elective Deferrals on
               behalf of any Highly Compensated Participant for any Plan Year;

               (iii)  shall be treated as after-tax voluntary Employee
               contributions for purposes of Code Section 401(a)(4) and
               Regulation 1.401(k)-1(b). However, for purposes of Sections
               4.3(e) and 9.2 (Top-Heavy rules), recharacterized Excess
               Contributions continue to be treated as Employer contributions
               that are Elective Deferrals. Excess Contributions (and "Income"
               attributable to such amounts) recharacterized as after-tax
               voluntary Employee contributions shall continue to be
               nonforfeitable and subject to the same distribution rules
               provided for in Section 12.2(c); and

               (iv)   are not permitted if the amount recharacterized plus
               after-tax voluntary Employee contributions actually made by such
               Highly Compensated Participant, exceed the maximum amount of
               after-tax voluntary Employee contributions (determined prior to
               application of Section 12.6) that such Highly Compensated
               Participant is permitted to make under the Plan in the absence of
               recharacterization.

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                                       60
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                                                       DEFINED CONTRIBUTION PLAN

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

           (4)  For the purpose of this Section, "Income" means the income or
           losses allocable to Excess Contributions. However, "Income" for the
           period between the end of the Plan Year and the date of the
           distribution (the "gap period") is not required to be distributed.

           (5)  Excess Contributions shall be treated as Employer contributions
           for purposes of Code Sections 404 and 415 even if distributed from
           the Plan.

           (c)  Notwithstanding the above, within twelve (12) months after the
      end of the Plan Year, the Employer may make a special Qualified
      Non-Elective Contribution or Qualified Matching Contribution in accordance
      with one of the following provisions which contributions shall be
      allocated to the Qualified Non-Elective Contribution Account or Qualified
      Matching Contribution Account of each Non-Highly Compensated Participant
      eligible to share in the allocation in accordance with such provision. The
      Employer shall provide the Administrator with written notification of the
      amount of the contribution being made and to which provision it relates.

           (1)  A Qualified Non-Elective Contribution may be made on behalf of
           Non-Highly Compensated Participants in an amount sufficient to
           satisfy (or to prevent an anticipated failure of) one of the tests
           set forth in Section 12.4. Such contribution shall be allocated in
           the same proportion that each Non-Highly Compensated Participant's
           414(s) Compensation for the year (or prior year if the Prior Year
           Testing method is being used) bears to the total 414(s) Compensation
           of all Non-Highly Compensated Participants for such year.

           (2)  A Qualified Non-Elective Contribution may be made on behalf of
           Non-Highly Compensated Participants in an amount sufficient to
           satisfy (or to prevent an anticipated failure of) one of the tests
           set forth in Section 12.4. Such contribution shall be allocated in
           the same proportion that each Non-Highly Compensated Participant's
           414(s) Compensation for the year (or prior year if the Prior Year
           Testing method is being used) bears to the total 414(s) Compensation
           of all Non-Highly Compensated Participants for such year. However,
           for purposes of this contribution, Non-Highly Compensated
           Participants who are not employed at the end of the Plan Year (or at
           the end of the prior Plan Year if the Prior Year Testing method is
           being used) shall not be eligible to share in the allocation and
           shall be disregarded.

           (3)  A Qualified Non-Elective Contribution may be made on behalf of
           Non-Highly Compensated Participants in an amount sufficient to
           satisfy (or to prevent an anticipated failure of) one of the tests
           set forth in Section 12.4. Such contribution shall be allocated in
           equal amount (per capita).

           (4)  A Qualified Non-Elective Contribution may be made on behalf of
           Non-Highly Compensated Participants in an amount sufficient to
           satisfy (or to prevent an anticipated failure of) one of the tests
           set forth in Section 12.4. Such contribution shall be allocated in
           equal amounts (per capita). However, for purposes of this
           contribution, Non-Highly Compensated Participants who are not
           employed at the end of the Plan Year (or at the end of the prior Plan
           Year if the Prior Year Testing method is being used) shall not be
           eligible to share in the allocation and shall be disregarded.

           (5)  A Qualified Non-Elective Contribution may be made on behalf of
           Non-Highly Compensated Participants in an amount sufficient to
           satisfy (or to prevent an anticipated failure of) one of the tests
           set forth in Section 12.4. Such Contribution shall be allocated to
           the Qualified Non-Elective Contribution Account of the Non-Highly
           Compensated Participant having the lowest 414(s) Compensation, until
           one of the tests set forth in Section 12.4 is satisfied (or is
           anticipated to be satisfied), or until such Non-Highly Compensated
           Participant has received the maximum "Annual Addition" pursuant to
           Section 4.4. This process shall continue until one of the tests set
           forth in Section 12.4 is satisfied (or is anticipated to be
           satisfied).

           (6)  A Qualified Non-Elective Contribution may be made on behalf of
           Non-Highly Compensated Participants in an amount sufficient to
           satisfy (or to prevent an anticipated failure of) one of the tests
           set forth in Section 12.4. Such contribution shall be allocated to
           the Qualified Non-Elective Contribution Account of the Non-Highly
           Compensated Participant having the lowest 414(s) Compensation, until
           one of the tests set forth in Section 12.4 is satisfied (or is
           anticipated to be satisfied), or until such Non-Highly Compensated
           Participant has received the maximum "Annual Addition" pursuant to
           Section 4.4. This process shall continue until one of the tests set
           forth in Section 12.4 is satisfied (or is anticipated to be
           satisfied). However, for purposes of this contribution, Non-Highly
           Compensated Participants who are not employed at the end of the Plan
           Year (or at the end of the prior Plan Year if the Prior Year Testing
           method is being used) shall not be eligible to share in the
           allocation and shall be disregarded.


