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                                                                     Exhibit 4.3


                              INVESCO TRUST COMPANY


                              DEFINED CONTRIBUTION
                                   MASTER PLAN
                               AND TRUST AGREEMENT



                             Basic Plan Document #01



                                  Provided by:

                        INVESCO RETIREMENT PLAN SERVICES,
                     a division of INVESCO Funds Group, Inc.
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                                TABLE OF CONTENTS


                                                                            PAGE

ARTICLE I - DEFINITIONS .....................................................  1
         1.01     EMPLOYER ..................................................  1
         1.02     TRUSTEE ...................................................  1
         1.03     PLAN ......................................................  1
         1.04     ADOPTION AGREEMENT.........................................  1
         1.05     PLAN ADMINISTRATOR ........................................  1
         1.06     ADVISORY COMMITTEE ........................................  1
         1.07     EMPLOYEE ..................................................  1
         1.08     SELF-EMPLOYED INDIVIDUAL/OWNER - EMPLOYEE..................  1
         1.09     HIGHLY COMPENSATED EMPLOYEE ...............................  1
         1.10     PARTICIPANT ...............................................  2
         1.11     BENEFICIARY ...............................................  2
         1.12     COMPENSATION ..............................................  2
                  (A)  Limitations on Compensation...........................  2
                  (B)  Nondiscrimination ....................................  3
         1.13     EARNED INCOME .............................................  3
         1.14     ACCOUNT ...................................................  3
         1.15     ACCRUED BENEFIT ...........................................  3
         1.16     NONFORFEITABLE ............................................  3
         1.17     PLAN YEAR .................................................  3
         1.18     EFFECTIVE DATE ............................................  3
         1.19     PLAN ENTRY DATE ...........................................  3
         1.20     ACCOUNTING DATE ...........................................  3
         1.21     TRUST .....................................................  3
         1.22     TRUST FUND ................................................  3
         1.23     NONTRANSFERABLE ANNUITY....................................  3
         1.24     ERISA .....................................................  3
         1.25     CODE ......................................................  3
         1.26     SERVICE ...................................................  3
         1.27     HOUR OF SERVICE ...........................................  4
                  (A)  Method of crediting Hours of Service..................  4
                  (B)  Maternity/paternity leave.............................  4
         1.28     DISABILITY ................................................  4
         1.29     SERVICE FOR PREDECESSOR EMPLOYER...........................  4
         1.30     RELATED EMPLOYERS .........................................  4
         1.31     LEASED EMPLOYEES ..........................................  5
                  (A)  Safe harbor plan exception............................  5
                  (B)  Other requirements....................................  5
         1.32     SPECIAL RULES FOR OWNERS - EMPLOYEES.......................  5
         1.33     DETERMINATION OF TOP HEAVY STATUS .........................  5
                  (A)  Standardized Plan.....................................  6
                  (B)  Definitions...........................................  6
         1.34     PAIRED PLANS ..............................................  6

ARTICLE II - EMPLOYEE PARTICIPANTS ..........................................  7
         2.01     ELIGIBILITY ...............................................  7
         2.02     YEAR OF SERVICE - PARTICIPATION............................  7
         2.03     BREAK IN SERVICE - PARTICIPATION...........................  7
                  (A)  2-year Eligibility....................................  7
                  (B)  Suspension of Years of Service........................  7
         2.04     PARTICIPATION UPON RE-EMPLOYMENT...........................  7
         2.05     CHANGE IN EMPLOYEE STATUS..................................  7



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         2.06     ELECTION NOT TO PARTICIPATE................................  7

ARTICLE III - EMPLOYER CONTRIBUTIONS AND FORFEITURES.........................  8
PART 1.  AMOUNT OF EMPLOYER CONTRIBUTIONS AND PLAN ALLOCATIONS...............  8
         3.01     AMOUNT ....................................................  8
         3.02     DETERMINATION OF CONTRIBUTION .............................  8
         3.03     TIME OF PAYMENT OF CONTRIBUTION............................  8
         3.04     CONTRIBUTION ALLOCATION....................................  8
                  (A)  Method of Allocation..................................  8
                  (B)  Top Heavy Minimum Allocation .........................  8
                       (1)  Top Heavy Minimum Allocation Under
                            Standardized Plan................................  8
                       (2)  Top Heavy Minimum Allocation Under
                            Nonstandardized Plan.............................  9
                       (3)  Special Election for Standardized Code
                            Section 401(k) Plan..............................  9
                       (4)  Special Definitions..............................  9
                       (5)  Determining Contribution Rates ..................  9
                       (6)  No Allocations ..................................  9
                       (7)  Election of Method ..............................  9
         3.05     FORFEITURE ALLOCATION .....................................  9
         3.06     ACCRUAL OF BENEFIT.........................................  9
                  (A)  Compensation Taken Into Account ...................... 10
                  (B)  Hours of Service Requirement.......................... 10
                  (C)  Employment Requirement ............................... 10
                  (D)  Other Requirements ................................... 10
                  (E)  Suspension of Accrual Requirements Under
                       Nonstandardized Plan ................................. 10

PART 2.  LIMITATIONS ON ALLOCATIONS ......................................... 10
         3.07     MAXIMUM PERMISSIBLE AMOUNT................................. 10
         3.08     ESTIMATED DETERMINATION BY ADVISORY COMMITTEE ............. 11
         3.09     ACTUAL DETERMINATION BY ADVISORY COMMITTEE ................ 11
         3.10     EXCESS AMOUNT ............................................. 11
         3.11     EXCESS AMOUNT FOR PARTICIPANTS OF MORE THAN I PLAN......... 11
         3.12     ESTIMATED DETERMINATION BY ADVISORY COMMITTEE ............. 11
         3.13     ACTUAL DETERMINATION....................................... 11
         3.14     PLUS FORFEITURES .......................................... 11
         3.15     ALLOCATIONS DATES OF ALL PLANS............................. 12
         3.16     DISPOSE OF EXCESS AMOUNTS ................................. 12
         3.17     SPECIAL ALLOCATION LIMITATION.............................. 12
         3.18     DEFINED BENEFIT PLAN LIMITATION ........................... 12
         3.19     DEFINITIONS - ARTICLE III.................................. 12

ARTICLE IV - PARTICIPANT CONTRIBUTIONS ...................................... 13
         4.01     PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS ................... 13
         4.02     PARTICIPANT DEDUCTIBLE CONTRIBUTIONS ...................... 14
         4.03     PARTICIPANT ROLLOVER CONTRIBUTIONS ........................ 14
         4.04     PARTICIPANT CONTRIBUTION - FORFEITABILITY ................. 14
         4.05     PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION ........ 14
         4.06     PARTICIPANT CONTRIBUTION - ACCRUED BENEFIT ................ 14

ARTICLE V - TERMINATION OF SERVICE - PARTICIPANT VESTING .................... 14
         5.01     NORMAL RETIREMENT AGE ..................................... 14
         5.02     PARTICIPANT DISABILITY OR DEATH ........................... 14
         5.03     VESTING SCHEDULE .......................................... 14
                  (A)  Election of Special Vesting Formula .................. 15



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         5.04     CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED
                  PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT ..... 15
                  (A)  Restoration and Conditions upon Restoration .......... 15
                  (B)  Time and Method of Restoration ....................... 15
                  (C)  0% Vested Participant ................................ 15
         5.05     SEGREGATED ACCOUNT FOR REPAID AMOUNT ...................... 16
         5.06     YEAR OF SERVICE - VESTING ................................. 16
         5.07     BREAK IN SERVICE - VESTING ................................ 16
         5.08     INCLUDED YEARS OF SERVICE - VESTING ....................... 16
         5.09     FORFEITURE OCCURS ......................................... 16

ARTICLE VI - TIME AND METHOD OF PAYMENT OF BENEFITS ......................... 16
         6.01     TIME OF PAYMENT OF ACCRUED BENEFIT ........................ 16
                  (A)  Separation from Service for a Reason Other
                       than Death............................................ 16
                       (1)  Participant's Nonforfeitable Accrued Benefit
                            Not Exceeding $3,500 ............................ 16
                       (2)  Participant's Nonforfeitable Accrued Benefit
                            Exceeds $3,500................................... 16
                       (3)  Disability ...................................... 17
                       (4)  Hardship ........................................ 17
                  (B)  Required Beginning Date .............................. 17
                  (C)  Death of the Participant.............................. 17
                       (1)  Deemed Participant's Nonforfeitable Accrued
                            Benefit Does Not Exceed $3.500................... 17
                       (2)  Deceased Participant's Nonforfeitable Accrued
                            Benefit Exceeds $3,500.43 ....................... 17
         6.02     METHOD OF PAYMENT OF ACCRUED BENEFIT ...................... 17
                  (A)  Minimum Distribution Requirements for Participants ... 18
                  (B)  Minimum Distribution Requirements for Beneficiaries .. 18
         6.03     BENEFIT PAYMENT ELECTIONS ................................. 19
                  (A)  Participant Elections After Separation from Service .. 19
                  (B)  Participant Elections Prior to Separation
                       from Service ......................................... 19
                  (C)  Death Benefit Elections .............................. 19
                  (D)  Transitional Elections ............................... 19
         6.04     ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND
                  SURVIVING SPOUSES ......................................... 19
                  (A)  Joint and Survivor Annuity ........................... 19
                  (B)  Preretirement Survivor Annuity ....................... 20
                  (C)  Surviving Spouse Elections ........................... 20
                  (D)  Special Rules ........................................ 20
                  (E)  Profit Sharing Plan Election ......................... 20
         6.05     WAIVER ELECTION-QUALIFIED JOINT AND SURVIVOR ANNUITY ...... 20
         6.06     WAIVER ELECTION-PRERETIREMENT SURVIVOR ANNUITY............. 21
         6.07     DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS ............. 21

ARTICLE VII - EMPLOYER ADMINISTRATIVE PROVISIONS ............................ 22
         7.01     INFORMATION TO COMMITTEE .................................. 22
         7.02     NO LIABILITY .............................................. 22
         7.03     INDEMNITY OF CERTAIN FIDUCIARIES .......................... 22
         7.04     EMPLOYER DIRECTION OF INVESTMENT .......................... 22
         7.05     AMENDMENT TO VESTING SCHEDULE ............................. 22

ARTICLE VIII - PARTICIPANT ADMINISTRATIVE PROVISIONS ........................ 23
         8.01     BENEFICIARY DESIGNATION ................................... 23



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                  (A)  Coordination with survivor requirements .............. 23
                  (B)  Profit sharing plan exception......................... 23
         8.02     NO BENEFICIARY DESIGNATION/DEATH OF BENEFICIARY............ 23
         8.03     PERSONAL DATA TO COMMITTEE ................................ 23
         8.04     ADDRESS FOR NOTIFICATION................................... 23
         8.05     ASSIGNMENT OR ALIENATION .................................. 23
         8.06     NOTICE OF CHANGE IN TERMS ................................. 23
         8.07     LITIGATION AGAINST THE TRUST .............................. 23
         8.08     INFORMATION AVAILABLE ..................................... 23
         8.09     APPEAL PROCEDURE FOR DENIAL OF BENEFITS ................... 24
         8.10     PARTICIPANT DIRECTION OF INVESTMENT ....................... 24

ARTICLE IX - ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANT'S ACCOUNTS ...................................................... 24
         9.01     MEMBERS' COMPENSATION, EXPENSES ........................... 24
         9.02     TERM ...................................................... 24
         9.03     POWERS .................................................... 24
         9.04     GENERAL ................................................... 24
                  (A)  Loan Policy .......................................... 25
         9.05     FUNDING POLICY ............................................ 25
         9.06     MANNER OF ACTION .......................................... 25
         9.07     AUTHORIZED REPRESENTATIVE ................................. 25
         9.08     INTERESTED MEMBER ......................................... 25
         9.09     INDIVIDUAL ACCOUNTS ....................................... 25
         9.10     VALUE OF PARTICIPANT'S ACCRUED BENEFIT .................... 25
         9.11     ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS .... 26
                  (A)  Trust Fund Accounts .................................. 26
                  (B)  Segregated Investment Accounts........................ 26
                  (C)  Additional Rules ..................................... 26
         9.12     INDIVIDUAL STATEMENT ...................................... 26
         9.13     ACCOUNT CHARGED ........................................... 26
         9.14     UNCLAIMED ACCOUNT PROCEDURE ............................... 26

ARTICLE X - TRUSTEE AND CUSTODIAN, POWERS AND DUTIES......................... 27
         10.01    ACCEPTANCE ................................................ 27
         10.02    RECEIPT OF CONTRIBUTIONS .................................. 27
         10.03    INVESTMENT POWERS ......................................... 27
                  (A)  Discretionary Trustee Designation .................... 27
                  (B)  Nondiscretionary Trustee Designation/Appointment
                       of Custodian ......................................... 28
                  (C)  Limitation of Powers of Certain Custodians ........... 29
                  (D)  Named Fiduciary/Limitation of Liability of
                       Nondiscretionary Trustee or Custodian................. 29
                  (E)  Participant Loans .................................... 29
                  (F)  Investment in qualifying Employer securities
                       and qualifying Employer real property................. 29
         10.04    RECORDS AND STATEMENTS .................................... 29
         10.05    FEES AND EXPENSES FROM FUND ............................... 30
         10.06    PARTIES TO LITIGATION...................................... 30
         10.07    PROFESSIONAL AGENTS........................................ 30
         10.08    DISTRIBUTION OF CASH OR PROPERTY .......................... 30
         10.09    DISTRIBUTION DIRECTIONS ................................... 30
         10.10    THIRD PARTY/MULTIPLE TRUSTEES.............................. 30
         10.11    RESIGNATION ............................................... 30
         10.12    REMOVAL ................................................... 30
         10.13    INTERIM DUTIES AND SUCCESSOR TRUSTEE ...................... 30



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         10.14    VALUATION OF TRUST......................................... 30
         10.15    LIMITATION ON LIABILITY - IF INVESTMENT MANAGER,
                  ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY
                  APPOINTED ................................................. 30
         10.16    INVESTMENT IN GROUP TRUST FUND............................. 31
         10.17    APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT
                  FIDUCIARY ................................................. 31

ARTICLE XI - PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY ......... 31
         11.01    INSURANCE BENEFIT ......................................... 31
                  (A)  Incidental insurance benefits......................... 32
                  (B)  Exception for certain profit sharing plans ........... 32
         11.02    LIMITATION ON LIFE INSURANCE PROTECTION ................... 32
         11.03    DEFINITIONS ............................................... 32
         11.04    DIVIDEND PLAN ............................................. 32
         11.05    INSURANCE COMPANY NOT A PARTY TO AGREEMENT ................ 33
         11.06    INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACTIONS ... 33
         11.07    INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE ......... 33
         11.08    ACQUITTANCE ..... ......................................... 33
         11.09    DUTIES OF INSURANCE COMPANY................................ 33

ARTICLE XII - MISCELLANEOUS ................................................. 33
         12.01    EVIDENCE .................................................. 33
         12.02    NO RESPONSIBILITY FOR EMPLOYER ACTION ..................... 33
         12.03    FIDUCIARIES NOT INSURERS .................................. 33
         12.04    WAIVER OF NOTICE .......................................... 33
         12.05    SUCCESSORS ................................................ 33
         12.06    WORD USAGE ................................................ 33
         12.07    STATE LAW ................................................. 33
         12.08    EMPLOYER'S RIGHT TO PARTICIPATE ........................... 33
         12.09    EMPLOYMENT NOT GUARANTEED ................................. 33

ARTICLE XIII - EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION .................... 34
         13.01    EXCLUSIVE BENEFIT ......................................... 34
         13.02    AMENDMENT BY EMPLOYER ..................................... 34
                  (A)  Code Section 411(d)(6) protected benefits ............ 34
         13.03    AMENDMENT BY MASTER PLAN SPONSOR .......................... 34
         13.04    DISCONTINUANCE ............................................ 34
         13.05    FULL VESTING ON TERMINATION................................ 34
         13.06    MERGER/DIRECT TRANSFER..................................... 34
                  (A)  Elective transfers ................................... 35
                  (B)  Distribution restrictions under Code Section 401(k)... 35
         13.07    TERMINATION ............................................... 35
                  (A)  Procedure ............................................ 35
                  (B)  Distribution restrictions under Code Section 401(k)... 35

ARTICLE XIV - CODE SECTION 401(k) AND CODE SECTION 401(m) ARRANGEMENTS....... 36
         14.01    APPLICATION ............................................... 36
         14.02    CODE SECTION 401(k) ARRANGEMENT ........................... 36
                  (A)  Salary Reduction Arrangement ......................... 36
                  (B)  Cash or Deferred Arrangement ......................... 36
                  (C)  Election Not to Participate .......................... 36
         14.03    DEFINITIONS ............................................... 36



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         14.04    MATCHING CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS.............. 37
                  (A)  Mandatory Contributions .............................. 37
         14.05    TIME OF PAYMENT OF CONTRIBUTIONS .......................... 37
         14.06    SPECIAL ALLOCATIONS PROVISIONS - DEFERRAL
                  CONTRIBUTIONS, MATCHING CONTRIBUTIONS AND
                  QUALIFIED NONELECTIVE CONTRIBUTIONS ....................... 38
                  (A)  Deferral Contributions................................ 38
                  (B)  Matching Contributions ............................... 38
                  (C)  Qualified Nonelective Contributions .................. 38
                  (D)  Nonelective Contributions ............................ 38
         14.07    ANNUAL ELECTIVE DEFERRAL LIMITATION ....................... 38
                  (A)  Annual Elective Deferral Limitation . ................ 38
                  (B)  Allocable Income ..................................... 39
         14.08    ANNUAL DEFERRAL PERCENTAGE "ADP" TEST ..................... 39
                  (A)  Calculation of ACP ................................... 39
                  (B)  Special Aggregation Rule for Highly
                       Compensated Employees ................................ 39
                  (C)  Aggregation of Certain Plans ......................... 39
                  (D)  Characterization of Excess Contributions ............. 40
                  (E)  Distribution of Excess Contributions.................. 40
                  (F)  Allocable Income ..................................... 40
         14.09    NONDISCRIMINATORY RULES FOR EMPLOYER MATCHING
                  CONTRIBUTIONS/PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS ..... 40
                  (A)  Calculation of ACP ................................... 40
                  (B)  Special Aggregation Rule for Highly
                       Compensated Employees ................................ 41
                  (C)  Aggregation of Certain Plans ......................... 41
                  (D)  Distribution of Excess Aggregate Contributions........ 41
                  (E)  Allocable Income...................................... 41
                  (F)  Characterization of Excess Aggregate Contributions.... 41
         14.10    MULTIPLE USE LIMITATION ................................... 41
         14.11    DISTRIBUTION RESTRICTIONS ................................. 42
                  (A)  Hardship Distributions from Deferral Contributions
                       Account............................................... 42
                       (1)  Definition of Hardship .......................... 42
                       (2)  Restrictions .................................... 42
                       (3)  Earnings ........................................ 42
                  (B)  Distributions After Separation of Service ............ 42
                  (C)  Correction of Annual Additions Limitation ............ 42
         14.12    SPECIAL ALLOCATION RULES .................................. 42

ARTICLE A - APPENDIX TO PLAN AND TRUST AGREEMENT............................. 43
         A-1.     APPLICATIONS .............................................. 43
         A-2.     DEFINITIONS ............................................... 43

ARTICLE B - APPENDIX TO BASIC PLAN DOCUMENT.................................. 43

ARTICLE C - APPENDIX TO BASIC PLAN DOCUMENT.................................. 43

ARTICLE D - APPENDIX TO BASIC PLAN DOCUMENT.................................. 44



                                       vi

<PAGE>

                              INVESCO TRUST COMPANY
                              DEFINED CONTRIBUTION
                         MASTER PLAN AND TRUST AGREEMENT

                            BASIC PLAN DOCUMENT # 01




   INVESCO Trust Company, Denver, Colorado, in its capacity as Master Plan
Sponsor, establishes this Master Plan intended to conform to and qualify under
ss.401 and ss.501 of the Internal Revenue Code of 1986, as amended. An Employer
establishes a Plan and Trust under this Master Plan by executing an Adoption
Agreement. If the Employer adopts this Plan as a restated Plan in substitution
for, and in amendment of, an existing plan, the provisions of this Plan, as a
restated Plan, apply solely to an Employee whose employment with the Employer
terminates on or after the restated Effective Date of the Employer's Plan. If an
Employee's employment with the Employer terminates prior to the restated
Effective Date, that Employee is entitled to benefits under the Plan as the Plan
existed on the date of the Employee's termination of employment.