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                                       61
<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

          (7)  A Qualified Matching Contribution may be made on behalf of
          Non-Highly Compensated Participants in an amount sufficient to satisfy
          (or to prevent an anticipated failure of) one of the tests set forth
          in Section 12.4. Such contribution shall be allocated to the Qualified
          Matching Contribution Account of each Non-Highly Compensated
          Participant in the same proportion that each Non-Highly Compensated
          Participant's Elective Deferrals for the year bears to the total
          Elective Deferrals of all Non-Highly Compensated Participants.

          (8)  A Qualified Matching Contribution may be made on behalf of
          Non-Highly Compensated Participants in an amount sufficient to satisfy
          (or to prevent an anticipated failure of) one of the tests set forth
          in Section 12.4. Such contribution shall be allocated to the Qualified
          Matching Contribution Account of each Non-Highly Compensated
          Participant in the same proportion that each Non-Highly Compensated
          Participant's Elective Deferrals for the year bears to the total
          Elective Deferrals of all Non-Highly Compensated Participants.
          However, for purposes of this contribution, Non-Highly Compensated
          Participants who are not employed at the end of the Plan Year (or at
          the end of the prior Plan Year if the Prior Year Testing method is
          being used) shall not be eligible to share in the allocation and shall
          be disregarded.

          (9)  A Qualified Matching Contribution may be made on behalf of
          Non-Highly Compensated Participants in an amount sufficient to satisfy
          (or to prevent an anticipated failure of) one of the tests set forth
          in Section 12.4. Such contribution shall be allocated to the Qualified
          Matching Contribution Account of the Non-Highly Compensated
          Participant having the lowest Elective Deferrals until one of the
          tests set forth in Section 12.4 is satisfied (or is anticipated to be
          satisfied), or until such Non-Highly Compensated Participant has
          received the maximum "Annual Addition" pursuant to Section 4.4. This
          process shall continue until one of the tests set forth in Section
          12.4 is satisfied (or is anticipated to be satisfied).

          (10) A Qualified Matching Contribution may be made on behalf of
          Non-Highly Compensated Participants in an amount sufficient to satisfy
          (or to prevent an anticipated failure of) one of the tests set forth
          in Section 12.4. Such contribution shall be allocated to the Qualified
          Matching Contribution Account of the Non-Highly Compensated
          Participant having the lowest Elective Deferrals until one of the
          tests set forth in Section 12.4 is satisfied (or is anticipated to be
          satisfied), or until such Non-Highly Compensated Participant has
          received the maximum "Annual Addition" pursuant to Section 4.4. This
          process shall continue until one of the tests set forth in Section
          12.4 is satisfied (or is anticipated to be satisfied). However, for
          purposes of this contribution, Non-Highly Compensated Participants who
          are not employed at the end of the Plan Year (or at the end of the
          prior Plan Year if the Prior Year Testing method is being used) shall
          not be eligible to share in the allocation and shall be disregarded.

          (d)  If during a Plan Year, it is projected that the aggregate amount
     of Elective Deferrals to be allocated to all Highly Compensated
     Participants under this Plan would cause the Plan to fail the tests set
     forth in Section 12.4, then the Administrator may automatically reduce the
     deferral amount of affected Highly Compensated Participants, beginning with
     the Highly Compensated Participant who has the highest actual deferral
     ratio until it is anticipated the Plan will pass the tests or until the
     actual deferral ratio equals the actual deferral ratio of the Highly
     Compensated Participant having the next highest actual deferral ratio. This
     process may continue until it is anticipated that the Plan will satisfy one
     of the tests set forth in Section 12.4. Alternatively, the Employer may
     specify a maximum percentage of Compensation that may be deferred by Highly
     Compensated Participants.

          (e)  Any Excess Contributions (and "Income") which are distributed on
     or after 2 1/2 months after the end of the Plan Year shall be subject to
     the ten percent (10%) Employer excise tax imposed by Code Section 4979.

12.6 ACTUAL CONTRIBUTION PERCENTAGE TESTS

          (a)  Except as otherwise provided herein, this subsection applies if
     the Prior Year Testing method is elected in the Adoption Agreement. The
     "Actual Contribution Percentage" (hereinafter "ACP") for Participants who
     are Highly Compensated Employees (hereinafter "HCEs") for each Plan Year
     and the prior year's ACP for Participants who were Non-Highly Compensated
     Employees (hereinafter "NHCEs") for the prior Plan Year must satisfy one of
     the following tests:

          (1)  The ACP for a Plan Year for Participants who are HCEs for the
          Plan Year shall not exceed the prior year's ACP for Participants who
          were NHCEs for the prior Plan Year multiplied by 1.25; or

          (2)  The ACP for a Plan Year for Participants who are HCEs for the
          Plan Year shall not exceed the prior year's ACP for Participants who
          were NHCEs for the prior Plan Year multiplied by 2.0, provided that
          the ACP for Participants who are HCEs does not exceed the prior year's
          ACP for Participants who were NHCEs in the prior Plan Year by more
          than two (2) percentage points.