                                    ARTICLE I

                                   DEFINITIONS



    1.01 "Employer" means each employer who adopts this Plan by executing an
Adoption Agreement.


  1.02 Trustee" means the person or persons who as Trustee execute the
Employer's Adoption Agreement, or any successor in office who in writing accepts
the position of Trustee. The Employer must designate in its Adoption Agreement
whether the Trustee will administer the Trust as a discretionary Trustee or as a
nondiscretionary Trustee. If a person acts as a discretionary Trustee, the
Employer also may appoint a Custodian. See Article X. If the Master Plan Sponsor
is a bank, savings and loan, credit union or similar financial institution, a
person other than the Master Plan Sponsor (or its affiliate) may not serve as
Trustee or as Custodian of the Employer's Plan without the written consent of
the Master Plan Sponsor.





   1.03 "Plan" means the retirement plan established or continued by the
Employer in the form of this Agreement, including the Adoption Agreement under
which the Employer has elected to participate in this Master Plan. The Employer
must designate the name of the Plan in its Adoption Agreement. An Employer may
execute more than one Adoption Agreement offered under this Master Plan, each of
which will constitute a separate Plan and Trust established or continued by that
Employer. The Plan and the Trust created by each adopting Employer is a separate
Plan and a separate Trust, independent from the plan and the trust of any other
employer adopting this Master Plan. All section references within the Plan are
Plan section references unless the context clearly indicates otherwise.





    1.04 "Adoption Agreement" means the document executed by each Employer
adopting this Master Plan. The terms of this Master Plan as modified by the
terms of an adopting Employer's Adoption Agreement constitute a separate Plan
and Trust to be construed as a single Agreement. Each elective provision of the
Adoption Agreement corresponds by section reference to the section of the Plan
which grants the election. Each Adoption Agreement offered under this Master
Plan is either a Nonstandardized Plan or a Standardized Plan, as identified in
the preamble to that Adoption Agreement. The provisions of this Master Plan
apply equally to Nonstandardized Plans and to Standardized Plans unless
otherwise specified.


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



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

  1.07 "Employee" means any employee (including a Self-Employed Individual) of
the Employer. The Employer must specify in its Adoption Agreement any Employee,
or class of Employees, not eligible to participate in the Plan. If the Employer
elects to exclude collective bargaining employees, the exclusion applies to any
employee of the Employer included in a unit of employees covered by an agreement
which the Secretary of Labor finds to be a collective bargaining agreement
between employee representatives and one or more employers unless the collective
bargaining agreement requires the employee to be included within the Plan. The
term "employee representatives" does not include any organization more than half
the members of which are owners, officers, or executives of the Employer.


  1.08 "Self-Employed Individual/Owner-Employee." "Self-Employed Individual"
means an individual who has Earned Income (or who would have had Earned Income
but for the fact that the trade or business did not have net earnings) for the
taxable year from the trade or business for which the Plan is established.
"Owner-Employee" means a Self-Employed Individual who is the sole proprietor in
the case of a sole proprietorship. If the Employer is a partnership,
"Owner-Employee" means a Self-Employed Individual who is a partner and owns more
than 10% of either the capital or profits interest of the partnership.





   1.09 "Highly Compensated Employee" means: an Employee who, during the Plan
Year or during the preceding 12-month period:

   (a) is a more than 5% owner of the Employer (applying the constructive
ownership rules of US Code ss.318, and applying the principles of US Code
ss.318, for an unincorporated entity);

   (b) has Compensation in excess of $75,000 (as adjusted by the Commissioner
       of Internal Revenue for the relevant year);

   (c) has Compensation in excess of $50,000 (as adjusted by the Commissioner
       of Internal Revenue for the relevant year) and is part of the top-paid
       20% group of employees (based on Compensation for the relevant year); or

   (d) has Compensation in excess of 50% of the dollar amount prescribed in US
       Code ss.415(b)(1)(A) (relating to defined benefit plans) and is an
       officer of the Employer.




                                       1
<PAGE>



   If the Employee satisfies the definition in clause (b), (c) or (d) in the
Plan Year but does not satisfy clause (b), (c) or (d) during the preceding
12-month period and does not satisfy clause (a) in either period, the Employee
is a Highly Compensated Employee only if he is one of the 100 most highly
compensated Employees for the Plan Year. The number of officers taken into
account under clause (d) will not exceed the greater of 3 or 10% of the total
number (after application of the US Code ss.414(q) exclusions) of Employees, but
no more than 50 officers. If no Employee satisfies the Compensation requirement
in clause (d) for the relevant year, the Advisory Committee will treat the
highest paid officer as satisfying clause (d) for that year.


   For purposes of this Section 1.09, "Compensation" means Compensation as
defined in Section 1.12, except any exclusions from Compensation elected in the
Employer's Adoption Agreement Section 1.12 do not apply, and Compensation must
include "elective contributions" (as defined in Section 1.12). The Advisory
Committee must make the determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of the top paid 20%
group, the top 100 paid Employees, the number of officers includible in clause
(d) and the relevant Compensation, consistent with US Code ss.414(q) and
regulations issued under that US Code section. The Employer may make a calendar
year election to determine the Highly Compensated Employees for the Plan Year,
as prescribed by Treasury regulations. A calendar year election must apply to
all plans and arrangements of the Employer. For purposes of applying any
nondiscrimination test required under the Plan or under the US Code, in a manner
consistent with applicable Treasury regulations, the Advisory Committee will
treat a Highly Compensated Employee and all family members (a spouse, a lineal
ascendant or descendant, or a spouse of a lineal ascendant or descendant) as a
single Highly Compensated Employee, but only if the Highly Compensated Employee
is a more than 5% owner or is one of the 10 Highly Compensated Employees with
the greatest Compensation for the Plan Year. This aggregation rule applies to a
family member even if that family member is a Highly Compensated Employee
without family aggregation.

   The term "Highly Compensated Employee" also includes any former Employee who
separated from Service (or has a deemed Separation from Service, as determined
under Treasury regulations) prior to the Plan Year, performs no Service for the
Employer during the Plan Year, and was a Highly Compensated Employee either for
the separation year or any Plan Year ending on or after his 55th birthday. If
the former Employee's Separation from Service occurred prior to January 1, 1987,
he is a Highly Compensated Employee only if he satisfied clause (a) of this
Section 1.09 or received Compensation in excess of $50,000 during: (1) the year
of his Separation from Service (or the prior year); or (2) any year ending after
his 54th birthday.


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


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


  1.12 "Compensation" means, except as provided in the Employer's Adoption
Agreement, the Participant's Earned Income, wages, salaries, fees for
professional service and other amounts received for personal services actually
rendered in the course of employment with the Employer maintaining the plan
(including, but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses). The Employer must elect in its Adoption Agreement
whether to include elective contributions in the definition of Compensation.
"Elective contributions" are amounts excludible from the Employee's gross income
under US Code ss.ss.125, 402(a)(8), 402(h) or 403(b), and contributed by the
Employer, at the Employee's election, to a US Code ss.401(k) arrangement, a
Simplified Employee Pension, cafeteria plan or tax-sheltered annuity. The term
"Compensation" does not include:



   (a) Employer contributions (other than "elective contributions," if
    includible in the definition of Compensation under Section 1.12 of the
    Employer's Adoption Agreement) to a plan of deferred compensation to the
    extent the contributions are not included in the gross income of the
    Employee for the taxable year in which contributed, on behalf of an Employee
    to a Simplified Employee Pension Plan to the extent such contributions are
    excludible from the Employee's gross income, and any distributions from a
    plan of deferred compensation, regardless of whether such amounts are
    includible in the gross income of the Employee when distributed.


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


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


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


    Any reference in this Plan to Compensation is a reference to the definition
in this Section 1.12, unless the Plan reference specifies a modification to this
definition. The Advisory Committee will take into account only Compensation
actually paid for the relevant period. A Compensation payment includes
Compensation by the Employer through another person under the common paymaster
provisions in US Code ss.ss.3121 and 3306.


    (A) LIMITATIONS ON COMPENSATION.










                                       2
<PAGE>

    (1) COMPENSATION DOLLAR LIMITATION. For any Plan Year beginning after
December 31, 1988, the Advisory Committee must take into account only the first
$200,000 (or beginning January 1, 1990, such larger amount as the Commissioner
of Internal Revenue may prescribe) of any Participant's Compensation. For any
Plan Year beginning prior to January 1, 1989, this $200,000 limitation (but not
the family aggregation requirement described in the next paragraph) applies only
if the Plan is top heavy for such Plan Year or operates as a deemed top heavy
plan for such Plan Year.


    (2) APPLICATION OF COMPENSATION LIMITATION TO CERTAIN FAMILY MEMBERS. The
$200,000 Compensation limitation applies to the combined Compensation of the
Employee and of any family member aggregated with the Employee under Section
1.09 who is either (i) the Employee's spouse; or (ii) the Employee's lineal
descendant under the age of 19. If, for a Plan Year, the combined Compensation
of the Employee and such family members who are Participants entitled to an
allocation for that Plan Year exceeds the $200,000 (or adjusted) limitation,
"Compensation" for each such Participant, for purposes of the contribution and
allocation provisions of Article III, means his Adjusted Compensation. Adjusted
Compensation is the amount which bears the same ratio to the $200,000 (or
adjusted) limitation as the affected Participant's Compensation (without regard
to the $200,000 Compensation limitation) bears to the combined Compensation of
all the affected Participants in the family unit. If the Plan uses permitted
disparity, the Advisory Committee must determine the integration level of each
affected family member Participant prior to the proration of the $200,000
Compensation limitation, but the combined integration level of the affected
Participants may not exceed $200,000 (or the adjusted limitation). The combined
Excess Compensation of the affected Participants in the family unit may not
exceed $200,000 (or the adjusted limitation) minus the affected Participants'
combined integration level (as determined under the preceding sentence). If the
combined Excess Compensation exceeds this limitation, the Advisory Committee
will prorate the Excess Compensation limitation among the affected Participants
in the family unit in proportion to each such individual's Adjusted Compensation
minus his integration level. If the Employer's Plan is a Nonstandardized Plan,
the Employer may elect to use a different method in determining the Adjusted
Compensation of the affected Participants by specifying that method in an
addendum to the Adoption Agreement, numbered Section 1.12.



    (B) NONDISCRIMINATION. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.12, except: (1) the Employer may elect
to include or to exclude elective contributions, irrespective of the Employer's
election in its Adoption Agreement regarding elective contributions; and (2) the
Employer will not give effect to any elections made in the "modifications to
Compensation definition" section of Adoption Agreement Section 1.12. The
Employer's election described in clause (1) must be consistent and uniform with
respect to all Employees and all plans of the Employer for any particular Plan
Year. If the Employer's Plan is a Nonstandardized Plan, the Employer,
irrespective of clause (2), may elect to exclude from this nondiscrimination
definition of Compensation any items of Compensation excludible under US Code
ss.414(s) and the applicable Treasury regulations, provided such adjusted
definition conforms to the nondiscrimination requirements of those regulations.



    1.13 "Earned Income" means net earnings from self-employment in the trade or
business with respect to which the Employer has established the Plan, provided
personal services of the individual are a material income producing factor.

    The Advisory Committee will determine net earnings without regard to items
excluded from gross income and the deductions allocable to those items. The
Advisory Committee will determine net earnings after the deduction allowed to
the Self-Employed Individual for all contributions made by the Employer to a
qualified plan and, for Plan Years beginning after December 31, 1989, the
deduction allowed to the Self-Employed under US Code ss.164(f) for
self-employment taxes.


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


    1.15 "Accrued Benefit" means the amount standing in a Participant's
Account(s) as of any date derived from both Employer contributions and Employee
contributions, if any.



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



    1.17 "Plan Year" means the fiscal year of the Plan, the consecutive month
period specified in the Employer's Adoption Agreement. The Employer's Adoption
Agreement also must specify the "Limitation Year" applicable to the limitations
on allocations described in Article III. If the Employer maintains Paired Plans,
each Plan must have the same Plan Year.



    1.18 "Effective Date" of this Plan is the date specified in the Employer's
Adoption Agreement.



    1.19 "Plan Entry Date" means the date(s) specified in Section 2.01 of the
Employer's Adoption Agreement.



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



    1.21 "Trust" means the separate Trust created under the Employer's Plan.




    1.22 "Trust Fund" means all property of every kind held or acquired by the
Employer's Plan, other than incidental benefit insurance contracts.




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



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





                                       3
<PAGE>

    1.25 "US Code" means the United States Internal Revenue Code of 1986, as
amended.



    1.26 "Service" means any period of time the Employee is in the employ of the
Employer, including any period the Employee is on an unpaid leave of absence
authorized by the Employer under a uniform, nondiscriminatory policy applicable
to all Employees. "Separation from Service" means the Employee no longer has an
employment relationship with the Employer maintaining this Plan.



    1.27 "Hour of Service" means:


    (a) Each Hour of Service for which the Employer, either directly or
    indirectly, pays an Employee, or for which the Employee is entitled to
    payment, for the performance of duties.


    The Advisory Committee credits Hours of Service under this paragraph (a) to
    the Employee for the computation period in which the Employee performs the
    duties, irrespective of when paid;



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


    (c) Each Hour of Service for which the Employer, either directly or
    indirectly, pays an Employee, or for which the Employee is entitled to
    payment (irrespective of whether the employment relationship is terminated),
    for reasons other than for the performance of duties during a computation
    period, such as leave of absence, vacation, holiday, sick leave, illness,
    incapacity (including disability), layoff, jury duty or military duty. The
    Advisory Committee will credit no more than 501 Hours of Service under this
    paragraph (c) to an Employee on account of any single continuous period
    during which the Employee does not perform any duties (whether or not such
    period occurs during a single computation period). The Advisory Committee
    credits Hours of Service under this paragraph (c) in accordance with the
    rules of paragraphs (b) and (c) of Labor Reg. ss.2530.200b-2, which the
    Plan, by this reference, specifically incorporates in full within this
    paragraph (c). The Advisory Committee will not credit an Hour of Service
    under more than one of the above paragraphs. A computation period for
    purposes of this Section 1.27 is the Plan Year, Year of Service period,
    Break in Service period or other period, as determined under the Plan
    provision for which the Advisory Committee is measuring an Employee's Hours
    of Service. The Advisory Committee will resolve any ambiguity with respect
    to the crediting of an Hour of Service in favor of the Employee.



    (A) METHOD OF CREDITING HOURS OF SERVICE. The Employer must elect in its
Adoption Agreement the method the Advisory Committee will use in crediting an
Employee with Hours of Service. For purposes of the Plan, "actual" method means
the determination of Hours of Service from records of hours worked and hours for
which the Employer makes payment or for which payment is due from the Employer.
If the Employer elects to apply an "equivalency" method, for each equivalency
period for which the Advisory Committee would credit the Employee with at least
one Hour of Service, the Advisory Committee will credit the Employee with: (i)
10 Hours of Service for a daily equivalency; (ii) 45 Hours of Service for a
weekly equivalency; (iii) 95 Hours of Service for a semimonthly payroll period
equivalency; and (iv) 190 Hours of Service for a monthly equivalency.



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



    1.28 "Disability" means the Participant, because of a physical or mental
disability, will be unable to perform the duties of his customary position of
employment (or is unable to engage in any substantial gainful activity) for an
indefinite period which the Advisory Committee considers will be of long
continued duration. A Participant also is disabled if he incurs the permanent
loss or loss of use of a member or function of the body, or is permanently
disfigured, and incurs a Separation from Service. The Plan considers a
Participant disabled on the date the Advisory Committee determines the
Participant satisfies the definition of disability. The Advisory Committee may
require a Participant to submit to a physical examination in order to confirm
disability. The Advisory Committee will apply the provisions of this Section
1.28 in a nondiscriminatory, consistent and uniform manner. If the Employer's
Plan is a Nonstandardized Plan, the Employer may provide an alternate definition
of disability in an addendum to its Adoption Agreement, numbered Section 1.28.



    1.29 SERVICE FOR PREDECESSOR EMPLOYER. If the Employer maintains the plan of
a predecessor employer, the Plan treats service of the Employee with the
predecessor employer as service with the Employer. If the Employer does not
maintain the plan of a predecessor employer, the Plan does not credit service
with the predecessor employer, unless the Employer identifies the predecessor in
its Adoption Agreement and specifies the purposes for which the Plan will credit
service with that predecessor employer.



    1.30 RELATED EMPLOYERS. A related group is a controlled group of
corporations (as defined in US Code ss.414(b)), trades or businesses (whether or
not incorporated) which are under common control (as defined in US Code
ss.414(c)) or an affiliated service group (as defined in US Code ss.414(m) or in
US Code


                                       4
<PAGE>

ss.414(o)). If the Employer is a member of a related group, the term "Employer"
includes the related group members for purposes of crediting Hours of Service,
determining Years of Service and Breaks in Service under Articles II and V,
applying the Participation Test and the Coverage Test under Section 3.06(E),
applying the limitations on allocations in Part 2 of Article III, applying the
top heavy rules and the minimum allocation requirements of Article III, the
definitions of Employee, Highly Compensated Employee, Compensation and Leased
Employee, and for any other purpose required by the applicable US Code section
or by a Plan provision. However, an Employer may contribute to the Plan only by
being a signatory to the Execution Page of the Adoption Agreement or to a
Participation Agreement to the Employer's Adoption Agreement. If one or more of
the Employer's related group members become Participating Employers by executing
a Participation Agreement to the Employer's Adoption Agreement, the term
"Employer" includes the participating related group members for all purposes of
the Plan, and "Plan Administrator" means the Employer that is the signatory to
the Execution Page of the Adoption Agreement.


    If the Employer's Plan is a Standardized Plan, all Employees of the Employer
or of any member of the Employer's related group, are eligible to participate in
the Plan, irrespective of whether the related group member directly employing
the Employee is a Participating Employer. If the Employer's Plan is a
Nonstandardized Plan, the Employer must specify in Section 1.07 of its Adoption
Agreement, whether the Employees of related group members that are not
Participating Employers are eligible to participate in the Plan. Under a
Nonstandardized Plan, the Employer may elect to exclude from the definition of
"Compensation" for allocation purposes any Compensation received from a related
employer that has not executed a Participation Agreement and whose Employees are
not eligible to participate in the Plan.


    1.31 LEASED EMPLOYEES. The Plan treats a Leased Employee as an Employee of
the Employer. A Leased Employee is an individual (who otherwise is not an
Employee of the Employer) who, pursuant to a leasing agreement between the
Employer and any other person, has performed services for the Employer (or for
the Employer and any persons related to the Employer within the meaning of US
Code ss.144(a)(3)) on a substantially full time basis for at least one year and
who performs services historically performed by employees in the Employer's
business field. If a Leased Employee is treated as an Employee by reason of this
Section 1.31 of the Plan, "Compensation" includes Compensation from the leasing
organization which is attributable to services performed for the Employer.


    (A) SAFE HARBOR PLAN EXCEPTION. The Plan does not treat a Leased Employee as
an Employee if the leasing organization covers the employee in a safe harbor
plan and, prior to application of this safe harbor plan exception, 20% or less
of the Employer's Employees (other than Highly Compensated Employees) are Leased
Employees. A safe harbor plan is a money purchase pension plan providing
immediate participation, full and immediate vesting, and a nonintegrated
contribution formula equal to at least 10% of the employee's compensation
without regard to employment by the leasing organization on a specified date.
The safe harbor plan must determine the 10% contribution on the basis of
compensation as defined in US Code ss.415(c)(3) plus elective contributions (as
defined in Section 1.12).


    (B) OTHER REQUIREMENTS. The Advisory Committee must apply this Section 1.31
in a manner consistent with US Code ss.ss.414(n) and 414(o) and the regulations
issued under those US Code sections. The Employer must specify in the Adoption
Agreement the manner in which the Plan will determine the allocation of Employer
contributions and Participant forfeitures on behalf of a Participant if the
Participant is a Leased Employee covered by a plan maintained by the leasing
organization.





    1.32 SPECIAL RULES FOR OWNER-EMPLOYEES. The following special provisions
and restrictions apply to Owner-Employees:



    (a)If the Plan provides contributions or benefits for an Owner-Employee or
    for a group of Owner-Employees who controls the trade or business with
    respect to which this Plan is established and the Owner-Employee or
    Owner-Employees also control as Owner-Employees one or more other trades or
    businesses, plans must exist or be established with respect to all the
    controlled trades or businesses so that when the plans are combined they
    form a single plan which satisfies the requirements of US Code ss.401(a) and
    US Code ss.401(d) with respect to the employees of the controlled trades or
    businesses.



    (b)The Plan excludes an Owner-Employee or group of Owner-Employees if the
    Owner-Employee or group of Owner-Employees controls any other trade or
    business, unless the employees of the other controlled trade or business
    participate in a plan which satisfies the requirements of US Code ss.401(a)
    and US Code ss.401(d). The other qualified plan must provide contributions
    and benefits which are not less favorable than the contributions and
    benefits provided for the Owner-Employee or group of Owner-Employees under
    this Plan, or if an Owner-Employee is covered under another qualified plan
    as an Owner-Employee, then the plan established with respect to the trade or
    business he does control must provide contributions or benefits as favorable
    as those provided under the most favorable plan of the trade or business he
    does not control. If the exclusion of this paragraph (b) applies and the
    Employer's Plan is a Standardized Plan, the Employer may not participate or
    continue to participate in this Master Plan and the Employer's Plan becomes
    an individually-designed plan for purposes of qualification reliance.



    (c)For purposes of paragraphs (a) and (b) of this Section 1.32, an
    Owner-Employee or group of Owner-Employees controls a trade or business if
    the Owner-Employee or Owner-Employees together (1) own the entire interest
    in an unincorporated trade or business, or (2) in the case of a partnership,
    own more than 50% of either the capital interest or the profits interest in
    the partnership.



    1.33 DETERMINATION OF TOP HEAVY STATUS. If this Plan is the only qualified
plan maintained by the Employer, the Plan is top heavy for a Plan Year if the
top heavy ratio as of the Determination Date exceeds 60%. The top heavy ratio is
a fraction, the numerator of which is the sum of the present value of Accrued
Benefits of all Key Employees as of the Determination Date and the denominator
of which is a similar sum determined for all Employees. The Advisory Committee
must include in the top heavy ratio, as part of the present value


                                       5
<PAGE>

of Accrued Benefits, any contribution not made as of the Determination Date but
includible under US Code ss.416 and the applicable Treasury regulations, and
distributions made within the Determination Period. The Advisory Committee must
calculate the top heavy ratio by disregarding the Accrued Benefit (and
distributions, if any, of the Accrued Benefit) of any Non-Key Employee who was
formerly a Key Employee, and by disregarding the Accrued Benefit (including
distributions, if any, of the Accrued Benefit) of an individual who has not
received credit for at least one Hour of Service with the Employer during the
Determination Period. The Advisory Committee must calculate the top heavy ratio,
including the extent to which it must take into account distributions, rollovers
and transfers, in accordance with US Code ss.416 and the regulations under that
US Code section.


    If the Employer maintains other qualified plans (including a simplified
employee pension plan), or maintained another such plan which now is terminated,
this Plan is top heavy only if it is part of the Required Aggregation Group, and
the top heavy ratio for the Required Aggregation Group and for the Permissive
Aggregation Group, if any, each exceeds 60%. The Advisory Committee will
calculate the top heavy ratio in the same manner as required by the first
paragraph of this Section 1.33, taking into account all plans within the
Aggregation Group. To the extent the Advisory Committee must take into account
distributions to a Participant, the Advisory Committee must include
distributions from a terminated plan which would have been part of the Required
Aggregation Group if it were in existence on the Determination Date. The
Advisory Committee will calculate the present value of accrued benefits under
defined benefit plans or simplified employee pension plans included within the
group in accordance with the terms of those plans, US Code ss.416 and the
regulations under that US Code section. If a Participant in a defined benefit
plan is a Non-Key Employee, the Advisory Committee will determine his accrued
benefit under the accrual method, if any, which is applicable uniformly to all
defined benefit plans maintained by the Employer or, if there is no uniform
method, in accordance with the slowest accrual rate permitted under the
fractional rule accrual method described in US Code ss.411(b)(1)(C). If the
Employer maintains a defined benefit plan, the Employer must specify in Adoption
Agreement Section 3.18 the actuarial assumptions (interest and mortality only)
the Advisory Committee will use to calculate the present value of benefits from
a defined benefit plan. If an aggregated plan does not have a valuation date
coinciding with the Determination Date, the Advisory Committee must value the
Accrued Benefits in the aggregated plan as of the most recent valuation date
falling within the twelve-month period ending on the Determination Date, except
as US Code ss.416 and applicable Treasury regulations require for the first and
second plan year of a defined benefit plan. The Advisory Committee will
calculate the top heavy ratio with reference to the Determination Dates that
fall within the same calendar year.



    (A) STANDARDIZED PLAN. If the Employer's Plan is a Standardized Plan, the
Plan operates as a deemed top heavy plan in all Plan Years, except, if the
Standardized Plan includes a US Code ss.401(k) arrangement, the Employer may
elect to apply the top heavy requirements only in Plan Years for which the Plan
actually is top heavy. Under a deemed top heavy plan, the Advisory Committee
need not determine whether the Plan actually is top heavy. However, if the
Employer, in Adoption Agreement Section 3.18, elects to override the 100%
limitation, the Advisory Committee will need to determine whether a deemed top
heavy Plan's top heavy ratio for a Plan Year exceeds 90%.


    (B) DEFINITIONS. For purposes of applying the provisions of this Section
1.33:


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


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


    (3) "Compensation" means Compensation as determined under Section 1.09 for
    purposes of identifying Highly Compensated Employees.



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



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



    (6) "Employer" means the Employer that adopts this Plan and any related
employers described in Section 1.30.



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



    1.34 PAIRED PLANS means the Employer has adopted two Standardized Plan
Adoption Agreements offered with this Master Plan, one Adoption Agreement being
a Paired Profit Sharing Plan and one Adoption Agreement being a Paired Pension
Plan. A Paired Profit Sharing Plan may include a USCode ss.401(k) or PR Code
ss.1165(e) arrangement. A Paired Pension Plan must be a money purchase pension
plan or a target benefit pension plan. Paired Plans must be the subject of a
favorable opinion letter issued by the National Office of the Internal Revenue
Service. This Master Plan does not pair any


                                       6
<PAGE>

of its Standardized Plan Adoption Agreements with Standardized Plan Adoption
Agreements under a defined benefit master plan.



  1.35 "PR Code" means the Puerto Rico Internal Revenue Code of 1994, as
amended.


                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS


    2.01 ELIGIBILITY. Each Employee becomes a Participant in the Plan in
accordance with the participation option selected by the Employer in its
Adoption Agreement. If this Plan is a restated Plan, each Employee who was a
Participant in the Plan on the day before the Effective Date continues as a
Participant in the Plan, irrespective of whether he satisfies the participation
conditions in the restated Plan, unless otherwise provided in the Employer's
Adoption Agreement.



    2.02 YEAR OF SERVICE - PARTICIPATION. For purposes of an Employee's
participation in the Plan under Adoption Agreement Section 2.01, the Plan takes
into account all of his Years of Service with the Employer, except as provided
in Section 2.03. "Year of Service" means an eligibility computation period
during which the Employee completes not less than the number of Hours of Service
specified in the Employer's Adoption Agreement. The initial eligibility
computation period is the first 12 consecutive month period measured from the
Employment Commencement Date. The Plan measures succeeding eligibility
computation periods in accordance with the option selected by the Employer in
its Adoption Agreement. If the Employer elects to measure subsequent periods on
a Plan Year basis, an Employee who receives credit for the required number of
Hours of Service during the initial eligibility computation period and during
the first applicable Plan Year will receive credit for two Years of Service
under Article II. "Employment Commencement Date" means the date on which the
Employee first performs an Hour of Service for the Employer. If the Employer
elects a service condition under Adoption Agreement Section 2.01 based on
months, the Plan does not apply any Hour of Service requirement after the
completion of the first Hour of Service.



    2.03 BREAK IN SERVICE - PARTICIPATION. An Employee incurs a "Break in
Service" if during any 12 consecutive month period he does not complete more
than 500 Hours of Service with the Employer. The "12 consecutive month period"
under this Section 2.03 is the same 12 consecutive month period for which the
Plan measures "Years of Service" under Section 2.02.



    (A) 2-YEAR ELIGIBILITY. If the Employer elects a 2 years of service
condition for eligibility purposes under Adoption Agreement Section 2.01, the
Plan treats an Employee who incurs a one year Break in Service and who has never
become a Participant as a new Employee on the date he first performs an Hour of
Service for the Employer after the Break in Service.



    (B) SUSPENSION OF YEARS OF SERVICE. The Employer must elect in its Adoption
Agreement whether a Participant will incur a suspension of Years of Service
after incurring a one year Break in Service. If this rule applies under the
Employer's Plan, the Plan disregards a Participant's Years of Service (as
defined in Section 2.02) earned prior to a Break in Service until the
Participant completes another Year of Service and the Plan suspends the
Participant's participation in the Plan. If the Participant completes a Year of
Service following his Break in Service, the Plan restores that Participant's
pre-Break Years of Service (and the Participant resumes active participation in
the Plan) retroactively to the first day of the computation period in which the
Participant earns the first post-Break Year of Service. The initial computation
period under this Section 2.03(B) is the 12 consecutive month period measured
from the date the Participant first receives credit for an Hour of Service
following the one year Break in Service period. The Plan measures any subsequent
periods, if necessary, in a manner consistent with the computation period
selection in Adoption Agreement Section 2.02. This Section 2.03(B) does not
affect a Participant's vesting credit under Article V and, during a suspension
period, the Participant's Account continues to share fully in Trust Fund
allocations under Section 9.11. Furthermore, this Section 2.03(B) will not
result in the restoration of any Year of Service disregarded under the Break in
Service rule of Section 2.03(A).



    2.04 PARTICIPATION UPON RE-EMPLOYMENT. A Participant whose employment with
the Employer terminates will re-enter the Plan as a Participant on the date of
his re-employment, subject to the Break in Service rule, if applicable, under
Section 2.03(B). An Employee who satisfies the Plan's eligibility conditions but
who terminates employment with the Employer prior to becoming a Participant will
become a Participant on the later of the Plan Entry Date on which he would have
entered the Plan had he not terminated employment or the date of his
re-employment, subject to the Break in Service rule, if applicable, under
Section 2.03(B). Any Employee who terminates employment prior to satisfying the
Plan's eligibility conditions becomes a Participant in accordance with Adoption
Agreement Section 2.01.



    2.05 CHANGE IN EMPLOYEE STATUS. If a Participant has not incurred a
Separation from Service but ceases to be eligible to participate in the Plan, by
reason of employment within an employment classification excluded by the
Employer under Adoption Agreement Section 1.07, the Advisory Committee must
treat the Participant as an Excluded Employee during the period such a
Participant is subject to the Adoption Agreement exclusion. The Advisory
Committee determines a Participant's sharing in the allocation of Employer
contributions and Participant forfeitures, if applicable, by disregarding his
Compensation paid by the Employer for services rendered in his capacity as an
Excluded Employee. However, during such period of exclusion, the Participant,
without regard to employment classification, continues to receive credit for
vesting under Article V for each included Year of Service and the Participant's
Account continues to share fully in Trust Fund allocations under Section 9.11.



    If an Excluded Employee who is not a Participant becomes eligible to
participate in the Plan by reason of a change in employment classification, he
will participate in the Plan immediately if he has satisfied the eligibility
conditions of Section 2.01 and would have been a Participant had he not been an
Excluded Employee during his period of Service. Furthermore, the Plan takes into
account all of the Participant's included Years of Service with the Employer as
an Excluded Employee for purposes of vesting credit under Article V.



    2.06 ELECTION NOT TO PARTICIPATE. If the Employer's Plan is a Standardized
Plan, the Plan does not permit an otherwise eligible Employee nor any
Participant to


                                       7
<PAGE>

elect not to participate in the Plan. If the Employer's Plan is a
Nonstandardized Plan, the Employer must specify in its Adoption Agreement
whether an Employee eligible to participate, or any present Participant, may
elect not to participate in the Plan. For an election to be effective for a
particular Plan Year, the Employee or Participant must file the election in
writing with the Plan Administrator not later than the time specified in the
Employer's Adoption Agreement. The Employer may not make a contribution under
the Plan for the Employee or for the Participant for the Plan Year for which the
election is effective, nor for any succeeding Plan Year, unless the Employee or
Participant re-elects to participate in the Plan. After an Employee's or
Participant's election not to participate has been effective for at least the
minimum period prescribed by the Employer's Adoption Agreement, the Employee or
Participant may re-elect to participate in the Plan for any Plan Year and
subsequent Plan Years. An Employee or Participant may re-elect to participate in
the Plan by filing his election in writing with the Plan Administrator not later
than the time specified in the Employer's Adoption Agreement. An Employee or
Participant who re-elects to participate may again elect not to participate only
as permitted in the Employer's Adoption Agreement. If an Employee is a
Self-Employed Individual, the Employee's election (except as permitted by
Treasury regulations without creating a US Code ss.401(k) or PR Code ss.1165(e)
arrangement with respect to that Self-Employed Individual) must be effective no
later than the date the Employee first would become a Participant in the Plan
and the election is irrevocable. The Plan Administrator must furnish an Employee
or a Participant any form required for purposes of an election under this
Section 2.06. An election timely filed is effective for the entire Plan Year.



    A Participant who elects not to participate may not receive a distribution
of his Accrued Benefit attributable either to Employer or to Participant
contributions except as provided under Article IV or under Article VI. However,
for each Plan Year for which a Participant's election not to participate is
effective, the Participant's Account, if any, continues to share in Trust Fund
allocations under Article IX. Furthermore, the Employee or the Participant
receives vesting credit under Article V for each included Year of Service during
the period the election not to participate is effective.






                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES


     PART 1. AMOUNT OF EMPLOYER CONTRIBUTIONS AND PLAN ALLOCATIONS: SECTIONS
3.01 THROUGH 3.06..


         3.01 AMOUNT. For each Plan Year, the Employer contributes to the Trust
the amount determined by application of the contribution option selected by the
Employer in its Adoption Agreement. The Employer may not make a contribution to
the Trust for any Plan Year to the extent the contribution would exceed the
Participants' Maximum Permissible Amounts.



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



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



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



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



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



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



    3.04 CONTRIBUTION ALLOCATION.



    (A) METHOD OF ALLOCATION. The Employer must specify in its Adoption
Agreement the manner of allocating each annual Employer contribution to this
Trust.



    (B) TOP HEAVY MINIMUM ALLOCATION. The Plan must comply with the provisions
of this Section 3.04(B), subject to the elections in the Employer's Adoption
Agreement.



    (1) TOP HEAVY MINIMUM ALLOCATION UNDER STANDARDIZED PLAN. Subject to the
Employer's election under Section 3.04(B)(3), the top heavy minimum allocation
requirement applies to a Standardized Plan for each Plan Year, irrespective of
whether the Plan is top heavy.



(a) Each Participant employed by the Employer on the last day of the Plan Year
    will receive a top heavy minimum allocation for that Plan Year. The
    Employer may elect in Section 3.04 of its Adoption Agreement to apply this
    paragraph (a) only to a Participant who is a Non-Key Employee.



    (b) Subject to any overriding elections in Section 3.18 of the Employer's
    Adoption Agreement, the top heavy minimum allocation is the lesser of 3% of
    the Participant's Compensation for the Plan Year or the highest contribution
    rate for the Plan Year made on behalf of any Participant for


                                       8
<PAGE>

    the Plan Year. However, if the Employee participates in Paired Plans, the
    top heavy minimum allocation is 3% of his Compensation. If, under Adoption
    Agreement Section 3.04, the Employer elects to apply paragraph (a) only to
    a Participant who is a Non-Key Employee, the Advisory Committee will
    determine the "highest contribution rate" described in the first sentence
    of this paragraph (b) by reference only to the contribution rates of
    Participants who are Key Employees for the Plan Year.



    (2) TOP HEAVY MINIMUM ALLOCATION UNDER NONSTANDARDIZED PLAN. The top heavy
minimum allocation requirement applies to a Nonstandardized Plan only in Plan
Years for which the Plan is top heavy. Except as provided in the Employer's
Adoption Agreement, if the Plan is top heavy in any Plan Year:



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



    (b) The top heavy minimum allocation is the lesser of 3% of the Non-Key
    Employee's Compensation for the Plan Year or the highest contribution rate
    for the Plan Year made on behalf of any Key Employee. However, if a defined
    benefit plan maintained by the Employer which benefits a Key Employee
    depends on this Plan to satisfy the antidiscrimination rules of US Code
    ss.401(a)(4) or the coverage rules of US Code ss.410 (or another plan
    benefiting the Key Employee so depends on such defined benefit plan), the
    top heavy minimum allocation is 3% of the Non-Key Employee's Compensation
    regardless of the contribution rate for the Key Employees.