          Notwithstanding the above, for purposes of applying the foregoing
          tests with respect to the first Plan Year in which the Plan permits
          any Participant to make Employee contributions, provides for matching
          contributions,

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                                                       DEFINED CONTRIBUTION PLAN

     or both, the ACP for the prior year's NHCEs shall be deemed to be three
     percent (3%) unless the Employer has elected in the Adoption Agreement to
     use the current Plan Year's ACP for these Participants. However, the
     provisions of this paragraph may not be used if the Plan is a successor
     plan or is otherwise prohibited from using such provisions pursuant to IRS
     Notice 98-1 (or superseding guidance).

     (b)  Notwithstanding the preceding, if the Current Year Testing method is
elected in the Adoption Agreement, the ACP tests in (a)(1) and (a)(2), above
shall be applied by comparing the current Plan Year's ACP for Participants who
are HCEs with the current Plan Year's ACP (rather than the prior Plan Year's
ACP) for Participants who are NHCEs for the current Plan Year. Once made, this
election can only be changed if the Plan meets the requirements for changing to
the Prior Year Testing method set forth in IRS Notice 98-1 (or superseding
guidance). Furthermore, this Plan must use the same testing method for both the
ADP and ACP tests for Plan Years beginning on or after the date the Employer
adopts its GUST restated plan.

     (c)  This subsection applies to prevent the multiple use of the test set
forth in subsection (a)(2) above. Any HCE eligible to make Elective Deferrals
pursuant to Section 12.2 and to make after-tax voluntary Employee contributions
or to receive matching contributions under this Plan or under any other plan
maintained by the Employer or an Affiliated Employer, shall have either the
actual deferral ratio adjusted in the manner described in Section 12.5 or the
actual contribution ratio reduced in the manner described in Section 12.7 so
that the "Aggregate Limit" is not exceeded pursuant to Regulation 1.401(m)-2.
The amounts in excess of the "Aggregate Limit" shall be treated as either an
Excess Contribution or an Excess Aggregate Contribution. The ADP and ACP of the
HCEs are determined after any corrections required to meet the ADP and ACP tests
and are deemed to be the maximum permitted under such test for the Plan Year.
Multiple use does not occur if either the ADP or ACP of the HCEs does not exceed
1.25 multiplied by the ADP and ACP of the NHCEs.

"Aggregate Limit" means the sum of (i) 125 percent of the greater of the ADP of
the NHCEs for the Plan Year or the ACP of such NHCEs under the plan subject to
Code Section 401(m) for the Plan Year beginning with or within the prior Plan
Year of the cash or deferred arrangement and (ii) the lesser of 200% or two plus
the lesser of such ADP or ACP. "Lesser" is substituted for "greater" in (i)
above, and "greater" is substituted for "lesser" after "two plus the" in (ii)
above if it would result in a larger Aggregate Limit. If the Employer has
elected in the Adoption Agreement to use the Current Year Testing method, then
in calculating the "Aggregate Limit" for a particular Plan Year, the NHCEs ADP
and ACP for that Plan Year, instead of the prior Plan Year, is used.

     (d)  A Participant is a Highly Compensated Employee for a particular Plan
Year if the Participant meets the definition of a Highly Compensated Employee in
effect for that Plan Year. Similarly, a Participant is a Non-highly Compensated
Employee for a particular Plan Year if the Participant does not meet the
definition of a Highly Compensated Employee in effect for that Plan Year.

     (e)  For the purposes of this Section and Section 12.7, ACP for a
specific group of Participants for a Plan Year means the average of the
"Contribution Percentages" (calculated separately for each Participant in such
group). For this purpose, "Contribution Percentage" means the ratio (expressed
as a percentage) of the Participant's "Contribution Percentage Amounts" to the
Participant's 414(s) Compensation. The actual contribution ratio for each
Participant and the ACP for each group, shall be calculated to the nearest
one-hundredth of one percent of the Participant's 414(s) Compensation.

     (f)  "Contribution Percentage Amounts" means the sum of (i) nondeductible
(after-tax) voluntary Employee contributions, (ii) Employer "Matching
Contributions" made pursuant to Section 12.1(a)(2) (including Qualified Matching
Contributions to the extent such Qualified Matching Contributions are not
used to satisfy the tests set forth in Section 12.4), (iii) Excess Contributions
recharacterized as nondeductible (after-tax) voluntary Employee contributions
pursuant to Section 12.5, (iv) Qualified Non-Elective Contributions (to the
extent not used to satisfy the tests set forth in Section 12.4) and Participant
Matched Contributions. However, "Contribution Percentage Amounts" shall not
include "Matching Contributions" that are forfeited either to correct Excess
Aggregate Contributions or due to Code Section 401(a)(4) and the Regulations
thereunder because the contributions to which they relate are Excess Deferrals,
Excess Contributions, or Excess Aggregate Contributions. In addition,
"Contribution Percentage Amounts" may include Elective Deferrals provided the
ADP test in Section 12.4 is met before the Elective Deferrals are used in the
ACP test and continues to be met following the exclusion of those Elective
Deferrals that are used to meet the ACP test.