    (3) SPECIAL ELECTION FOR STANDARDIZED US CODE SS.401(K) PLAN. If the
Employer's Plan is a Standardized US Code ss.401(k) Plan, the Employer may elect
in Adoption Agreement Section 3.04 to apply the top heavy minimum allocation
requirements of Section 3.04(B)(1) only for Plan Years in which the Plan
actually is a top heavy plan.



    (4) SPECIAL DEFINITIONS. For purposes of this Section 3.04(B), the term
"Participant" includes any Employee otherwise eligible to participate in the
Plan but who is not a Participant because of his Compensation level or because
of his failure to make elective deferrals under a US Code ss.401(k) arrangement
or because of his failure to make mandatory contributions. For purposes of
subparagraph (1)(b) or (2)(b), "Compensation" means Compensation as defined in
Section 1.12, except Compensation does not include elective contributions,
irrespective of whether the Employer has elected to include these amounts in
Section 1.12 of its Adoption Agreement, any exclusion selected in Section 1.12
of the Adoption Agreement (other than the exclusion of elective contributions)
does not apply, and any modification to the definition of Compensation in
Section 3.06 does not apply.



    (5) DETERMINING CONTRIBUTION RATES. For purposes of this Section 3.04(B), a
Participant's contribution rate is the sum of all Employer contributions (not
including Employer contributions to Social Security) and forfeitures allocated
to the Participant's Account for the Plan Year divided by his Compensation for
the entire Plan Year. However, for purposes of satisfying a Participant's top
heavy minimum allocation in Plan Years beginning after December 31, 1988, the
Participant's contribution rate does not include any elective contributions
under a US Code ss.401(k) arrangement nor any Employer matching contributions
allocated on the basis of those elective contributions or on the basis of
employee contributions, except a Nonstandardized Plan may include in the
contribution rate any matching contributions not necessary to satisfy the
nondiscrimination requirements of US Code ss.401(k) or of US Code ss.401(m).



    If the Employee is a Participant in Paired Plans, the Advisory Committee
will consider the Paired Plans as a single Plan to determine a Participant's
contribution rate and to determine whether the Plans satisfy this top heavy
minimum allocation requirement. To determine a Participant's contribution rate
under a Nonstandardized Plan, the Advisory Committee must treat all qualified
top heavy defined contribution plans maintained by the Employer (or by any
related Employers described in Section 1.30) as a single plan.



    (6) NO ALLOCATIONS. If, for a Plan Year, there are no allocations of
Employer contributions or forfeitures for any Participant (for purposes of
Section 3.04 (B)(1)(b)) or for any Key Employee (for purposes of Section
3.04(B)(2)(b)), the Plan does not require any top heavy minimum allocation for
the Plan Year, unless a top heavy minimum allocation applies because of the
maintenance by the Employer of more than one plan.



    (7) ELECTION OF METHOD. The Employer must specify in its Adoption Agreement
the manner in which the Plan will satisfy the top heavy minimum allocation
requirement.



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


    (b) If the Employer elects to guarantee the top heavy minimum allocation
    under another plan, this Plan does not provide the top heavy minimum
    allocation and the Advisory Committee will allocate the annual Employer
    contributions (and Participant forfeitures) under the Plan solely in
    accordance with the allocation method selected under Adoption Agreement
    Section 3.04.




    3.05 FORFEITURE ALLOCATION. The amount of a Participant's Accrued Benefit
forfeited under the Plan is a Participant forfeiture. The Advisory Committee
will allocate Participant forfeitures in the manner specified by the Employer in
its Adoption Agreement. The Advisory Committee will


                                       9
<PAGE>

continue to hold the undistributed, non-vested portion of a terminated
Participant's Accrued Benefit in his Account solely for his benefit until a
forfeiture occurs at the time specified in Section 5.09 or if applicable, until
the time specified in Section 9.14. Except as provided under Section 5.04, a
Participant will not share in the allocation of a forfeiture of any portion of
his Accrued Benefit.



    3.06 ACCRUAL OF BENEFIT. The Advisory Committee will determine the accrual
of benefit (Employer contributions and Participant forfeitures) on the basis of
the Plan Year in accordance with the Employer's elections in its Adoption
Agreement.



    (A) COMPENSATION TAKEN INTO ACCOUNT. The Employer must specify in its
Adoption Agreement the Compensation the Advisory Committee is to take into
account in allocating an Employer contribution to a Participant's Account for
the Plan Year in which the Employee first becomes a Participant. For all other
Plan Years, the Advisory Committee will take into account only the Compensation
determined for the portion of the Plan Year in which the Employee actually is a
Participant. The Advisory Committee must take into account the Employee's entire
Compensation for the Plan Year to determine whether the Plan satisfies the top
heavy minimum allocation requirement of Section 3.04(B). The Employer, in an
addendum to its Adoption Agreement numbered 3.06(A), may elect to measure
Compensation for the Plan Year for allocation purposes on the basis of a
specified period other than the Plan Year.



    (B) HOURS OF SERVICE REQUIREMENT. Subject to the applicable minimum
allocation requirement of Section 3.04, the Advisory Committee will not allocate
any portion of an Employer contribution for a Plan Year to any Participant's
Account if the Participant does not complete the applicable minimum Hours of
Service requirement specified in the Employer's Adoption Agreement.



    (C) EMPLOYMENT REQUIREMENT. If the Employer's Plan is a Standardized Plan, a
Participant who, during a particular Plan Year, completes the accrual
requirements of Adoption Agreement Section 3.06 will share in the allocation of
Employer contributions for that Plan Year without regard to whether he is
employed by the Employer on the Accounting Date of that Plan Year. If the
Employer's Plan is a Nonstandardized Plan, the Employer must specify in its
Adoption Agreement whether the Participant will accrue a benefit if he is not
employed by the Employer on the Accounting Date of the Plan Year. If the
Employer's Plan is a money purchase plan or a target benefit plan, whether
Nonstandardized or Standardized, the Plan conditions benefit accrual on
employment with the Employer on the last day of the Plan Year for the Plan Year
in which the Employer terminates the Plan.



    (D) OTHER REQUIREMENTS. If the Employer's Adoption Agreement includes
options for other requirements affecting the Participant's accrual of benefits
under the Plan, the Advisory Committee will apply this Section 3.06 in
accordance with the Employer's Adoption Agreement selections.



    (E) SUSPENSION OF ACCRUAL REQUIREMENTS UNDER NONSTANDARDIZED PLAN. If the
Employer's Plan is a Nonstandardized Plan, the Employer may elect in its
Adoption Agreement to suspend the accrual requirements elected under Adoption
Agreement Section 3.06 if, for any Plan Year beginning after December 31, 1989,
the Plan fails to satisfy the Participation Test or the Coverage Test. A Plan
satisfies the Participation Test if, on each day of the Plan Year, the number of
Employees who benefit under the Plan is at least equal to the lesser of 50 or
40% of the total number of Includible Employees as of such day. A Plan satisfies
the Coverage Test if, on the last day of each quarter of the Plan Year, the
number of Nonhighly Compensated Employees who benefit under the Plan is at least
equal to 70% of the total number of Includible Nonhighly Compensated Employees
as of such day. "Includible" Employees are all Employees other than: (1) those
Employees excluded from participating in the Plan for the entire Plan Year by
reason of the collective bargaining unit exclusion or the nonresident alien
exclusion under Adoption Agreement Section 1.07 or by reason of the
participation requirements of Sections 2.01 and 2.03; and (2) any Employee who
incurs a Separation from Service during the Plan Year and fails to complete at
least 501 Hours of Service for the Plan Year. A "Nonhighly Compensated Employee"
is an Employee who is not a Highly Compensated Employee and who is not a family
member aggregated with a Highly Compensated Employee pursuant to Section 1.09 of
the Plan.




    For purposes of the Participation Test and the Coverage Test, an Employee is
benefiting under the Plan on a particular date if, under Adoption Agreement
Section 3.04, he is entitled to an allocation for the Plan Year. Under the
Participation Test, when determining whether an Employee is entitled to an
allocation under Adoption Agreement Section 3.04, the Advisory Committee will
disregard any allocation required solely by reason of the top heavy minimum
allocation, unless the top heavy minimum allocation is the only allocation made
under the Plan for the Plan Year.



************
    If this Section 3.06(E) applies for a Plan Year, the Advisory Committee will
suspend the accrual requirements for the Includible Employees who are
Participants, beginning first with the Includible Employee(s) employed with the
Employer on the last day of the Plan Year, then the Includible Employee(s) who
have the latest Separation from Service during the Plan Year, and continuing to
suspend in descending order the accrual requirements for each Includible
Employee who incurred an earlier Separation from Service, from the latest to the
earliest Separation from Service date, until the Plan satisfies both the
Participation Test and the Coverage Test for the Plan Year. If two or more
Includible Employees have a Separation from Service on the same day, the
Advisory Committee will suspend the accrual requirements for all such Includible
Employees, irrespective of whether the Plan can satisfy the Participation.
*************


Test and the Coverage Test by accruing benefits for fewer than all such
Includible Employees. If the Plan suspends the accrual requirements for an
Includible Employee, that Employee will share in the allocation of Employer
contributions and Participant forfeitures, if any, without regard to the number
of Hours of Service he has earned for the Plan Year and without regard to
whether he is employed by the Employer on the last day of the Plan Year. If the
Employer's Plan includes Employer matching contributions subject to US Code
ss.401(m), this suspension of accrual requirements applies separately to the US
Code ss.401(m) portion of the Plan, and the Advisory Committee will treat an
Employee as benefiting under that portion of the Plan if he is an Eligible
Employee for purposes of the US Code ss.401(m) nondiscrimination test. The
Employer may modify the operation of this Section 3.06(E)


                                       10
<PAGE>

by electing appropriate modifications in Section 3.06 of its Adoption Agreement.



PART 2. LIMITATIONS ON ALLOCATIONS: SECTIONS 3.07 THROUGH 3.19


    [Note: Sections 3.07 through 3.10 apply only to Participants in this Plan
who do not participate, and who have never participated, in another qualified
plan or in a welfare benefit fund (as defined in US Code ss.419(e)) maintained
by the Employer.]



    3.07 The amount of Annual Additions which the Advisory Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may not
exceed the Maximum Permissible Amount. If the amount the Employer otherwise
would contribute to the Participant's Account would cause the Annual Additions
for the Limitation Year to exceed the Maximum Permissible Amount, the Employer
will reduce the amount of its contribution so the Annual Additions for the
Limitation Year will equal the Maximum Permissible Amount. If an allocation of
Employer contributions, pursuant to Section 3.04, would result in an Excess
Amount (other than an Excess Amount resulting from the circumstances described
in Section 3.10) to the Participant's Account, the Advisory Committee will
reallocate the Excess Amount to the remaining Participants who are eligible for
an allocation of Employer contributions for the Plan Year in which the
Limitation Year ends. The Advisory Committee will make this reallocation on the
basis of the allocation method under the Plan as if the Participant whose
Account otherwise would receive the Excess Amount is not eligible for an
allocation of Employer contributions.



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



    3.09 As soon as is administratively feasible after the end of the Limitation
Year, the Advisory Committee will determine the Maximum Permissible Amount for
such Limitation Year on the basis of the Participant's actual Compensation for
such Limitation Year.



    3.10 If, pursuant to Section 3.09, or because of the allocation of
forfeitures, there is an Excess Amount with respect to a Participant for a
Limitation Year, the Advisory Committee will dispose of such Excess Amount as
follows:



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



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



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



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



    [Note: Sections 3.11 through 3.16 apply only to Participants who, in
addition to this Plan, participate in one or more plans (including Paired
Plans), all of which are qualified Master or Prototype defined contribution
plans or welfare benefit funds (as defined in US Code ss.419(e)) maintained by
the Employer during the Limitation Year.]



    3.11 The amount of Annual Additions which the Advisory Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may not
exceed the Maximum Permissible Amount, reduced by the sum of any Annual
Additions allocated to the Participant's Accounts for the same Limitation Year
under this Plan and such other defined contribution plan. If the amount the
Employer otherwise would contribute to the Participant's Account under this Plan
would cause the Annual Additions for the Limitation Year to exceed this
limitation, the Employer will reduce the amount of its contribution so the
Annual Additions under all such plans for the Limitation Year will equal the
Maximum Permissible Amount. If an allocation of Employer contributions, pursuant
to Section 3.04, would result in an Excess Amount (other than an Excess Amount
resulting from the circumstances described in Section 3.10) to the Participant's
Account, the Advisory Committee will reallocate the Excess Amount to the
remaining Participants who are eligible for an allocation of Employer
contributions for the Plan Year in which the Limitation Year ends. The Advisory
Committee will make this reallocation on the basis of the allocation method
under the Plan as if the Participant whose Account otherwise would receive the
Excess Amount is not eligible for an allocation of Employer contributions.



    3.12 Prior to the determination of the Participant's actual Compensation for
the Limitation Year, the Advisory Committee may determine the amounts referred
to in 3.11 above on the basis of the Participant's estimated annual Compensation
for such Limitation Year. The Advisory Committee will make this determination on
a reasonable and uniform basis for all Participants similarly situated. The
Advisory Committee must reduce any Employer contribution (including allocation
of forfeitures) based on estimated annual


                                       11
<PAGE>

Compensation by any Excess Amounts carried over from prior years.



    3.13 As soon as is administratively feasible after the end of the Limitation
Year, the Advisory Committee will determine the amounts referred to in 3.11 on
the basis of the Participant's actual Compensation for such Limitation Year.



    3.14 If pursuant to Section 3.13, or because of the allocation of
forfeitures, a Participant's Annual Additions under this Plan and all such other
plans result in an Excess Amount, such Excess Amount will consist of the Amounts
last allocated. The Advisory Committee will determine the Amounts last allocated
by treating the Annual Additions attributable to a welfare benefit fund as
allocated first, irrespective of the actual allocation date under the welfare
benefit fund.



    3.15 The Employer must specify in its Adoption Agreement the Excess Amount
attributed to this Plan, if the Advisory Committee allocates an Excess Amount to
a Participant on an allocation date of this Plan which coincides with an
allocation date of another plan.



    3.16 The Advisory Committee will dispose of any Excess Amounts attributed to
this Plan as provided in Section 3.10.



    [Note: Section 3.17 applies only to Participants who, in addition to this
Plan, participate in one or more qualified plans which are qualified defined
contribution plans other than a Master or Prototype plan maintained by the
Employer during the Limitation Year.]




    3.17 SPECIAL ALLOCATION LIMITATION. The amount of Annual Additions which the
Advisory Committee may allocate under this Plan on behalf of any Participant are
limited in accordance with the provisions of Section 3.11 through 3.16, as
though the other plan were a Master or Prototype plan, unless the Employer
provides other limitations in an addendum to the Adoption Agreement, numbered
Section 3.17.




    3.18 DEFINED BENEFIT PLAN LIMITATION. If the Employer maintains a defined
benefit plan, or has ever maintained a defined benefit plan which the Employer
has terminated, then the sum of the defined benefit plan fraction and the
defined contribution plan fraction for any Participant for any Limitation Year
must not exceed 1.0. The Employer must provide in Adoption Agreement Section
3.18 the manner in which the Plan will satisfy this limitation. The Employer
also must provide in its Adoption Agreement Section 3.18 the manner in which the
Plan will satisfy the top heavy requirements of US Code ss.416 after taking into
account the existence (or prior maintenance) of the defined benefit plan.





    3.19 DEFINITIONS - ARTICLE III. For purposes of Article III, the following
terms mean:


    (a) "Annual Addition" - The sum of the following amounts allocated on behalf
    of a Participant for a Limitation Year, of (i) all Employer contributions;
    (ii) all forfeitures; and (iii) all Employee contributions. Except to the
    extent provided in Treasury regulations, Annual Additions include excess
    contributions described in US Code ss.401(k), excess aggregate contributions
    described in US Code ss.401(m) and excess deferrals described in US Code
    ss.402(g), irrespective of whether the plan distributes or forfeits such
    excess amounts. Annual Additions also include Excess Amounts reapplied to
    reduce Employer contributions under Section 3.10. Amounts allocated after
    March 31, 1984, to an individual medical account (as defined in US Code
    ss.415(l)(2)) included as part of a defined benefit plan maintained by the
    Employer are Annual Additions. Furthermore, Annual Additions include
    contributions paid or accrued after December 31, 1985, for taxable years
    ending after December 31, 1985, attributable to post-retirement medical
    benefits allocated to the separate account of a key employee (as defined in
    US Code ss.419A(d)(3)) under a welfare benefit fund (as defined in US Code
    ss.419(e)) maintained by the Employer.



    (b) "Compensation" - For purposes of applying the limitations of Part 2 of
    this Article III, "Compensation" means Compensation as defined in Section
    1.12, except Compensation does not include elective contributions,
    irrespective of whether the Employer has elected to include these amounts as
    Compensation under Section 1.12 of its Adoption Agreement, and any exclusion
    selected in Section 1.12 of the Adoption Agreement (other than the exclusion
    of elective contributions) does not apply.



    (c) "Employer" - The Employer that adopts this Plan and any related
    employers described in Section 1.30. Solely for purposes of applying the
    limitations of Part 2 of this Article III, the Advisory Committee will
    determine related employers described in Section 1.30 by modifying US Code
    ss.ss.414(b) and (c) in accordance with US Code ss.415(h).



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



    (e) "Limitation Year" - The period selected by the Employer under Adoption
    Agreement Section 1.17. All qualified plans of the Employer must use the
    same Limitation Year. If the Employer amends the Limitation Year to a
    different 12 consecutive month period, the new Limitation Year must begin on
    a date within the Limitation Year for which the Employer makes the
    amendment, creating a short Limitation Year.



    (f) "Master or Prototype Plan" - A plan the form of which is the subject of
    a favorable notification letter or a favorable opinion letter from the
    Internal Revenue Service.



    (g) "Maximum Permissible Amount" - The lesser of (i) $30,000 (or, if
    greater, one-fourth of the defined benefit dollar limitation under US Code
    ss.415(b)(1)(A)), or (ii) 25% of the Participant's Compensation for the
    Limitation Year. If there is a short Limitation Year because of a change in
    Limitation Year, the Advisory Committee will multiply the $30,000 (or
    adjusted) limitation by the following fraction:





                  Number of months in the short Limitation Year

                                       12
<PAGE>



  (h) "Defined contribution plan" - A retirement plan which provides for an
   individual account for each participant and for benefits based solely on the
   amount contributed to the participant's account, and any income, expenses,
   gains and losses, and any forfeitures of accounts of other participants which
   the plan may allocate to such participant's account. The Advisory Committee
   must treat all defined contribution plans (whether or not terminated)
   maintained by the Employer as a single plan. Solely for purposes of the
   limitations of Part 2 of this Article III, the Advisory Committee will treat
   employee contributions made to a defined benefit plan maintained by the
   Employer as a separate defined contribution plan. The Advisory Committee also
   will treat as a defined contribution plan an individual medical account (as
   defined in US Code ss.415(l)(2)) included as part of a defined benefit plan
   maintained by the Employer and, for taxable years ending after December 31,
   1985, a welfare benefit fund under US Code ss.419(e) maintained by the
   Employer to the extent there are post-retirement medical benefits allocated
   to the separate account of a key employee (as defined in US Code
   ss.419A(d)(3)).



    (i) "Defined benefit plan" - A retirement plan which does not provide for
    individual accounts for Employer contributions. The Advisory Committee must
    treat all defined benefit plans (whether or not terminated) maintained by
    the Employer as a single plan.



[Note: The definitions in paragraphs (j), (k) and (l) apply only if the
limitation described in Section 3.18 applies to the Employer's Plan.]



    (j)  "Defined benefit plan fraction" -



Projected annual benefit of the Participant under the defined benefit plan(s)

                                      OVER

The lesser of (i) 125% (subject to the "100% limitation" in paragraph (l)) of
the dollar limitation in effect under US Code ss. 415(b)(1)(A) for the
Limitation Year, or (ii) 140% of the Participant's average Compensation for his
high three (3) consecutive Years of Service


To determine the denominator of this fraction, the Advisory Committee will make
any adjustment required under US Code ss.415(b) and will determine a Year of
Service, unless otherwise provided in an addendum to Adoption Agreement Section
3.18, as a Plan Year in which the Employee completed at least 1,000 Hours of
Service. The "projected annual benefit" is the annual retirement benefit
(adjusted to an actuarially equivalent straight life annuity if the plan
expresses such benefit in a form other than a straight life annuity or qualified
joint and survivor annuity) of the Participant under the terms of the defined
benefit plan on the assumptions he continues employment until his normal
retirement age (or current age, if later) as stated in the defined benefit plan,
his compensation continues at the same rate as in effect in the Limitation Year
under consideration until the date of his normal retirement age and all other
relevant factors used to determine benefits under the defined benefit plan
remain constant as of the current Limitation Year for all future Limitation
Years.


CURRENT ACCRUED BENEFIT. If the Participant accrued benefits in one or more
defined benefit plans maintained by the Employer which were in existence on May
6, 1986, the dollar limitation used in the denominator of this fraction will not
be less than the Participant's Current Accrued Benefit. A Participant's Current
Accrued Benefit is the sum of the annual benefits under such defined benefit
plans which the Participant had accrued as of the end of the 1986 Limitation
Year (the last Limitation Year beginning before January 1, 1987), determined
without regard to any change in the terms or conditions of the Plan made after
May 5, 1986, and without regard to any cost of living adjustment occurring after
May 5, 1986. This Current Accrued Benefit rule applies only if the defined
benefit plans individually and in the aggregate satisfied the requirements of US
Code ss.415 as in effect at the end of the 1986 Limitation Year.

(k) "Defined contribution plan fraction" -


The sum, as of the close of the Limitation Year, of the Annual Additions to the
Participant's Account under the defined contribution plans(s)

                                      OVER

The sum of the lesser of the following amounts determined for the Limitation
Year and for each prior Year of Service with the Employer: (i) 125% (subject to
the "100% limitation" in paragraph (l)) of the dollar limitation in effect under
US Codess.415(c)(1)(A) for the Limitation Year (determined without regard to the
special dollar limitations for employee stock ownership plans), or (ii) 35% of
the Participant's Compensation for the Limitation Year.


    For purposes of determining the defined contribution plan fraction, the
Advisory Committee will not recompute Annual Additions in Limitation Years
beginning prior to January 1, 1987, to treat all Employee contributions as
Annual Additions. If the Plan satisfied US Code ss.415 for Limitation Years
beginning prior to January 1, 1987, the Advisory Committee will redetermine the
defined contribution plan fraction and the defined benefit plan fraction as of
the end of the 1986 Limitation Year, in accordance with this Section 3.19. If
the sum of the redetermined fractions exceeds 1.0, the Advisory Committee will
subtract permanently from the numerator of the defined contribution plan
fraction an amount equal to the product of (1) the excess of the sum of the
fractions over 1.0, times (2) the denominator of the defined contribution plan
fraction. In making the adjustment, the Advisory Committee must disregard any
accrued benefit under the defined benefit plan which is in excess of the Current
Accrued Benefit. This Plan continues any transitional rules applicable to the
determination of the defined contribution plan fraction under the Employer's
Plan as of the end of the 1986 Limitation Year.



    (l) "100% limitation." If the 100% limitation applies, the Advisory
Committee must determine the denominator of the defined benefit plan fraction
and the denominator of the defined contribution plan fraction by substituting
100% for 125%. If the Employer's Plan is a Standardized Plan, the 100%
limitation applies in all Limitation Years, subject to any override provisions
under Section 3.18 of the Employer's Adoption Agreement. If the Employer
overrides the 100% limitation under a Standardized Plan, the Employer must
specify in its Adoption Agreement the manner in which the Plan satisfies the
extra minimum benefit requirement of US Code ss.416(h) and the 100% limitation
must continue to apply if the Plan's top heavy ratio exceeds 90%. If the
Employer's Plan is a Nonstandardized Plan, the 100% limitation applies only if:
(i) the Plan's top heavy ratio exceeds 90%; or (ii) the Plan's top heavy ratio
is greater than 60%, and the Employer


                                       13
<PAGE>

does not elect in its Adoption Agreement Section 3.18 to provide extra minimum
benefits which satisfy US Code ss.416(h)(2).








                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS


    4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. This Plan does not permit
Participant nondeductible contributions unless the Employer maintains its Plan
under a US Code ss.401(k) or PR Code ss.1165(e) Adoption Agreement. If the
Employer does not maintain its Plan under a US Code ss.401(k) or PR Code
ss.1165(e) Adoption Agreement and, prior to the adoption of this Master Plan,
the Plan accepted Participant nondeductible contributions for a Plan Year
beginning after December 31, 1986, those contributions must satisfy the
requirements of US Code ss.401(m). This Section 4.01 does not prohibit the
Plan's acceptance of Participant nondeductible contributions prior to the first
Plan Year commencing after the Plan Year in which the Employer adopts this
Master Plan.



    4.02 PARTICIPANT DEDUCTIBLE CONTRIBUTIONS. A qualified Plan may not accept
Participant deductible contributions after April 15, 1987. If the Employer's
Plan includes Participant deductible contributions ("DECs") made prior to April
16, 1987, the Advisory Committee must maintain a separate accounting for the
Participant's Accrued Benefit attributable to DECs, including DECs which are
part of a rollover contribution described in Section 4.03. The Advisory
Committee will treat the accumulated DECs as part of the Participant's Accrued
Benefit for all purposes of the Plan, except for purposes of determining the top
heavy ratio under Section 1.33. The Advisory Committee may not use DECs to
purchase life insurance on the Participant's behalf.



    4.03 PARTICIPANT ROLLOVER CONTRIBUTIONS. Any Participant, with the
Employer's written consent and after filing with the Trustee the form prescribed
by the Advisory Committee, may contribute cash or other property to the Trust
other than as a voluntary contribution if the contribution is a "rollover
contribution" which the US Code or the PR Code permits an employee to transfer
either directly or indirectly from one qualified plan to another qualified plan.
Before accepting a rollover contribution, the Trustee may require an Employee to
furnish satisfactory evidence that the proposed transfer is in fact a "rollover
contribution" which the US Code or the PR Code permits an employee to make to a
qualified plan. A rollover contribution is not an Annual Addition under Part 2
of Article III.



    The Trustee will invest the rollover contribution in a segregated investment
Account for the Participant's sole benefit unless the Trustee (or the Named
Fiduciary, in the case of a nondiscretionary Trustee designation), in its sole
discretion, agrees to invest the rollover contribution as part of the Trust
Fund. The Trustee will not have any investment responsibility with respect to a
Participant's segregated rollover Account. The Participant, however, from time
to time, may direct the Trustee in writing as to the investment of his
segregated rollover Account in property, or property interests, of any kind,
real, personal or mixed; provided however, the Participant may not direct the
Trustee to make loans to his Employer. A Participant's segregated rollover
Account alone will bear any extraordinary expenses resulting from investments
made at the direction of the Participant. As of the Accounting Date (or other
valuation date) for each Plan Year, the Advisory Committee will allocate and
credit the net income (or net loss) from a Participant's segregated rollover
Account and the increase or decrease in the fair market value of the assets of a
segregated rollover Account solely to that Account. The Trustee is not liable
nor responsible for any loss resulting to any Beneficiary, nor to any
Participant, by reason of any sale or investment made or other action taken
pursuant to and in accordance with the direction of the Participant. In all
other respects, the Trustee will hold, administer and distribute a rollover
contribution in the same manner as any Employer contribution made to the Trust.



    An eligible Employee, prior to satisfying the Plan's eligibility conditions,
may make a rollover contribution to the Trust to the same extent and in the same
manner as a Participant. If an Employee makes a rollover contribution to the
Trust prior to satisfying the Plan's eligibility conditions, the Advisory
Committee and Trustee must treat the Employee as a Participant for all purposes
of the Plan except the Employee is not a Participant for purposes of sharing in
Employer contributions or Participant forfeitures under the Plan until he
actually becomes a Participant in the Plan. If the Employee has a Separation
from Service prior to becoming a Participant, the Trustee will distribute his
rollover contribution Account to him as if it were an Employer contribution
Account.



    4.04 PARTICIPANT CONTRIBUTION - FORFEITABILITY. A Participant's Accrued
Benefit is, at all times, 100% Nonforfeitable to the extent the value of his
Accrued Benefit is derived from his Participant contributions described in this
Article IV.



    4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. A Participant, by
giving prior written notice to the Trustee, may withdraw all or any part of the
value of his Accrued Benefit derived from his Participant contributions
described in this Article IV. A distribution of Participant contributions must
comply with the joint and survivor requirements described in Article VI, if
those requirements apply to the Participant. A Participant may not exercise his
right to withdraw the value of his Accrued Benefit derived from his Participant
contributions more than once during any Plan Year. The Trustee, in accordance
with the direction of the Advisory Committee, will distribute a Participant's
unwithdrawn Accrued Benefit attributable to his Participant contributions in
accordance with the provisions of Article VI applicable to the distribution of
the Participant's Nonforfeitable Accrued Benefit.



    4.06 PARTICIPANT CONTRIBUTION - ACCRUED BENEFIT. The Advisory Committee must
maintain a separate Account(s) in the name of each Participant to reflect the
Participant's Accrued Benefit under the Plan derived from his Participant
contributions. A Participant's Accrued Benefit derived from his Participant
contributions as of any applicable date is the balance of his separate
Participant contribution Account(s).







                                    ARTICLE V
                             TERMINATION OF SERVICE
                               PARTICIPANT VESTING




                                       14
<PAGE>

     5.01 NORMAL RETIREMENT AGE. The Employer must define Normal Retirement Age
in its Adoption Agreement. A Participant's Accrued Benefit derived from Employer
contributions is 100% Nonforfeitable upon and after his attaining Normal
Retirement Age (if employed by the Employer on or after that date).



     5.02 PARTICIPANT DISABILITY OR DEATH. The Employer may elect in its
Adoption Agreement to provide a Participant's Accrued Benefit derived from
Employer contributions will be 100% Nonforfeitable if the Participant's
Separation from Service is a result of his death or his disability.



     5.03 VESTING SCHEDULE. Except as provided in Sections 5.01 and 5.02, for
each Year of Service, a Participant's Nonforfeitable percentage of his Accrued
Benefit derived from Employer contributions equals the percentage in the vesting
schedule completed by the Employer in its Adoption Agreement.


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



     To apply this formula, "P" is the Participant's current vesting percentage
at the relevant time, "AB" is the Participant's Employer-derived Accrued Benefit
at the relevant time, "R" is the ratio of "AB" to the Participant's
Employer-derived Accrued Benefit immediately following the earlier distribution
and "D" is the amount of the earlier distribution. If, under a restated Plan,
the Plan has made distribution to a partially-vested Participant prior to its
restated Effective Date and is unable to apply the cash-out provisions of
Section 5.04 to that prior distribution, this special vesting formula also
applies to that Participant's remaining Account. The Employer, in an addendum to
its Adoption Agreement, numbered Section 5.03, may elect to modify this formula
to read as follows: P(AB + D) - D.


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

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


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


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


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



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


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

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


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


     (C) 0% VESTED PARTICIPANT. The Employer must specify in its Adoption
Agreement whether the deemed cash-out rule


                                       15
<PAGE>
applies to a 0% vested Participant. A 0% vested Participant is a Participant
whose Accrued Benefit derived from Employer contributions is entirely
forfeitable at the time of his Separation from Service. If the Participant's
Account is not entitled to an allocation of Employer contributions for the Plan
Year in which he has a Separation from Service, the Advisory Committee will
apply the deemed cash-out rule as if the 0% vested Participant received a
cash-out distribution on the date of the Participant's Separation from Service.
If the Participant's Account is entitled to an allocation of Employer
contributions or Participant forfeitures for the Plan Year in which he has a
Separation from Service, the Advisory Committee will apply the deemed cash-out
rule as if the 0% vested Participant received a cash-out distribution on the
first day of the first Plan Year beginning after his Separation from Service.
For purposes of applying the restoration provisions of this Section 5.04, the
Advisory Committee will treat the 0% vested Participant as repaying his cash-out
"distribution" on the first date of his re-employment with the Employer. If the
deemed cash-out rule does not apply to the Employer's Plan, a 0% vested
Participant will not incur a forfeiture until he incurs a Forfeiture Break in
Service.

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

    5.06 YEAR OF SERVICE - VESTING. For purposes of vesting under Section 5.03,
Year of Service means any 12-consecutive month period designated in the
Employer's Adoption Agreement during which an Employee completes not less than
the number of Hours of Service (not exceeding 1,000) specified in the Employer's
Adoption Agreement. A Year of Service includes any Year of Service earned prior
to the Effective Date of the Plan, except as provided in Section 5.08.

    5.07 BREAK IN SERVICE - VESTING. For purposes of this Article V, a
Participant incurs a "Break in Service" if during any vesting computation period
he does not complete more than 500 Hours of Service. If, pursuant to Section
5.06, the Plan does not require more than 500 Hours of Service to receive credit
for a Year of Service, a Participant incurs a Break in Service in a vesting
computation period in which he fails to complete a Year of Service.

    5.08 INCLUDED YEARS OF SERVICE - VESTING. For purposes of determining "Years
of Service" under Section 5.06, the Plan takes into account all Years of Service
an Employee completes with the Employer except:

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

    (b) The Plan disregards any Year of Service excluded under the Employer's
    Adoption Agreement.

    The Plan does not apply the Break in Service rule under US Code
ss.411(a)(6)(B). Therefore, an Employee need not complete a Year of Service
after a Break in Service before the Plan takes into account the Employee's
otherwise includible Years of Service under this Article V.

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

    (a) The last day of the vesting computation period in which the Participant
    first incurs a Forfeiture Break in Service; or

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

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

                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENT OF BENEFITS

         6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to Section
6.03, the Participant or the Beneficiary elects in writing to a different time
or method of payment, the Advisory Committee will direct the Trustee to commence
distribution of a Participant's Nonforfeitable Accrued Benefit in accordance
with this Section 6.01. A Participant must consent, in writing, to any
distribution required under this Section 6.01 if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of the distribution to
the Participant, exceeds $5,000 and the Participant has not attained the later
of Normal Retirement Age or age 62. Furthermore, the Participant's spouse also
must consent, in writing, to any distribution, for which Section 6.04 requires
the spouse's consent. For all purposes of this Article VI, the term "annuity
starting date" means the first day of the first period for which the Plan pays
an amount as an annuity or in any other form. A distribution date under this
Article VI, unless otherwise specified within the Plan, is the date or dates the
Employer specifies in the Adoption Agreement, or as soon as administratively
practicable following that distribution date. For purposes of the consent
requirements under this Article VI, if the present value of the Participant's
Nonforfeitable Accrued

                                       16
<PAGE>

Benefit, at the time of any distribution, exceeds $5,000, the Advisory Committee
must treat that present value as exceeding $5,000 for purposes of all subsequent
Plan distributions to the Participant.



         (A) SEPARATION FROM SERVICE FOR A REASON OTHER THAN DEATH.



         (1) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $5,000.
If the Participant's Separation from Service is for any reason other than death,
the Advisory Committee will direct the Trustee to distribute the Participant's
Nonforfeitable Accrued Benefit in a lump sum, on the distribution date the
Employer specifies in the Adoption Agreement, but in no event later than the
60th day following the close of the Plan Year in which the Participant attains
Normal Retirement Age. If the Participant has attained Normal Retirement Age at
the time of his Separation from Service, the distribution under this paragraph
will occur no later than the 60th day following the close of the Plan Year in
which the Participant's Separation from Service occurs.



         (2) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $5.000. If the
Participant's Separation from Service is for any reason other than death, the
Advisory Committee will direct the Trustee to commence distribution of the
Participant's Nonforfeitable Accrued Benefit in a form and at the time elected
by the Participant, pursuant to Section 6.03. In the absence of an election by
the Participant, the Advisory Committee will direct the Trustee to distribute
the Participant's Nonforfeitable Accrued Benefit in a lump sum (or, if
applicable, the normal annuity form of distribution required under Section
6.04), on the 60th day following the close of the Plan Year in which the latest
of the following events occurs: (a) the Participant attains Normal Retirement
Age; (b) the Participant attains age 62; or (c) the Participant's Separation
from Service.



         (3) DISABILITY. If the Participant's Separation from Service is because
of his disability, the Advisory Committee will direct the Trustee to pay the
Participant's Nonforfeitable Accrued Benefit in lump sum, on the distribution
date the Employer specifies in the Adoption Agreement, subject to the notice and
consent requirements of this Article VI and subject to the applicable mandatory
commencement dates described in Paragraphs (1) and (2).



         (4) HARDSHIP. Prior to the time at which the Participant may receive
distribution under Paragraphs (1), (2) or (3), the Participant may request a
distribution from his Nonforfeitable Accrued Benefit in an amount necessary to
satisfy a hardship, if the Employer elects in the Adoption Agreement to permit
hardship distributions. Unless the Employer elects otherwise in the Adoption
Agreement, a hardship distribution must be on account of any of the following:
(a) medical expenses; (b) the purchase (excluding mortgage payments) of the
Participant's principal residence; (c) post-secondary education tuition, for the
next semester or quarter, for the Participant or for the Participant's spouse,
children or dependents; (d) to prevent the eviction of the Participant from his
principal residence or the foreclosure on the mortgage of the Participant's
principal residence; (e) funeral expenses of the Participant's family member; or
(f) the Participant's disability. A partially-vested Participant may not receive
a hardship distribution described in this Paragraph (A)(4) prior to incurring a
Forfeiture Break in Service, unless the hardship distribution is a cash-out
distribution (as defined in Article V). The Advisory Committee will direct the
Trustee to make the hardship distribution as soon as administratively
practicable after the Participant makes a valid request for the hardship
distribution.




         (B) REQUIRED BEGINNING DATE. If any distribution com-mencement date
described under Paragraph (A) of this Section 6.01, either by Plan provision or
by Participant election (or nonelection), is later than the Participant's
Required Beginning Date, the Advisory Committee instead must direct the Trustee
to make distribution on the Participant's Required Beginning Date, subject to
the transitional election, if applicable, under Section 6.03(D). A Participant's
Required Beginning Date is the April 1 following the close of the calendar year
in which the Participant attains age 70 1/2. However, if the Participant, prior
to incurring a Separation from Service, attained age 70 1/2 by January 1, 1988,
and, for the five Plan Year period ending in the calendar year in which he
attained age 70 1/2 and for all subsequent years, the Participant was not a more
than 5% owner, the Required Beginning Date is the April 1 following the close of
the calendar year in which the Participant separates from Service or, if
earlier, the April 1 following the close of the calendar year in which the
Participant becomes a more than 5% owner. Furthermore, if a Participant who was
not a more than 5% owner attained age 70 1/2 during 1988 and did not incur a
Separation from Service prior to January 1, 1989, his Required Beginning Date is
April 1, 1990. A mandatory distribution at the Participant's Required Beginning
Date will be in lump sum (or, if applicable, the normal annuity form of
distribution required under Section 6.04) unless the Participant, pursuant to
the provisions of this Article VI, makes a valid election to receive an
alternative form of payment.