     (g)  For purposes of determining the ACP and the amount of Excess Aggregate
Contributions pursuant to Section 12.7, only Employer "Matching Contributions"
(excluding "Matching Contributions" forfeited or distributed pursuant to Section
12.2(e), 12.5(b), or 12.7(b)) and Participant Matched Contributions contributed
to the Plan prior to the end of the succeeding Plan Year shall be considered. In
addition, the Administrator may elect to take into account, with respect to
Employees eligible to have Employer "Matching Contributions" made pursuant to
Section 12.1(b) or nondeductible (after-tax) voluntary Employee contributions
made pursuant to Section 4.8 allocated to their accounts, elective deferrals (as
defined in Regulation 1.402(g)-1(b)), qualified non-elective contributions (as
defined in Code Section 401(m)(4)(C)) and Participant Matched Contributions
contributed to any plan maintained by the Employer.

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                                       63
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                                                       DEFINED CONTRIBUTION PLAN

     Such elective deferrals and qualified non-elective contributions shall be
     treated as Employer matching contributions subject to Regulation
     1.401(m)-1(b)(2) which is incorporated herein by reference. The Plan Year
     must be the same as the plan year of the plan to which the elective
     deferrals and the qualified non-elective contributions are made.

          (h) In the event that this Plan satisfies the requirements of Code
     Sections 401(a)(4), 401(m), or 410(b) only if aggregated with one or more
     other plans, or if one or more other plans satisfy the requirements of such
     sections of the Code only if aggregated with this Plan, then this Section
     shall be applied by determining the ACP of Employees as if all such plans
     were a single plan. Plans may be aggregated in order to satisfy Code
     section 401(m) only if they have the same Plan Year.

               Any adjustments to the NHCE ACP for the prior year will be made
     in accordance with IRS Notice 98-1 and any superseding guidance, unless the
     Employer has elected in the Adoption Agreement to use the Current Year
     Testing method. Plans may be aggregated in order to satisfy Code Section
     401(k) only if they have the same Plan Year and use the same ACP testing
     method.

          (i) For the purposes of this Section, if an HCE is a Participant under
     two (2) or more plans (other than an employee stock ownership plan as
     defined in Code Section 4975(e)(7)) which are maintained by the Employer or
     an Affiliated Employer to which "Matching Contributions," nondeductible
     (after-tax) voluntary Employee contributions, or Participant Matched
     Contributions, are made, all such contributions on behalf of such HCE shall
     be aggregated for purposes of determining such HCP's actual contribution
     ratio. However, if the plans have different plan years, this paragraph
     shall be applied by treating all plans ending with or within the same
     calendar year as a single plan.

          (j) For purposes of this Section and Section 12.7, a Highly
     Compensated Participant and a Non-Highly Compensated Participant shall
     include any Employee eligible to have "Matching Contributions" made
     pursuant to Section 12.1(a)(2) (whether or not a deferral election was made
     or suspended pursuant to Section 12.2(g)) allocated to such Participant's
     account for the Plan Year or to make salary deferrals pursuant to Section
     12.2 (if the Employer uses salary deferrals to satisfy the provisions of
     this Section) or after-tax voluntary Employee contributions pursuant to
     Section 4.8 (whether or not nondeductible voluntary Employee contributions
     are made) or Participant Matched Contributions allocated to the
     Participant's account for the Plan Year.

          (k) For purposes of this Section and Section 12.7, "Matching
     Contribution" means an Employer contribution made to the Plan, or to a
     contract described in Code Section 403(b), on behalf of a Participant on
     account of a nondeductible (after-tax) voluntary Employee contribution made
     by such Participant, Participant Matched Contributions or on account of a
     Participant's elective deferrals under a plan maintained by the Employer.

          (l) For purposes of determining the ACP and the amount of Excess
     Aggregate Contributions pursuant to Section 12.7, only Elective Deferrals,
     Qualified Non-Elective Contributions, "Matching Contributions" and
     Qualified Matching Contributions contributed to the Plan prior to the end
     of the twelve (12) month period immediately following the Plan Year to
     which the contributions relate shall be considered.

          (m) Notwithstanding anything in this Section to the contrary, the
     provisions of this Section and Section 12.7 may be applied separately (or
     will be applied separately to the extent required by Regulations) to each
     "plan" within the meaning of Regulation 1.401(k)-1(g)(11) and Regulation
     1.401(m). Furthermore, for Plan Years beginning after December 31, 1998,
     the provisions of Code Section 401(k)(3)(F) may be used to exclude from
     consideration all Non-Highly Compensated Employees who have not satisfied
     the minimum age and service requirements of Code Section 410(a)(1)(A).

12.7 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

          (a) In the event (or, with respect to subsection (g) below when the
     Prior Year Testing method is being used, if it is anticipated) that for
     Plan Years beginning after December 31, 1996, the Plan does not satisfy one
     of the tests set forth in Section 12.6, the Administrator shall adjust
     Excess Aggregate Contributions or the Employer shall make contributions
     pursuant to the options set forth below or any combination thereof.
     However, if the Prior Year testing method is being used and it is
     anticipated that the Plan might not satisfy one of such tests, then the
     Employer may make contributions pursuant to the options set forth in
     subsection (c) below.

          (b) On or before the fifteenth day of the third month following the
     end of the Plan Year, but in no event later than the close of the following
     Plan Year the Highly Compensated Participant having the largest allocation
     of "Contribution Percentage Amounts" shall have a portion of such
     "Contribution Percentage Amounts" (and "Income" allocable to such amounts)
     distributed or, if non-Vested, Forfeited (including "Income" allocable to
     such Forfeitures) until the total amount of Excess Aggregate Contributions
     has been distributed, or until the amount of the Participant's
     "Contribution Percentage Amounts" equals the "Contribution Percentage
     Amounts" of the Highly Compensated Participant having the next largest
     amount of "Contribution Percentage Amounts." This process shall continue
     until the total amount of Excess Aggregate Contributions has been
     distributed or forfeited. Any distribution and/or Forfeiture of
     "Contribution Percentage Amounts" shall be made in the following order:

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                                       64

<PAGE>
                                                       DEFINED CONTRIBUTION PLAN

     (1) Employer matching contributions distributed and/or forfeited pursuant
     to Section 12.5(b)(1);

     (2) After-tax voluntary Employee contributions including Excess
     Contributions recharacterized as after-tax voluntary Employee contributions
     pursuant to Section 12.5(b)(2);

     (3) Participant Matched Contributions;

     (4) Remaining Employer matching contributions.

     (c) Any distribution or Forfeiture of less than the entire amount of Excess
Aggregate Contributions (and "Income") shall be treated as a pro rata
distribution of Excess Aggregate Contributions and "Income." Distribution of
Excess Aggregate Contributions shall be designated by the Employer as a
distribution of Excess Aggregate Contributions (and "Income"). Forfeitures of
Excess Aggregate Contributions shall be treated in accordance with Section 4.3.
However, no such Forfeiture of Excess Aggregate Contributions may be allocated
to a Highly Compensated Participant whose contributions are reduced pursuant to
this Section.

     (d) For the purpose of this Section, "Income" means the income or losses
allocable to Excess Aggregate Contributions, which amount shall be allocated at
the same time and in the same manner as income or losses are allocated. However,
"Income" for the period between the end of the Plan Year and the date of the
distribution (the "gap period") is not required to be distributed.

     (e) Excess Aggregate Contributions attributable to amounts other than
nondeductible voluntary Employee contributions, including forfeited matching
contributions, shall be treated as Employer contributions for purposes of Code
Sections 404 and 415 even if distributed from the Plan.

     (f) The determination of the amount of Excess Aggregate Contributions with
respect to any Plan Year shall be made after first determining the Excess
Contributions, if any, to be treated as nondeductible (after-tax) voluntary
Employee contributions due to recharacterization for the plan year of any other
qualified cash or deferred arrangement (as defined in Code Section 401(k))
maintained by the Employer that ends with or within the Plan Year or which are
treated as after-tax voluntary Employee contributions due to recharacterization
pursuant to Section 12.5.

     (g) Notwithstanding the above, within twelve (12) months after the end of
the Plan Year (or, if the Prior Year Testing method is used, within twelve (12)
months after the end of the prior Plan Year), the Employer may make a special
Qualified Non-Elective Contribution or Qualified Matching Contribution in
accordance with one of the following provisions which contribution shall be
allocated to the Qualified Non-Elective Contribution Account or Qualified
Matching Contribution Account of each Non-Highly Compensated eligible to share
in the allocation in accordance with such provision. The Employer shall provide
the Administrator with written notification of the amount of the contribution
being made and for which provision it is being made pursuant to.

     (1) A Qualified Non-Elective Contribution may be made on behalf of
     Non-Highly Compensated Participants in an amount sufficient to satisfy (or
     to prevent an anticipated failure of) one of the tests set forth in Section
     12.6. Such contribution shall be allocated in the same proportion that each
     Non-Highly Compensated Participant's 414(s) Compensation for the year (or
     prior year if the Prior Year Testing method is being used) bears to the
     total 414(s) Compensation of all Non-Highly Compensated Participants for
     such year.

     (2) A Qualified Non-Elective Contribution may be made on behalf of
     Non-Highly Compensated Participants in an amount sufficient to satisfy (or
     to prevent an anticipated failure of) one of the tests set forth in Section
     12.6. Such contribution shall be allocated in the same proportion that each
     Non-Highly Compensated Participant's 414(s) Compensation for the year (or
     prior year if the Prior Year Testing method is being used) bears to the
     total 414(s) Compensation of all Non-Highly Compensated Participants for
     such year. However, for purposes of this contribution, Non-Highly
     Compensated Participants who are not employed at the end of the Plan Year
     (or at the end of the prior Plan Year if the Prior Year Testing method is
     being used) shall not be eligible to share in the allocation and shall be
     disregarded.

     (3) A Qualified Non-Elective Contribution may be made on behalf of
     Non-Highly Compensated Participants in an amount sufficient to satisfy (or
     to prevent an anticipated failure of) one of the tests set forth in Section
     12.6. Such contribution shall be allocated in equal amounts (per capita).

     (4) A Qualified Non-Elective Contribution may be made on behalf of
     Non-Highly Compensated Participants in an amount sufficient to satisfy (or
     to prevent an anticipated failure of) one of the tests set forth in Section
     12.6. Such contribution shall be allocated in equal amounts (per capita).
     However, for purposes of this contribution, Non-Highly Compensated
     Participants who are not employed at the end of the Plan Year

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                                       65



<PAGE>
                                                   DEFINED CONTRIBUTION PLAN

(or at the end of the prior Plan Year if the Prior Year Testing method is being
used) shall not be eligible to share in the allocation and shall be disregarded.

(5)  A Qualified Non-Elective Contribution may be made on behalf of Non-Highly
Compensated Participants in an amount sufficient to satisfy (or to prevent an
anticipated failure of) one of the tests set forth in Section 12.6. Such
contribution shall be allocated to the Qualified Non-Elective Contribution
Account of the Non-Highly Compensated Participant having the lowest 414(s)
Compensation, until one of the tests set forth in Section 12.6 is satisfied (or
is anticipated to be satisfied), or until such Non-Highly Compensated
Participant has received the maximum "Annual Addition" pursuant to Section 4.4.
This process shall continue until one of the tests set forth in Section 12.6 is
satisfied (or is anticipated to be satisfied).