         (C) DEATH OF THE PARTICIPANT. The Advisory Committee will direct the
Trustee, in accordance with this Section 6.01(C), to distribute to the
Participant's Beneficiary the Participant's Nonforfeitable Accrued Benefit
remaining in the Trust at the time of the Participant's death. Subject to the
requirements of Section 6.04, the Advisory Committee will determine the death
benefit by reducing the Participant's Nonforfeitable Accrued Benefit by any
security interest the Plan has against that Nonforfeitable Accrued Benefit by
reason of an outstanding Participant loan.



         (1) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES NOT
EXCEED $5,000. The Advisory Committee, subject to the requirements of Section
6.04, must direct the Trustee to distribute the deceased Participant's
Nonforfeitable Accrued Benefit in a single sum, as soon as administratively
practicable following the Participant's death or, if later, the date on which
the Advisory Committee receives notification of or otherwise confirms the
Participant's death.



         (2) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS
$5,000. The Advisory Committee will direct the Trustee to distribute the
deceased Participant's Nonforfeitable Accrued Benefit at the time and in the
form elected by the Participant or, if applicable by the Beneficiary, as
permitted under this Article VI. In the absence of an election, subject to the
requirements of Section 6.04, the Advisory Committee will direct the Trustee to
distribute the Participant's undistributed Nonforfeitable Accrued Benefit in a
lump sum on the first distribution date following the close of the Plan Year in
which the Participant's death occurs or, if later, the first distribution date
following the date the Advisory


                                       17
<PAGE>

Committee receives notification of or otherwise confirms the Participant's
death.



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




         6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. Subject to the annuity
distribution requirements, if any, prescribed by Section 6.04, and any
restrictions prescribed by Section 6.03, a Participant or Beneficiary may elect
distribution under one, or any combination, of the following methods: (a) by
payment in a lump sum; or (b) by payment in monthly, quarterly or annual
installments over a fixed reasonable period of time, not exceeding the life
expectancy of the Participant, or the joint life and last survivor expectancy of
the Participant and his Beneficiary. The Employer may elect in its Adoption
Agreement to modify the methods of payment available under this Section 6.02.



   The distribution options permitted under this Section 6.02 are available only
if the present value of the Participant Nonforfeitable Accrued Benefit, at the
time of the distribution to the Participant, exceeds $5,000. To facilitate
installment payments under this Article VI, the Advisory Committee may direct
the Trustee to segregate all or any part of the Participant's Accrued Benefit in
a separate Account. The Trustee will invest the Participant's segregated Account
in Federally insured interest bearing savings account(s) or time deposit(s) (or
a combination of both), or in other fixed income investments. A segregated
Account remains a part of the Trust, but it alone shares in any income it earns,
and it alone bears any expense or loss it incurs. A Participant or Beneficiary
may elect to receive an installment distribution in the form of a
Nontransferable Annuity Contract. Under an installment distribution, the
Participant or Beneficiary, at any time, may elect to accelerate the payment of
all, or any portion, of the Participant's unpaid Nonforfeitable Accrued Benefit,
subject to the requirements of Section 6.04.



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



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



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



    (B) MINIMUM DISTRIBUTION REQUIREMENTS FOR BENEFICIARIES. The method of
distribution to the Participant's Beneficiary must satisfy US Code ss.401(a)(9)
and the applicable Treasury regulations. If the Participant's death occurs after
his Required Beginning Date or, if earlier, the date the Participant commences
an irrevocable annuity pursuant to Section 6.04, the method of payment to the
Beneficiary must provide for completion of payment over a period which does not
exceed the payment period which had commenced for the


                                       18
<PAGE>

Participant. If the Participant's death occurs prior to his Required Beginning
Date, and the Participant had not commenced an irrevocable annuity pursuant to
Section 6.04, the method of payment to the Beneficiary, subject to Section 6.04,
must provide for completion of payment to the Beneficiary over a period not
exceeding: (i) 5 years after the date of the Participant's death; or (ii) if the
Beneficiary is a designated Beneficiary, the designated Beneficiary's life
expectancy. The Advisory Committee may not direct payment of the Participant's
Nonforfeitable Accrued Benefit over a period described in clause (ii) unless the
Trustee will commence payment to the designated Beneficiary no later than the
December 31 following the close of the calendar year in which the Participant's
death occurred or, if later, and the designated Beneficiary is the Participant's
surviving spouse, December 31 of the calendar year in which the Participant
would have attained age 70 1/2. If the Trustee will make distribution in
accordance with clause (ii), the minimum distribution for a calendar year equals
the Participant's Nonforfeitable Accrued Benefit as of the latest valuation date
preceding the beginning of the calendar year divided by the designated
Beneficiary's life expectancy. The Advisory Committee must use the unisex life
expectancy multiples under Treas. Reg. ss.1.72-9 for purposes of applying this
paragraph. The Advisory Committee, only upon the written request of the
Participant or of the Participant's surviving spouse, will recalculate the life
expectancy of the Participant's surviving spouse not more frequently than
annually, but may not recalculate the life expectancy of a nonspouse designated
Beneficiary after the Trustee commences payment to the designated Beneficiary.
The Advisory Committee will apply this paragraph by treating any amount paid to
the Participant's child, which becomes payable to the Participant's surviving
spouse upon the child's attaining the age of majority, as paid to the
Participant's surviving spouse. Upon the Beneficiary's written request, the
Advisory Committee must direct the Trustee to accelerate payment of all, or any
portion, of the Participant's unpaid Accrued Benefit, as soon as
administratively practicable following the effective date of that request.



    6.03 BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days, but not later than
30 days, before the Participant's annuity starting date, the Advisory Committee
must provide a benefit notice to a Participant who is eligible to make an
election under this Section 6.03. The benefit notice must explain the optional
forms of benefit in the Plan, including the material features and relative
values of those options, and the Participant's right to defer distribution until
he attains the later of Normal Retirement Age or age 62.



    If a Participant or Beneficiary makes an election prescribed by this Section
6.03, the Advisory Committee will direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in accordance with that election.
Any election under this Section 6.03 is subject to the requirements of Section
6.02 and of Section 6.04. The Participant or Beneficiary must make an election
under this Section 6.03 by filing his election with the Advisory Committee at
any time before the Trustee otherwise would commence to pay a Participant's
Accrued Benefit in accordance with the requirements of Article VI.



    (A) PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. If the present
value of a Participant's Nonforfeitable Accrued Benefit exceeds $5,000, he may
elect to have the Trustee commence distribution as of any distribution date
permitted under the Employer's Adoption Agreement Section 6.03. The Participant
may reconsider an election at any time prior to the annuity starting date and
elect to commence distribution as of any other distribution date permitted under
the Employer's Adoption Agreement Section 6.03. If the Participant is
partially-vested in his Accrued Benefit, an election under this Paragraph (A) to
distribute prior to the Participant's incurring a Forfeiture Break in Service
(as defined in Section 5.08), must be in the form of a cash-out distribution (as
defined in Article V). A Participant may not receive a cash-out distribution if,
prior to the time the Trustee actually makes the cash-out distribution, the
Participant returns to employment with the Employer. Following his attainment of
Normal Retirement Age, a Participant who has separated from Service may elect
distribution as of any distribution date, irrespective of the elections under
Adoption Agreement Section 6.03.




    (B) PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE. The Employer
must specify in its Adoption Agreement the distribution election rights, if any,
a Participant has prior to his Separation from Service. A Participant must make
an election under this Section 6.03(B) on a form prescribed by the Advisory
Committee at any time during the Plan Year for which his election is to be
effective. In his written election, the Participant must specify the percentage
or dollar amount he wishes the Trustee to distribute to him. The Participant's
election relates solely to the percentage or dollar amount specified in his
election form and his right to elect to receive an amount, if any, for a
particular Plan Year greater than the dollar amount or percentage specified in
his election form terminates on the Accounting Date. The Trustee must make a
distribution to a Participant in accordance with his election under this Section
6.03(B) within the 90 day period (or as soon as administratively practicable)
after the Participant files his written election with the Trustee. The Trustee
will distribute the balance of the Participant's Accrued Benefit not distributed
pursuant to his election(s) in accordance with the other distribution provisions
of this Plan.



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



    (D) TRANSITIONAL ELECTIONS. Notwithstanding the provisions of Sections 6.01
and 6.02, if the Participant (or Beneficiary) signed a written distribution
designation prior to January 1, 1984, the Advisory Committee must distribute the
Participant's Nonforfeitable Accrued Benefit in accordance with that
designation, subject however, to the survivor requirements, if applicable, of
Sections 6.04, 6.05 and 6.06. This Section 6.03(D) does not apply to a pre-1984
distribution designation, and the Advisory Committee will not comply with that
designation, if any of the following applies: (1) the method of distribution
would have disqualified the Plan under US Code ss.401(a)(9) as in effect on
December 31, 1983; (2) the Participant did not have an Accrued Benefit as of
December 31, 1983; (3) the distribution designation does not specify the timing
and form of the distribution and the death Beneficiaries (in order of priority);
(4) the substitution of a Beneficiary modifies the payment period of the
distribution; or, (5) the Participant (or Beneficiary) modifies or revokes the
distribution designation. In the event of a revocation, the Plan must

                                       19
<PAGE>

distribute, no later than December 31 of the calendar year following the year of
revocation, the amount which the Participant would have received under Section
6.02(A) if the distribution designation had not been in effect or, if the
Beneficiary revokes the distribution designation, the amount which the
Beneficiary would have received under Section 6.02(B) if the distribution
designation had not been in effect. The Advisory Committee will apply this
Section 6.03(D) to rollovers and transfers in accordance with Part J of the US
Code ss.401(a)(9) Treasury regulations.



    6.04 ANNUITY  DISTRIBUTIONS  TO  PARTICIPANTS  AND  SURVIVING  SPOUSES.


    (A) JOINT AND SURVIVOR ANNUITY. The Advisory Committee must direct the
Trustee to distribute a married or unmarried Participant's Nonforfeitable
Accrued Benefit in the form of a qualified joint and survivor annuity, unless
the Participant makes a valid waiver election (described in Section 6.05) within
the 90 day period ending on the annuity starting date. If, as of the annuity
starting date, the Participant is married, a qualified joint and survivor
annuity is an immediate annuity which is purchasable with the Participant's
Nonforfeitable Accrued Benefit and which provides a life annuity for the
Participant and a survivor annuity payable for the remaining life of the
Participant's surviving spouse equal to 50% of the amount of the annuity payable
during the life of the Participant. If, as of the annuity starting date, the
Participant is not married, a qualified joint and survivor annuity is an
immediate life annuity for the Participant which is purchasable with the
Participant's Nonforfeitable Accrued Benefit. On or before the annuity starting
date, the Advisory Committee, without Participant or spousal consent, must
direct the Trustee to pay the Participant's Nonforfeitable Accrued Benefit in a
lump sum, in lieu of a qualified joint and survivor annuity, in accordance with
Section 6.01, if the Participant's Nonforfeitable Accrued Benefit is not greater
than $5,000. This Section 6.04(A) applies only to a Participant who has
completed at least one Hour of Service with the Employer after August 22, 1984.



    (B) PRERETIREMENT SURVIVOR ANNUITY. If a married Participant dies prior to
his annuity starting date, the Advisory Committee will direct the Trustee to
distribute a portion of the Participant's Nonforfeitable Accrued Benefit to the
Participant's surviving spouse in the form of a preretirement survivor annuity,
unless the Participant has a valid waiver election (as described in Section
6.06) in effect, or unless the Participant and his spouse were not married
throughout the one year period ending on the date of his death. A preretirement
survivor annuity is an annuity which is purchasable with 50% of the
Participant's Nonforfeitable Accrued Benefit (determined as of the date of the
Participant's death) and which is payable for the life of the Participant's
surviving spouse. The value of the preretirement survivor annuity is
attributable to Employer contributions and to Employee contributions in the same
proportion as the Participant's Nonforfeitable Accrued Benefit is attributable
to those contributions. The portion of the Participant's Nonforfeitable Accrued
Benefit not payable under this paragraph is payable to the Participant's
Beneficiary, in accordance with the other provisions of this Article VI. If the
present value of the preretirement survivor annuity does not exceed $5,000, the
Advisory Committee, on or before the annuity starting date, must direct the
Trustee to make a lump sum distribution to the Participant's surviving spouse,
in lieu of a preretirement survivor annuity. This Section 6.04(B) applies only
to a Participant who dies after August 22, 1984, and either (i) completes at
least one Hour of Service with the Employer after August 22, 1984, or (ii)
separated from Service with at least 10 Years of Service (as defined in Section
5.06) and completed at least one Hour of Service with the Employer in a Plan
Year beginning after December 31, 1975.



    (C) SURVIVING SPOUSE ELECTIONS. If the present value of the preretirement
survivor annuity exceeds $5,000, the Participant's surviving spouse may elect to
have the Trustee commence payment of the preretirement survivor annuity at any
time following the date of the Participant's death, but not later than the
mandatory distribution periods described in Section 6.02, and may elect any of
the forms of payment described in Section 6.02, in lieu of the preretirement
survivor annuity. In the absence of an election by the surviving spouse, the
Advisory Committee must direct the Trustee to distribute the preretirement
survivor annuity on the first distribution date following the close of the Plan
Year in which the latest of the following events occurs: (i) the Participant's
death; (ii) the date the Advisory Committee receives notification of or
otherwise confirms the Participant's death; (iii) the date the Participant would
have attained Normal Retirement Age; or (iv) the date the Participant would have
attained age 62.



    (D) SPECIAL RULES. If the Participant has in effect a valid waiver election
regarding the qualified joint and survivor annuity or the preretirement survivor
annuity, the Advisory Committee must direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in accordance with Sections 6.01,
6.02 and 6.03. The Advisory Committee will reduce the Participant's
Nonforfeitable Accrued Benefit by any security interest (pursuant to any offset
rights authorized by Section 10.03[E]) held by the Plan by reason of a
Participant loan to determine the value of the Participant's Nonforfeitable
Accrued Benefit distributable in the form of a qualified joint and survivor
annuity or preretirement survivor annuity, provided any post-August 18, 1985,
loan satisfied the spousal consent requirement described in Section 10.03[E] of
the Plan. For purposes of applying this Article VI, the Advisory Committee
treats a former spouse as the Participant's spouse or surviving spouse to the
extent provided under a qualified domestic relations order described in Section
6.07. The provisions of this Section 6.04, and of Sections 6.05 and 6.06, apply
separately to the portion of the Participant's Nonforfeitable Accrued Benefit
subject to the qualified domestic relations order and to the portion of the
Participant's Nonforfeitable Accrued Benefit not subject to that order.



    (E) PROFIT SHARING PLAN ELECTION. If this Plan is a profit sharing plan, the
Employer must elect the extent to which the preceding provisions of Section 6.04
apply. If the Employer elects to apply this Section 6.04 only to a Participant
described in this Section 6.04(E), the preceding provisions of this Section 6.04
apply only to the following Participants: (1) a Participant as respects whom the
Plan is a direct or indirect transferee from a plan subject to the US Code
ss.417 requirements and the Plan received the transfer after December 31, 1984,
unless the transfer is an elective transfer described in Section 13.06; (2) a
Participant who elects a life annuity distribution (if Section 6.02 or Section
13.02 of the Plan requires the Plan to provide a life annuity distribution
option); and (3) a Participant whose benefits under a defined benefit plan
maintained by the Employer are offset by benefits provided under this Plan. If
the Employer elects to apply this Section 6.04 to all Participants,


                                       20
<PAGE>

the preceding provisions of this Section 6.04 apply to all Participants
described in the first two paragraphs of this Section 6.04, without regard to
the limitations of this Section 6.04(E). Sections 6.05 and 6.06 only apply to
Participants to whom the preceding provisions of this Section 6.04 apply.

    6.05 WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY. Not earlier
than 90 days, but not later than 30 days, before the Participant's annuity
starting date, the Advisory Committee must provide the Participant a written
explanation of the terms and conditions of the qualified joint and survivor
annuity, the Participant's right to make, and the effect of, an election to
waive the joint and survivor form of benefit, the rights of the Participant's
spouse regarding the waiver election and the Participant's right to make, and
the effect of, a revocation of a waiver election. The Plan does not limit the
number of times the Participant may revoke a waiver of the qualified joint and
survivor annuity or make a new waiver during the election period.

    A married Participant's waiver election is not valid unless (a) the
Participant's spouse (to whom the survivor annuity is payable under the
qualified joint and survivor annuity), after the Participant has received the
written explanation described in this Section 6.05, has consented in writing to
the waiver election, the spouse's consent acknowledges the effect of the
election, and a notary public or the Plan Administrator (or his representative)
witnesses the spouse's consent, (b) the spouse consents to the alternate form of
payment designated by the Participant or to any change in that designated form
of payment, and (c) unless the spouse is the Participant's sole primary
Beneficiary, the spouse consents to the Participant's Beneficiary designation or
to any change in the Participant's Beneficiary designation. The spouse's consent
to a waiver of the qualified joint and survivor annuity is irrevocable, unless
the Participant revokes the waiver election. The spouse may execute a blanket
consent to any form of payment designation or to any Beneficiary designation
made by the Participant, if the spouse acknowledges the right to limit that
consent to a specific designation but, in writing, waives that right. The
consent requirements of this Section 6.05 apply to a former spouse of the
Participant, to the extent required under a qualified domestic relations order
described in Section 6.07.

    The Advisory Committee will accept as valid a waiver election which does not
satisfy the spousal consent requirements if the Advisory Committee establishes
the Participant does not have a spouse, the Advisory Committee is not able to
locate the Participant's spouse, the Participant is legally separated or has
been abandoned (within the meaning of State law) and the Participant has a court
order to that effect, or other circumstances exist under which the Secretary of
the Treasury will excuse the consent requirement. If the Participant's spouse is
legally incompetent to give consent, the spouse's legal guardian (even if the
guardian is the Participant) may give consent.

    6.06 WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY. The Advisory
Committee must provide a written explanation of the preretirement survivor
annuity to each married Participant, within the following period which ends
last: (1) the period beginning on the first day of the Plan Year in which the
Participant attains age 32 and ending on the last day of the Plan Year in which
the Participant attains age 34; (2) a reasonable period after an Employee
becomes a Participant; (3) a reasonable period after the joint and survivor
rules become applicable to the Participant; or (4) a reasonable period after a
fully subsidized preretirement survivor annuity no longer satisfies the
requirements for a fully subsidized benefit. A reasonable period described in
clauses (2), (3) and (4) is the period beginning one year before and ending one
year after the applicable event. If the Participant separates from Service
before attaining age 35, clauses (1), (2), (3) and (4) do not apply and the
Advisory Committee must provide the written explanation within the period
beginning one year before and ending one year after the Separation from Service.
The written explanation must describe, in a manner consistent with Treasury
regulations, the terms and conditions of the preretirement survivor annuity
comparable to the explanation of the qualified joint and survivor annuity
required under Section 6.05. The Plan does not limit the number of times the
Participant may revoke a waiver of the preretirement survivor annuity or make a
new waiver during the election period.