(6)  A Qualified Non-Elective Contribution may be made on behalf of Non-Highly
Compensated Participants in an amount sufficient to satisfy (or to prevent an
anticipated failure of) one of the tests set forth in Section 12.6. Such
contribution shall be allocated to the Qualified Non-Elective Contribution
Account of the Non-Highly Compensated Participant having the lowest 414(s)
Compensation, until one of the tests set forth in Section 12.6 is satisfied (or
is anticipated to be satisfied), or until such Non-Highly Compensated
Participant has received the maximum "Annual Addition" pursuant to Section 4.4.
This process shall continue until one of the tests set forth in Section 12.6 is
satisfied (or is anticipated to be satisfied). However, for purposes of this
contribution, Non-Highly Compensated Employees who are not employed at the end
of the Plan Year (or at the end of the prior Plan Year if the Prior Year
Testing method is being used) shall not be eligible to share in the allocation
and shall be disregarded.

(7)  A "Matching Contribution" may be made on behalf of Non-Highly Compensated
Participants in an amount sufficient to satisfy (or to prevent an anticipated
failure of) one of the tests set forth in Section 12.6. Such contribution shall
be allocated on behalf of each Non-Highly Compensated Participant in the same
proportion that each Non-Highly Compensated Participant's Elective Deferrals
for the year bears to the total Elective Deferrals of all Non-Highly Compensated
Participants. The Employer shall designate, at the time the contribution is
made, whether the contribution made pursuant to this provision shall be a
Qualified Matching Contribution allocated to a Participant's Qualified Matching
Contribution Account or an Employer Non-Elective Contribution allocated to a
Participant's Non-Elective Account.

(8)  A "Matching Contribution" may be made on behalf of Non-Highly Compensated
Participants in an amount sufficient to satisfy (or to prevent an anticipated
failure of) one of the tests set forth in Section 12.6. Such contribution shall
be allocated on behalf of each Non-Highly Compensated Participant in the same
proportion that each Non-Highly Compensated Participant's Elective Deferrals
for the year bears to the total Elective Deferrals of all Non-Highly Compensated
Participants. The Employer shall designate, at the time the contribution is
made, whether the contribution made pursuant to this provision shall be a
Qualified Matching Contribution allocated to a Participant's Qualified Matching
Contribution Account or an Employer Non-Elective Contribution allocated to a
Participant's Non-Elective Account. However, for purposes of this contribution,
Non-Highly Compensated Participants who are not employed at the end of the Plan
Year (or at the end of the prior Plan Year if the Prior Year Testing method is
being used) shall not be eligible to share in the allocation and shall be
disregarded.

(9)  A "Matching Contribution" may be made on behalf of Non-Highly Compensated
Participants in an amount sufficient to satisfy (or to prevent an anticipated
failure of) one of the tests set forth in Section 12.4. Such contribution shall
be allocated on behalf of the Non-Highly Compensated Participant having the
lowest Elective Deferrals until one of the tests set forth in Section 12.4 is
satisfied (or is anticipated to be satisfied), or until such Non-Highly
Compensated Participant has received the maximum "Annual Addition" pursuant to
Section 4.4. This process shall continue until one of the tests set forth in
Section 12.4 is satisfied (or is anticipated to be satisfied). The Employer
shall designate, at the time the contribution is made, whether the contribution
made pursuant to this provision shall be a Qualified Matching Contribution
allocated to a Participant's Qualified Matching Contribution Account or an
Employer Non-Elective Contribution allocated to a Participant's Non-Elective
Account.

(10) A "Matching Contribution" may be made on behalf of Non-Highly Compensated
Participants in an amount sufficient to satisfy (or to prevent an anticipated
failure of) one of the tests set forth in Section 12.4. Such contribution shall
be allocated on behalf of the Non-Highly Compensated Participant having the
lowest Elective Deferrals until one of the tests set forth in Section 12.4 is
satisfied (or is anticipated to be satisfied), or until such Non-Highly
Compensated Participant has received the maximum "Annual Addition" pursuant to
Section 4.4. This process shall continue until one of the tests set forth in
Section 12.4 is satisfied (or is anticipated to be satisfied). The Employer
shall designate, at the time the contribution is made, whether the contribution
made pursuant to this provision shall be a Qualified Matching Contribution
allocated to a Participant's Qualified Matching Contribution Account or an
Employer Non-Elective Contribution allocated to a Participant's Non-Elective
Account. However, for purposes of this contribution, Non-Highly Compensated
Participants who are not employed at the end of the Plan Year (or at the end of
the prior Plan

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                                    66
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                                                       DEFINED CONTRIBUTION PLAN

          Year if the Prior Year Testing method is being used) shall not be
          eligible to share in the allocation and shall be disregarded.

          (h)  Any Excess Aggregate Contributions (and "Income") which are
     distributed on or after 2 1/2 months after the end of the Plan Year shall
     be subject to the ten percent (10%) Employer excise tax imposed by Code
     Section 4979.