    A Participant's waiver election of the preretirement survivor annuity is not
valid unless (a) the Participant makes the waiver election no earlier than the
first day of the Plan Year in which he attains age 35 and (b) the Participant's
spouse (to whom the preretirement survivor annuity is payable) satisfies the
consent requirements described in Section 6.05, except the spouse need not
consent to the form of benefit payable to the designated Beneficiary. The
spouse's consent to the waiver of the preretirement survivor annuity is
irrevocable, unless the Participant revokes the waiver election. Irrespective of
the time of election requirement described in clause (a), if the Participant
separates from Service prior to the first day of the Plan Year in which he
attains age 35, the Advisory Committee will accept a waiver election as respects
the Participant's Accrued Benefit attributable to his Service prior to his
Separation from Service. Furthermore, if a Participant who has not separated
from Service makes a valid waiver election, except for the timing requirement of
clause (a), the Advisory Committee will accept that election as valid, but only
until the first day of the Plan Year in which the Participant attains age 35. A
waiver election described in this paragraph is not valid unless made after the
Participant has received the written explanation described in this Section 6.06.

   6.07 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing contained in
this Plan prevents the Trustee, in accordance with the direction of the Advisory
Committee, from complying with the provisions of a qualified domestic relations
order (as defined in US Code ss.414(p)). This Plan specifically permits
distribution to an alternate payee under a qualified domestic relations order at
any time, irrespective of whether the Participant has attained his earliest
retirement age (as defined under US Code ss.414(p)) under the Plan. A
distribution to an alternate payee prior to the Participant's attainment of
earliest retirement age is available only if: (1) the order specifies
distribution at that time or permits an agreement between the Plan and the
alternate payee to authorize an earlier distribution; and (2) if the present
value of the alternate payee's benefits under the Plan exceeds $5,000, and the
order requires, the alternate payee consents to any distribution occurring prior
to the Participant's attainment of earliest retirement age. The Employer, in an
addendum to its Adoption Agreement numbered 6.07, may elect to limit
distribution to an alternate payee only when the Participant has attained his
earliest retirement age under the Plan. Nothing in this Section 6.07 gives a
Participant a right to receive
                                       21
<PAGE>

distribution at a time otherwise not permitted under the Plan nor does it permit
the alternate payee to receive a form of payment not otherwise permitted under
the Plan.



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



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



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





                                   ARTICLE VII
                       EMPLOYER ADMINISTRATIVE PROVISIONS


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



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



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



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



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



   If the Employer makes a permissible amendment to the vesting schedule, each
Participant having at least 3 Years of Service with the Employer may elect to
have the percentage of his Nonforfeitable Accrued Benefit computed under the
Plan without regard to the amendment. For Plan Years beginning prior to January
1, 1989, the election described in the preceding sentence applies only to
Participants having at least 5 Years of Service with the Employer. The
Participant must file his election with the Advisory Committee within 60 days of
the latest of (a) the Employer's adoption of the amendment; (b) the


                                       22
<PAGE>

effective date of the amendment; or (c) his receipt of a copy of the amendment.
The Advisory Committee, as soon as practicable, must forward a true copy of any
amendment to the vesting schedule to each affected Participant, together with an
explanation of the effect of the amendment, the appropriate form upon which the
Participant may make an election to remain under the vesting schedule provided
under the Plan prior to the amendment and notice of the time within which the
Participant must make an election to remain under the prior vesting schedule.
The election described in this Section 7.05 does not apply to a Participant if
the amended vesting schedule provides for vesting at least as rapid at all times
as the vesting schedule in effect prior to the amendment. For purposes of this
Section 7.05, an amendment to the vesting schedule includes any Plan amendment
which directly or indirectly affects the computation of the Nonforfeitable
percentage of an Employee's rights to his Employer derived Accrued Benefit.
Furthermore, the Advisory Committee must treat any shift in the vesting
schedule, due to a change in the Plan's top heavy status, as an amendment to the
vesting schedule for purposes of this Section 7.05.






                                  ARTICLE VIII
                      PARTICIPANT ADMINISTRATIVE PROVISIONS


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



    (A) COORDINATION WITH SURVIVOR REQUIREMENTS. If the joint and survivor
requirements of Article VI apply to the Participant, this Section 8.01 does not
impose any special spousal consent requirements on the Participant's Beneficiary
designation. However, in the absence of spousal consent (as required by Article
VI) to the Participant's Beneficiary designation: (1) any waiver of the joint
and survivor annuity or of the preretirement survivor annuity is not valid; and
(2) if the Participant dies prior to his annuity starting date, the
Participant's Beneficiary designation will apply only to the portion of the
death benefit which is not payable as a preretirement survivor annuity.
Regarding clause (2), if the Participant's surviving spouse is a primary
Beneficiary under the Participant's Beneficiary designation, the Trustee will
satisfy the spouse's interest in the Participant's death benefit first from the
portion which is payable as a preretirement survivor annuity.



    (B) PROFIT SHARING PLAN EXCEPTION. If the Plan is a profit sharing plan, the
Beneficiary designation of a married Exempt Participant is not valid unless the
Participant's spouse consents (in a manner described in Section 6.05) to the
Beneficiary designation. An "Exempt Participant" is a Participant who is not
subject to the joint and survivor requirements of Article VI. The spousal
consent requirement in this paragraph does not apply if the Exempt Participant
and his spouse are not married throughout the one year period ending on the date
of the Participant's death, or if the Participant's spouse is the Participant's
sole primary Beneficiary.



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



    (a) The Participant's surviving spouse;



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


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



    (d) The Participant's estate.



    If the Beneficiary does not predecease the Participant, but dies prior to
distribution of the Participant's entire Nonforfeitable Accrued Benefit, the
Trustee will pay the remaining Nonforfeitable Accrued Benefit to the
Beneficiary's estate unless the Participant's Beneficiary designation provides
otherwise or unless the Employer provides otherwise in its Adoption Agreement.
If the Plan is a profit sharing plan, and the Plan includes Exempt Participants,
the Employer may not specify a different order of priority in the Adoption
Agreement unless the Participant's surviving spouse will be first in the
different order of priority. The Advisory Committee will direct the Trustee as
to the method and to whom the Trustee will make payment under this Section 8.02.



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



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



    8.05 ASSIGNMENT OR ALIENATION. Subject to US Code ss.414(p) or ERISA ss.206
relating to qualified domestic relations orders, neither a Participant nor a
Beneficiary may anticipate, assign or alienate (either at law or in equity) any
benefit provided under the Plan, and the Trustee will not recognize any such
anticipation, assignment or alienation. Furthermore, a benefit under the Plan is
not subject to attachment, garnishment, levy, execution or other legal or
equitable process.





                                       23
<PAGE>

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



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



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



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


    (a) The specific reason for the denial;



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



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



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



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



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



    8.10 PARTICIPANT DIRECTION OF INVESTMENT. A Participant has the right to
direct the Trustee with respect to the investment or re-investment of the assets
comprising the Participant's individual Account only if the Trustee consents in
writing to permit such direction. If the Trustee consents to Participant
direction of investment, the Trustee will accept direction from each Participant
on a written election form (or other written agreement), as a part of this Plan,
containing such conditions, limitations and other provisions the parties deem
appropriate. The Trustee or, with the Trustee's consent, the Advisory Committee,
may establish written procedures, incorporated specifically as part of this
Plan, relating to Participant direction of investment under this Section 8.10.
The Trustee will maintain a segregated investment Account to the extent a
Participant's Account is subject to Participant self-direction. The Trustee is
not liable for any loss, nor is the Trustee liable for any breach, resulting
from a Participant's direction of the investment of any part of his directed
Account.



    The Advisory Committee, to the extent provided in a written loan policy
adopted under Section 9.04, will treat a loan made to a Participant as a
Participant direction of investment under this Section 8.10. To the extent of
the loan outstanding at any time, the borrowing Participant's Account alone
shares in any interest paid on the loan, and it alone bears any expense or loss
it incurs in connection with the loan. The Trustee may retain any principal or
interest paid on the borrowing Participant's loan in an interest bearing
segregated Account on behalf of the borrowing Participant until the Trustee (or
the Named Fiduciary, in the case of a nondiscretionary Trustee) deems it
appropriate to add the amount paid to the Participant's separate Account under
the Plan.



    If the Trustee consents to Participant direction of investment of his
Account, the Plan treats any post-December 31, 1981, investment by a
Participant's directed Account in collectibles (as defined by US Code ss.408(m))
as a deemed distribution to the Participant for Federal income tax purposes.





                                   ARTICLE IX
                               ADVISORY COMMITTEE
                             DUTIES WITH RESPECT TO
                             PARTICIPANTS' ACCOUNTS


    9.01 MEMBERS' COMPENSATION, EXPENSES. The Employer must appoint an Advisory
Committee to administer the Plan, the members of which may or may not be
Participants in the Plan, or which may be the Plan Administrator acting alone.
In the absence of an Advisory Committee appointment,


                                       24
<PAGE>

the Plan Administrator assumes the powers, duties and responsibilities of the
Advisory Committee. The members of the Advisory Committee will serve without
compensation for services as such, but the Employer will pay all expenses of the
Advisory Committee, except to the extent the Trust properly pays for such
expenses, pursuant to Article X.





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





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





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



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


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



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



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





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



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



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



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



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



    (j) To establish, in its sole discretion, a nondiscriminatory policy (see
    Section 9.04(A)) which the Trustee must observe in making loans, if any, to
    Participants and Beneficiaries; and



    (k) To establish and maintain a funding standard account and to make credits
    and charges to the account to the extent required by and in accordance with
    the provisions of the US Code.



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



    (A) LOAN POLICY. If the Advisory Committee adopts a loan policy, pursuant to
paragraph (j), the loan policy must be a written document and must include: (1)
the identity of the person or positions authorized to administer the participant
loan program; (2) a procedure for applying for the loan; (3) the criteria for
approving or denying a loan; (4) the limitations, if any, on the types and
amounts of loans available; (5) the procedure for determining a reasonable rate
of interest; (6) the types of collateral which may secure the loan; and (7) the
events constituting default and the steps the Plan will take to preserve plan
assets in the event of default. This Section 9.04 specifically incorporates a
written loan policy as part of the Employer's Plan.



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





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



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



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



    9.09 INDIVIDUAL ACCOUNTS. The Advisory Committee will maintain, or direct
the Trustee to maintain, a separate Account, or multiple Accounts, in the name
of each Participant to reflect the Participant's Accrued Benefit under the Plan.
If a Participant re-enters the Plan subsequent to his having a Forfeiture Break
in Service, the Advisory Committee, or the Trustee, must maintain a separate
Account for the Participant's pre-Forfeiture Break in Service Accrued Benefit
and a separate Account for his post-Forfeiture Break in Service Accrued Benefit,
unless the Participant's entire Accrued Benefit under the Plan is 100%
Nonforfeitable.



    The Advisory Committee will make its allocations, or request the Trustee to
make its allocations, to the Accounts of the Participants in accordance with the
provisions of Section


                                       25
<PAGE>

9.11. The Advisory Committee may direct the Trustee to maintain a temporary
segregated investment Account in the name of a Participant to prevent a
distortion of income, gain or loss allocations under Section 9.11. The Advisory
Committee must maintain records of its activities.



    9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of each Participant's
Accrued Benefit consists of that proportion of the net worth (at fair market
value) of the Employer's Trust Fund which the net credit balance in his Account
(exclusive of the cash value of incidental benefit insurance contracts) bears to
the total net credit balance in the Accounts (exclusive of the cash value of the
incidental benefit insurance contracts) of all Participants plus the cash
surrender value of any incidental benefit insurance contracts held by the
Trustee on the Participant's life.



    For purposes of a distribution under the Plan, the value of a Participant's
Accrued Benefit is its value as of the valuation date immediately preceding the
date of the distribution. Any distribution (other than a distribution from a
segregated Account) made to a Participant (or to his Beneficiary) more than 90
days after the most recent valuation date may include interest on the amount of
the distribution as an expense of the Trust Fund. The interest, if any, accrues
from such valuation date to the date of the distribution at the rate established
in the Employer's Adoption Agreement.



    9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. A "valuation
date" under this Plan is each Accounting Date and each interim valuation date
determined under Section 10.14. As of each valuation date the Advisory Committee
must adjust Accounts to reflect net income, gain or loss since the last
valuation date. The valuation period is the period beginning the day after the
last valuation date and ending on the current valuation date.




   (A) TRUST FUND ACCOUNTS. The allocation provisions of this paragraph apply
to all Participant Accounts other than segregated investment Accounts. The
Advisory Committee first will adjust the Participant Accounts, as those Accounts
stood at the beginning of the current valuation period, by reducing the Accounts
for any forfeitures arising under Section 5.09 or under Section 9.14, for
amounts charged during the valuation period to the Accounts in accordance with
Section 9.13 (relating to distributions) and Section 11.01 (relating to
insurance premiums), and for the cash value of incidental benefit insurance
contracts. The Advisory Committee then, subject to the restoration allocation
requirements of Section 5.04 or of Section 9.14, will allocate the net income,
gain or loss pro rata to the adjusted Participant Accounts. The allocable net
income, gain or loss is the net income (or net loss), including the increase or
decrease in the fair market value of assets, since the last valuation date.



    (B) SEGREGATED INVESTMENT ACCOUNTS. A segregated investment Account receives
all income it earns and bears all expense or loss it incurs. The Advisory
Committee will adopt uniform and nondiscriminatory procedures for determining
income or loss of a segregated investment Account in a manner which reasonably
reflects investment directions relating to pooled investments and investment
directions occurring during a valuation period. As of the valuation date, the
Advisory Committee must reduce a segregated Account for any forfeiture arising
under Section 5.09 after the Advisory Committee has made all other allocations,
changes or adjustments to the Account for the Plan Year.



    (C) ADDITIONAL RULES. An Excess Amount or suspense account described in Part
2 of Article III does not share in the allocation of net income, gain or loss
described in this Section 9.11. If the Employer maintains its Plan under a US
Code ss.401(k) or PR Code ss.1165(e) Adoption Agreement, the Employer may
specify in its Adoption Agreement alternate valuation provisions authorized by
that Adoption Agreement. This Section 9.11 applies solely to the allocation of
net income, gain or loss of the Trust. The Advisory Committee will allocate the
Employer contributions and Participant forfeitures, if any, in accordance with
Article III.



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



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



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



    If a Participant or Beneficiary who has incurred a forfeiture of his Accrued
Benefit under the provisions of the first paragraph of this Section 9.14 makes a
claim, at any time, for his forfeited Accrued Benefit, the Advisory Committee
must restore the Participant's or Beneficiary's forfeited Accrued


                                       26
<PAGE>

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






                                    ARTICLE X
                             TRUSTEE AND CUSTODIAN,
                                POWERS AND DUTIES


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



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



         10.03    INVESTMENT POWERS.




         [A] DISCRETIONARY TRUSTEE DESIGNATION. If the Employer, in Adoption
Agreement Section 1.02, designates the Trustee to administer the Trust as a
discretionary Trustee, then the Trustee has full discretion and authority with
regard to the investment of the Trust Fund, except with respect to a Plan asset
under the control or direction of a properly appointed Investment Manager or
with respect to a Plan asset properly subject to Employer, Participant or
Advisory Committee direction of investment. The Trustee must coordinate its
investment policy with Plan financial needs as communicated to it by the
Advisory Committee. The Trustee is authorized and empowered, but not by way of
limitation, with the following powers, rights and duties:



    (a) To invest any part or all of the Trust Fund in any common or preferred
    stocks, open-end or closed-end mutual funds, put and call options traded on
    a national exchange, United States retirement plan bonds, corporate bonds,
    debentures, convertible debentures, commercial paper, U.S. Treasury bills,
    U.S. Treasury notes and other direct or indirect obligations of the United
    States Government or its agencies, improved or unimproved real estate
    situated in the United States, limited partnerships, insurance contracts of
    any type, mortgages, notes or other property of any kind, real or personal,
    to buy or sell options on common stock on a nationally recognized exchange
    with or without holding the underlying common stock, to buy and sell
    commodities, commodity options and contracts for the future delivery of
    commodities, and to make any other investments the Trustee deems
    appropriate, as a prudent man would do under like circumstances with due
    regard for the purposes of this Plan. Any investment made or retained by the
    Trustee in good faith is proper but must be of a kind constituting a
    diversification considered by law suitable for trust investments.



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



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



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



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



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



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



    (h) To have with respect to the Trust all of the rights of an individual
    owner, including the power to give proxies, to participate in any voting
    trusts, mergers, consolidations or liquidations, and to exercise or sell
    stock subscriptions or conversion rights.



    (I) To lease for oil, gas and other mineral purposes and to create mineral
    severances by grant or reservation; to pool or


                                       27
<PAGE>

    unitize interests in oil, gas and other minerals; and to enter into
    operating agreements and to execute division and transfer orders.



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



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



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



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



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



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



    [B] NONDISCRETIONARY TRUSTEE DESIGNATION/APPOINTMENT OF CUSTODIAN. If the
Employer, in its Adoption Agreement Section 1.02, designates the Trustee to
administer the Trust as a nondiscretionary Trustee, then the Trustee will not
have any discretion or authority with regard to the investment of the Trust
Fund, but must act solely as a directed trustee of the funds contributed to it.
A nondiscretionary Trustee, as directed trustee of the funds held by it under
the Employer's Plan, is authorized and empowered, by way of limitation, with the
following powers, rights and duties, each of which the nondiscretionary Trustee
exercises solely as directed trustee in accordance with the written direction of
the Named Fiduciary (except to the extent a Plan asset is subject to the control
and management of a properly appointed Investment Manager or subject to Advisory
Committee or Participant direction of investment):



    (a) To invest any part or all of the Trust Fund in any common or preferred
    stocks, open-end or closed-end mutual funds, put and call options traded on
    a national exchange, United States retirement plan bonds, corporate bonds,
    debentures, convertible debentures, commercial paper, U.S. Treasury bills,
    U.S. Treasury notes and other direct or indirect obligations of the United
    States Government or its agencies, improved or unimproved real estate
    situated in the United States, limited partnerships, insurance contracts of
    any type, mortgages, notes or other property of any kind, real or personal,
    to buy or sell options on common stock on a nationally recognized options
    exchange with or without holding the underlying common stock, to buy and
    sell commodities, commodity options and contracts for the future delivery of
    commodities, and to make any other investments the Named Fiduciary deems
    appropriate.




    (b) To retain in cash so much of the Trust Fund as the Named Fiduciary may
    direct in writing to satisfy liquidity needs of the Plan and to deposit any
    cash held in the Trust Fund in a bank account at reasonable interest,
    including, specific authority to invest in any type of deposit of the
    Trustee (or of a bank related to the Trustee within the meaning of US Code
    ss.414(b)) at a reasonable rate of interest.



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



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



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



    (f) To have with respect to the Trust all of the rights of an individual
    owner, including the power to give proxies, to participate in any voting
    trusts, mergers, consolidations or liquidations, and to exercise or sell
    stock subscriptions or conversion rights, provided the exercise of any such
    powers is in accordance with and at the written direction of the Named
    Fiduciary.