12.8 SAFE HARBOR PROVISIONS

          (a)  The provisions of this Section will apply if the Employer has
     elected, in the Adoption Agreement, to use the "ADP Test Safe Harbor" or
     "ACP Test Safe Harbor." If the Employer has elected to use the "ADP Test
     Safe Harbor" for a Plan Year, then the provisions relating to the ADP test
     described in Section 12.4 and in Code Section 401(k)(3) do not apply for
     such Plan Year. In addition, if the Employer has also elected to use the
     "ACP Test Safe Harbor" for a Plan Year, then the provisions relating to the
     ACP test described in Section 12.6 and in Code Section 401(m)(2) do not
     apply for such Plan Year. Furthermore, to the extent any other provision of
     the Plan is inconsistent with the provisions of this Section, the
     provisions of this Section will govern.

          (b)  For purposes of this Section, the following definitions apply:

          (1)  "ACP Test Safe Harbor" means the method described in subsection
          (c) below for satisfying the ACP test of Code Section 401(m)(2).

          (2)  "ACP Test Safe Harbor Matching Contributions" means "Matching
          Contributions" described in subsection (d)(1).

          (3)  "ADP Test Safe Harbor" means the method described in subsection
          (c) for satisfying the ADP test of Code Section 401(k)(3).

          (4)  "ADP Test Safe Harbor Contributions" means "Matching
          Contributions" and nonelective contributions described in subsection
          (c)(1) below.

          (5)  "Compensation" means Compensation as defined in Section 1.11,
          except, for purposes of this Section, no dollar limit, other than the
          limit imposed by Code Section 401(a)(17), applies to the Compensation
          of a Non-Highly Compensated Employee. However, solely for purposes of
          determining the Compensation subject to a Participant's deferral
          election, the Employer may use an alternative definition to the one
          described in the preceding sentence, provided such alternative
          definition is a reasonable definition within the meaning of Regulation
          1.414(s)-1(d)(2) and permits each Participant to elect sufficient
          Elective Deferrals to receive the maximum amount of "Matching
          Contributions" (determined using the definition of Compensation
          described in the preceding sentence) available to the Participant
          under the Plan.

          (6)  "Eligible Participant" means a Participant who is eligible to
          make Elective Deferrals under the Plan for any part of the Plan Year
          (or who would be eligible to make Elective Deferrals but for a
          suspension due to a hardship distribution described in Section 12.9 or
          to statutory limitations, such as Code Sections 402(g) and 415) and
          who is not excluded as an "Eligible Participant" under the 401(k) Safe
          Harbor elections in the Adoption Agreement.

          (7)  "Matching Contributions" means contributions made by the Employer
          on account of an "Eligible Participant's" Elective Deferrals.

          (c)  The provisions of this subsection apply for purposes of
     satisfying the "ADP Test Safe Harbor."

          (1)  The "ADP Test Safe Harbor Contribution" is the contribution
          elected by the Employer in the Adoption Agreement to be used to
          satisfy the "ADP Test Safe Harbor." However, if no contribution is
          elected in the Adoption Agreement, the Employer will contribute to the
          Plan for the Plan Year a "Basic Matching Contribution" on behalf of
          each "Eligible Employee." The "Basic Matching Contribution" is equal
          to (i) one-hundred percent (100%) of the amount of an "Eligible
          Participant's" Elective Deferrals that do not exceed three percent
          (3%) of the Participant's "Compensation" for the Plan Year, plus (ii)
          fifty percent (50%) of the amount of the Participant's Elective
          Deferrals that exceed three percent (3%) of the Participant's
          "Compensation" but do not exceed five percent (5%) of the
          Participant's "Compensation."

          (2)  Except as provided in subsection (e) below, for purposes of the
          Plan, a Basic Matching Contribution or an Enhanced Matching
          Contribution will be treated as a Qualified Matching Contribution and
          a Nonelective Safe Harbor Contribution will be treated as a Qualified
          Non-Elective Contribution. Accordingly, the "ADP Test Safe Harbor
          Contribution" will be fully Vested and subject to the distribution
          restrictions set forth in Section 12.2(c) (i.e., may generally not be
          distributed earlier than separation from

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            service, death, disability, an event described in Section 401(k)(1),
            or, in case of a profit sharing plan, the attainment of age
            59 1/2.). In addition, such contributions must satisfy the "ADP Test
            Safe Harbor" without regard to permitted disparity under Code
            Section 401(1).

            (3)    At least thirty (30) days, but not more than ninety (90)
            days, before the beginning of the Plan Year, the Employer will
            provide each "Eligible Participant" a comprehensive notice of the
            Participant's rights and obligations under the Plan, written in a
            manner calculated to be understood by the average Participant.
            However, if an Employee becomes eligible after the 90th day before
            the beginning of the Plan Year and does not receive the notice for
            that reason, the notice must be provided no more than ninety (90)
            days before the Employee becomes eligible but not later than the
            date the Employee becomes eligible.

            (4)    In addition to any other election periods provided under the
            Plan, each "Eligible Participant" may make or modify a deferral
            election during the thirty (30) day period immediately following
            receipt of the notice described in subsection (3) above.
            Furthermore, if the "ADP Test Safe Harbor" is a "Matching
            Contribution" each "Eligible Employee" must be permitted to elect
            sufficient Elective Deferrals to receive the maximum amount of
            "Matching Contributions" available to the Participant under the
            Plan.

            (d)    The provisions of this subsection apply if the Employer has
        elected to satisfy the "ACP Test Safe Harbor."

            (1)    In addition to the "ADP Test Safe Harbor Contributions," the
            Employer will make any "Matching Contributions" in accordance with
            elections made in the Adoption Agreement.  Such additional "Matching
            Contributions" will be considered "ACP Test Safe Harbor Matching
            Contributions."

            (2)    Notwithstanding any election in the Adoption Agreement to the
            contrary, an "Eligible Participant's" Elective Deferrals in excess
            of six percent (6%) of "Compensation" may not be taken into account
            in applying "ACP Test Safe Harbor Matching Contributions."  In
            addition, effective with respect to Plan Years beginning after
            December 31, 1999, any portion of an "ACP Test Safe Harbor Matching
            Contribution" attributable to a discretionary "Matching
            Contribution" may not exceed four percent (4%) of an "Eligible
            Participant's" "Compensation."


            (e)    The Plan is required to satisfy the ACP test of Code Section
        401(m)(2), using the current year testing method, if the Plan permits
        after-tax voluntary Employee contributions or if matching contributions
        that do not satisfy the "ACP Test Safe Harbor" may be made to the Plan.
        In such event, only "ADP Test Safe Harbor Contributions" or "ACP Test
        Safe Harbor Contributions" that exceed the amount needed to satisfy the
        "ADP Test Harbor" or "ACP Test Safe Harbor" (if the Employer has elected
        to use the "ACP Test Safe Harbor") may be treated as Qualified
        Nonelective Contributions or Qualified Matching Contributions in
        applying the ACP test.  In addition, in applying the ACP test, elective
        contributions may not treated as matching contributions under Code
        Section 401(m)(3).  Furthermore, in applying the ACP test, the Employer
        may elect to disregard with respect to all "Eligible Participants" (1)
        all "Matching Contributions" if the only "Matching Contributions" made
        to the Plan satisfy the "ADP Test Safe Harbor Contribution" (the "Basic
        Matching Contribution" or the "Enhanced Matching Contribution") and (2)
        if the "ACP Test Safe Harbor" is satisfied, "Matching Contributions"
        that do not exceed four percent (4%) of each Participant's
        "Compensation."


12.9    ADVANCE DISTRIBUTION FOR HARDSHIP

            (a)    The Administrator, at the election of a Participant, shall
        distribute to the Participant in any one Plan Year up to the lesser of
        (1) 100% of the accounts as elected in the Adoption Agreement valued as
        of the last Valuation Date or (2) the amount necessary to satisfy the
        immediate and heavy financial need of the Participant.  Any distribution
        made pursuant to this Section shall be deemed to be made as of the first
        day of the Plan Year or, if later, the Valuation Date immediately
        preceding the date of distribution, and the account from which the
        distribution is made shall be reduced accordingly. Withdrawal under this
        Section shall be authorized only if the distribution is for one of the
        following or any other item permitted under Regulation
        1.401(k)-1(d)(2)(iv):


            (1)    Medical expenses described in Code Section 213(d) incurred by
            the Participant, the Participant's spouse, or any of the
            Participant's dependents (as defined in Code Section 152) or
            necessary for these persons to obtain medical care as described in
            Code Section 213(d);

            (2)    Costs directly related to the purchase (excluding mortgage
            payments) of a principal residence for the Participant;

            (3)    Payment of tuition and related educational fees, and room
            and board expenses, for the next twelve (12) months of
            post-secondary education for the Participant, the Participant's
            spouse, children, or dependents (as defined in Code Section 152); or


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                                                       DEFINED CONTRIBUTION PLAN

     (4) Payments necessary to prevent the eviction of the Participant from the
     Participant's principal residence or foreclosure on the mortgage on that
     residence.

     (b) No distribution shall be made pursuant to this Section unless the
Administrator, based upon the Participant's representation and such other facts
as are known to the Administrator, determines that all of the following
conditions are satisfied:

     (1) The distribution is not in excess of the amount of the immediate and
     heavy financial need of the Participant (including any amounts necessary to
     pay any federal, state, or local taxes or penalties reasonably anticipated
     to result from the distribution);

     (2) The Participant has obtained all distributions, other than hardship
     distributions, and all nontaxable loans currently available under all plans
     maintained by the Employer (to the extent the loan would not increase the
     hardship);

     (3) The Plan, and all other plans maintained by the Employer, provide that
     the Participant's elective deferrals and nondeductible (after-tax)
     voluntary Employee contributions will be suspended for at least twelve (12)
     months after receipt of the hardship distribution; and

     (4) The Plan, and all other plans maintained by the Employer, provide that
     the Participant may not make elective deferrals for the Participant's
     taxable year immediately following the taxable year of the hardship
     distribution in excess of the applicable limit under Code Section 402(g)
     for such next taxable year less the amount of such Participant's elective
     deferrals for the taxable year of the hardship distribution.

     (c) Notwithstanding the above, distributions from the Participant's
Elective Deferral Account, Qualified Matching Contribution Account and Qualified
Non-Elective Account pursuant to this Section shall be limited solely to the
Participant's Elective Deferrals and any income attributable thereto credited to
the Participant's Elective Deferral Account as of December 31, 1988.
Furthermore, if a hardship distribution is permitted from more than one account
type, the Administrator may determine any ordering of a Participant's hardship
distribution from such accounts.

     (d) Any distribution made pursuant to this Section shall be made in a
manner which is consistent with and satisfies the provisions of Section 6.5,
including, but not limited to, all notice and consent requirements of Code
Sections 411(a)(11) and 417 and the Regulations thereunder.


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