    (g) To lease for oil, gas and other mineral purposes and to create mineral
    severances by grant or reservation; to pool or unitize interests in oil, gas
    and other minerals; and to enter into operating agreements and to execute
    division and transfer orders, provided the exercise of any such powers is in
    accordance with and at the written direction of the Named Fiduciary.



    (h) To hold any securities or other property in the name of the
    nondiscretionary Trustee or its nominee, with depositories or agent
    depositories or in another form as the Named Fiduciary may deem best, with
    or without disclosing the custodial relationship.





                                       28
<PAGE>

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



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



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



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



    APPOINTMENT OF CUSTODIAN. The Employer may appoint a Custodian under the
Plan, the acceptance by the Custodian indicated on the execution page of the
Employer's Adoption Agreement. If the Employer appoints a Custodian, the
Employer's Plan must have a discretionary Trustee, as described in Section
10.03[A]. A Custodian has the same powers, rights and duties as a
nondiscretionary Trustee, as described in this Section 10.03[B]. The Custodian
accepts the terms of the Plan and Trust by executing the Employer's Adoption
Agreement. Any reference in the Plan to a Trustee also is a reference to a
Custodian where the context of the Plan dictates. A limitation of the Trustee's
liability by Plan provision also acts as a limitation of the Custodian's
liability. Any action taken by the Custodian at the discretionary Trustee's
direction satisfies any provision in the Plan referring to the Trustee's taking
that action.



    MODIFICATION OF POWERS/LIMITED RESPONSIBILITY. The Employer and the
Custodian or nondiscretionary Trustee, by letter agreement, may limit the powers
of the Custodian or nondiscretionary Trustee to any combination of powers listed
within this Section 10.03[B]. If there is a Custodian or a nondiscretionary
Trustee under the Employer's Plan, then the Employer, in adopting this Plan
acknowledges the Custodian or nondiscretionary Trustee has no discretion with
respect to the investment or re-investment of the Trust Fund and that the
Custodian or nondiscretionary Trustee is acting solely as custodian or as
directed trustee with respect to the assets comprising the Trust Fund.



    [C] LIMITATION OF POWERS OF CERTAIN CUSTODIANS. If a Custodian is a bank
which, under its governing state law, does not possess trust powers, then
paragraphs (a), (c), (e), (f), (g) of Section 10.03[B], Section 10.16 and
Article XI do not apply to that bank and that bank only has the power and
authority to exercise the remaining powers, rights and duties under Section
10.03[B].



    [D] NAMED FIDUCIARY/LIMITATION OF LIABILITY OF NONDISCRETIONARY TRUSTEE OR
CUSTODIAN. Under a nondiscretionary Trustee designation, the Named Fiduciary
under the Employer's Plan has the sole responsibility for the management and
control of the Employer's Trust Fund, except with respect to a Plan asset under
the control or direction of a properly appointed Investment Manager or with
respect to a Plan asset properly subject to Participant or Advisory Committee
direction of investment. If the Employer appoints a Custodian, the Named
Fiduciary is the discretionary Trustee. Under a nondiscretionary Trustee
designation, unless the Employer designates in writing another person or persons
to serve as Named Fiduciary, the Named Fiduciary under the Plan is the president
of a corporate Employer, the managing partner of a partnership Employer or the
sole proprietor, as appropriate. The Named Fiduciary will exercise its
management and control of the Trust Fund through its written direction to the
nondiscretionary Trustee or to the Custodian, whichever applies to the
Employer's Plan.



    The nondiscretionary Trustee or Custodian has no duty to review or to make
recommendations regarding investments made at the written direction of the Named
Fiduciary. The nondiscretionary Trustee or Custodian must retain any investment
obtained at the written direction of the Named Fiduciary until further directed
in writing by the Named Fiduciary to dispose of such investment. The
nondiscretionary Trustee or Custodian is not liable in any manner or for any
reason for making, retaining or disposing of any investment pursuant to any
written direction described in this paragraph. Furthermore, the Employer agrees
to indemnify and to hold the nondiscretionary Trustee or Custodian harmless from
any damages, costs or expenses, including reasonable counsel fees, which the
nondiscretionary Trustee or Custodian may incur as a result of any claim
asserted against the nondiscretionary Trustee, the Custodian or the Trust
arising out of the nondiscretionary Trustee's or Custodian's compliance with any
written direction described in this paragraph.



    [E] PARTICIPANT LOANS. This Section 10.03[E] specifically authorizes the
Trustee to make loans on a nondiscriminatory basis to a Participant or to a
Beneficiary in accordance with the loan policy established by the Advisory
Committee, provided: (1) the loan policy satisfies the requirements of Section
9.04; (2) loans are available to all Participants and Beneficiaries on a
reasonably equivalent basis and are not available in a greater amount for Highly
Compensated Employees than for other Employees; (3) any loan is adequately
secured and bears a reasonable rate of interest; (4) the loan provides for
repayment within a specified time; (5) the default provisions of the note
prohibit offset of the Participant's Nonforfeitable Accrued Benefit prior to the
time the Trustee otherwise would distribute the Participant's Nonforfeitable
Accrued Benefit; (6) the amount of the loan does not exceed (at the time the
Plan extends the loan) the present value of the Participant's Nonforfeitable
Accrued Benefit; and (7) the loan otherwise conforms to the exemption provided
by US Code ss.4975(d)(1). If the joint and survivor requirements of Article VI
apply to the Participant, the Participant may not pledge any portion of his
Accrued Benefit as security for a loan made after August 18, 1985, unless,
within the 90 day period ending on the date the pledge becomes effective, the
Participant's spouse, if any,


                                       29
<PAGE>

consents (in a manner described in Section 6.05 other than the requirement
relating to the consent of a subsequent spouse) to the security or, by separate
consent, to an increase in the amount of security. If the Employer is an
unincorporated trade or business, a Participant who is an Owner-Employee may not
receive a loan from the Plan, unless he has obtained a prohibited transaction
exemption from the Department of Labor. If the Employer is an "S Corporation," a
Participant who is a shareholder-employee (an employee or an officer) who, at
any time during the Employer's taxable year, owns more than 5%, either directly
or by attribution under US Code ss.318(a)(1), of the Employer's outstanding
stock may not receive a loan from the Plan, unless he has obtained a prohibited
transaction exemption from the Department of Labor. If the Employer is not an
unincorporated trade or business nor an "S Corporation," this Section 10.03[E]
does not impose any restrictions on the class of Participants eligible for a
loan from the Plan.



    [F] INVESTMENT IN QUALIFYING EMPLOYER SECURITIES AND QUALIFYING EMPLOYER
REAL PROPERTY. The investment options in this Section 10.03[F] include the
ability to invest in qualifying Employer securities or qualifying Employer real
property, as defined in and as limited by ERISA. If the Employer's Plan is a
Nonstandardized profit sharing plan, it may elect in its Adoption Agreement to
permit the aggregate investments in qualifying Employer securities and in
qualifying Employer real property to exceed 10% of the value of Plan assets.



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



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



    10.06 PARTIES TO LITIGATION. Except as otherwise provided by ERISA, no
Participant or Beneficiary is a necessary party or is required to receive notice
of process in any court proceeding involving the Plan, the Trust Fund or any
fiduciary of the Plan. Any final judgment entered in any proceeding will be
conclusive upon the Employer, the Plan Administrator, the Advisory Committee,
the Trustee, Custodian, Participants and Beneficiaries.



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



    10.08 DISTRIBUTION OF CASH OR PROPERTY. The Trustee may make distribution
under the Plan in cash or property, or partly in each, at its fair market value
as determined by the Trustee. For purposes of a distribution to a Participant or
to a Participant's designated Beneficiary or surviving spouse, "property"
includes a Nontransferable Annuity Contract, provided the contract satisfies the
requirements of this Plan.



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



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



    10.11 RESIGNATION. The Trustee or Custodian may resign its position at any
time by giving 30 days' written notice in advance to the Employer and to the
Advisory Committee. If the Employer fails to appoint a successor Trustee within
60 days of its receipt of the Trustee's written notice of resignation, the
Trustee will treat the Employer as having appointed itself as Trustee and as
having filed its acceptance of appointment with the former Trustee. The
Employer, in its sole discretion, may replace a Custodian. If the Employer does
not replace a Custodian, the discretionary Trustee will assume possession of
Plan assets held by the former Custodian.



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



    10.13 INTERIM DUTIES AND SUCCESSOR TRUSTEE. Each successor Trustee succeeds
to the title to the Trust vested


                                       30
<PAGE>

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



    10.14 VALUATION OF TRUST. The Trustee must value the Trust Fund as of each
Accounting Date to determine the fair market value of each Participant's Accrued
Benefit in the Trust. The Trustee also must value the Trust Fund on such other
valuation dates as directed in writing by the Advisory Committee or as required
by the Employer's Adoption Agreement.



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



    The limitation on liability described in this Section 10.15 also applies to
the acts or omissions of any ancillary trustee or independent fiduciary properly
appointed under Section 10.17 of the Plan. However, if a discretionary Trustee,
pursuant to the delegation described in Section 10.17 of the Plan, appoints an
ancillary trustee, the discretionary Trustee is responsible for the periodic
review of the ancillary trustee's actions and must exercise its delegated
authority in accordance with the terms of the Plan and in a manner consistent
with ERISA. The Employer, the discretionary Trustee and an ancillary trustee may
execute a letter agreement as a part of this Plan delineating any
indemnification agreement between the parties.



    10.16 INVESTMENT IN GROUP TRUST FUND. The Employer, by adopting this Plan,
specifically authorizes the Trustee to invest all or any portion of the assets
comprising the Trust Fund in any group trust fund which at the time of the
investment provides for the pooling of the assets of plans qualified under US
Code ss.401(a) or PR Code ss.1165. This authorization applies solely to a group
trust fund exempt from taxation under US Code ss.501(a) PR Code ss.1165(a) and
the trust agreement of which satisfies the requirements of Revenue Ruling
81-100. The provisions of the group trust fund agreement, as amended from time
to time, are by this reference incorporated within this Plan and Trust. The
provisions of the group trust fund will govern any investment of Plan assets in
that fund. The Employer must specify in an attachment to its adoption agreement
the group trust fund(s) to which this authorization applies. If the Trustee is
acting as a nondiscretionary Trustee, the investment in the group trust fund is
available only in accordance with a proper direction, by the Named Fiduciary, in
accordance with Section 10.03[B]. Pursuant to paragraph (c) of Section 10.03[A]
of the Plan, a Trustee has the authority to invest in certain common trust funds
and collective investment funds without the need for the authorizing addendum
described in this Section 10.16.



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



    10.17 APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY. The
Employer, in writing, may appoint any person in any State to act as ancillary
trustee with respect to a designated portion of the Trust Fund, subject to the
consent required under Section 1.02 if the Master Plan Sponsor is a financial
institution. An ancillary trustee must acknowledge in writing its acceptance of
the terms and conditions of its appointment as ancillary trustee and its
fiduciary status under ERISA. The ancillary trustee has the rights, powers,
duties and discretion as the Employer may delegate, subject to any limitations
or directions specified in the instrument evidencing appointment of the
ancillary trustee and to the terms of the Plan or of ERISA. The investment
powers delegated to the ancillary trustee may include any investment powers
available under Section 10.03 of the Plan including the right to invest any
portion of the assets of the Trust Fund in a common trust fund, as described in
US Code ss.584, or in any collective investment fund, the provisions of which
govern the investment of such assets and which the Plan incorporates by this
reference, but only if the ancillary trustee is a bank or similar financial
institution supervised by the United States or by a State and the ancillary
trustee (or its affiliate, as defined in US Code ss.1504) maintains the common
trust fund or collective investment fund exclusively for the collective
investment of money contributed by the ancillary trustee (or its affiliate) in a
trustee capacity and which conforms to the rules of the Comptroller of the
Currency. The Employer also may appoint as an ancillary trustee, the trustee of
any group trust fund designated for investment pursuant to the provisions of
Section 10.16 of the Plan.




    The ancillary trustee may resign its position at any time by providing at
least 30 days' advance written notice to the Employer, unless the Employer
waives this notice requirement. The Employer, in writing, may remove an
ancillary trustee at any time. In the event of resignation or removal, the
Employer may appoint another ancillary trustee, return the assets to the control
and management of the Trustee or receive such assets in the capacity of
ancillary trustee. The Employer may delegate its responsibilities under this
Section 10.17 to a discretionary Trustee under the Plan, but not to a
nondiscretionary Trustee or to a Custodian, subject to the acceptance by the
discretionary Trustee of that delegation.





                                       31
<PAGE>

    If the U.S. Department of Labor ("the Department") requires engagement of an
independent fiduciary to have control or management of all or a portion of the
Trust Fund, the Employer will appoint such independent fiduciary, as directed by
the Department. The independent fiduciary will have the duties, responsibilities
and powers prescribed by the Department and will exercise those duties,
responsibilities and powers in accordance with the terms, restrictions and
conditions established by the Department and, to the extent not inconsistent
with ERISA, the terms of the Plan. The independent fiduciary must accept its
appointment in writing and must acknowledge its status as a fiduciary of the
Plan.






                                   ARTICLE XI
                             PROVISIONS RELATING TO
                         INSURANCE AND INSURANCE COMPANY


         11.01 INSURANCE BENEFIT. The Employer may elect to provide incidental
life insurance benefits for insurable Participants who consent to life insurance
benefits by signing the appropriate insurance company application form. The
Trustee will not purchase any incidental life insurance benefit for any
Participant prior to an allocation to the Participant's Account. At an insured
Participant's written direction, the Trustee will use all or any portion of the
Participant's nondeductible voluntary contributions, if any, to pay insurance
premiums covering the Participant's life. This Section 11.01 also authorizes the
purchase of life insurance, for the benefit of the Participant, on the life of a
family member of the Participant or on any person in whom the Participant has an
insurable interest. However, if the policy is on the joint lives of the
Participant and another person, the Trustee may not maintain that policy if that
other person predeceases the Participant.



         The Employer will direct the Trustee as to the insurance company and
insurance agent through which the Trustee is to purchase the insurance
contracts, the amount of the coverage and the applicable dividend plan. Each
application for a policy, and the policies themselves, must designate the
Trustee as sole owner, with the right reserved to the Trustee to exercise any
right or option contained in the policies, subject to the terms and provisions
of this Agreement. The Trustee must be the named beneficiary for the Account of
the insured Participant. Proceeds of insurance contracts paid to the
Participant's Account under this Article XI are subject to the distribution
requirements of Article V and of Article VI. The Trustee will not retain any
such proceeds for the benefit of the Trust.



         The Trustee will charge the premiums on any incidental benefit
insurance contract covering the life of a Participant against the Account of
that Participant. The Trustee will hold all incidental benefit insurance
contracts issued under the Plan as assets of the Trust created under the Plan.



         (A) INCIDENTAL INSURANCE BENEFITS. The aggregate of life insurance
premiums paid for the benefit of a Participant, at all times, may not exceed the
following percentages of the aggregate of the Employer's contributions allocated
to any Participant's Account: (i) 49% in the case of the purchase of ordinary
life insurance contracts; or (ii) 25% in the case of the purchase of term life
insurance or universal life insurance contracts. If the Trustee purchases a
combination of ordinary life insurance contract(s) and term life insurance or
universal life insurance contract(s), then the sum of one-half of the premiums
paid for the ordinary life insurance contract(s) and the premiums paid for the
term life insurance or universal life insurance contract(s) may not exceed 25%
of the Employer contributions allocated to any Participant's Account.



         (B) EXCEPTION FOR CERTAIN PROFIT SHARING PLANS. If the Employer's Plan
is a profit sharing plan, the incidental insurance benefits requirement does not
apply to the Plan if the Plan purchases life insurance benefits only from
Employer contributions accumulated in the Participant's Account for at least two
years (measured from the allocation date).



         11.02 LIMITATION ON LIFE INSURANCE PROTECTION. The Trustee will not
continue any life insurance protection for any Participant beyond his annuity
starting date (as defined in Article VI). If the Trustee holds any incidental
benefit insurance contract(s) for the benefit of a Participant when he
terminates his employment (other than by reason of death), the Trustee must
proceed as follows:




    (a) If the entire cash value of the contract(s) is vested in the terminating
    Participant, or if the contract(s) will have no cash value at the end of the
    policy year in which termination of employment occurs, the Trustee will
    transfer the contract(s) to the Participant endorsed so as to vest in the
    transferee all right, title and interest to the contract(s), free and clear
    of the Trust; subject however, to restrictions as to surrender or payment of
    benefits as the issuing insurance company may permit and as the Advisory
    Committee directs;



    (b) If only part of the cash value of the contract(s) is vested in the
    terminating Participant, the Trustee, to the extent the Participant's
    interest in the cash value of the contract(s) is not vested, may adjust the
    Participant's interest in the value of his Account attributable to Trust
    assets other than incidental benefit insurance contracts and proceed as in
    (a), or the Trustee must effect a loan from the issuing insurance company on
    the sole security of the contract(s) for an amount equal to the difference
    between the cash value of the contract(s) at the end of the policy year in
    which termination of employment occurs and the amount of the cash value that
    is vested in the terminating Participant, and the Trustee must transfer the
    contract(s) endorsed so as to vest in the transferee all right, title and
    interest to the contract(s), free and clear of the Trust; subject however,
    to the restrictions as to surrender or payment of benefits as the issuing
    insurance company may permit and the Advisory Committee directs;



    (c) If no part of the cash value of the contract(s) is vested in the
    terminating Participant, the Trustee must surrender the contract(s) for cash
    proceeds as may be available.



    In accordance with the written direction of the Advisory Committee, the
Trustee will make any transfer of contract(s) under this Section 11.02 on the
Participant's annuity starting date (or as soon as administratively practicable
after that date). The Trustee may not transfer any contract under this Section
11.02 which contains a method of payment not specifically authorized by Article
VI or which fails to comply with the joint and survivor annuity requirements, if
applicable, of Article VI. In this regard, the Trustee either must convert such
a contract to cash and distribute the cash instead of the contract, or before


                                       32
<PAGE>

making the transfer, require the issuing company to delete the unauthorized
method of payment option from the contract.



    11.03 DEFINITIONS. For purposes of this Article XI:




    (a) "Policy" means an ordinary life insurance contract or a term life
    insurance contract issued by an insurer on the life of a Participant.



    (b) "Issuing insurance company" is any life insurance company which has
    issued a policy upon application by the Trustee under the terms of this
    Agreement.



    (c) "Contract" or "Contracts" means a policy of insurance. In the event of
    any conflict between the provisions of this Plan and the terms of any
    contract or policy of insurance issued in accordance with this Article XI,
    the provisions of the Plan control.



    (d) "Insurable Participant" means a Participant to whom an insurance
    company, upon an application being submitted in accordance with the Plan,
    will issue insurance coverage, either as a standard risk or as a risk in an
    extra mortality classification.



    11.04 DIVIDEND PLAN. The dividend plan is premium reduction unless the
Advisory Committee directs the Trustee to the contrary. The Trustee must use all
dividends for a contract to purchase insurance benefits or additional insurance
benefits for the Participant on whose life the insurance company has issued the
contract. Furthermore, the Trustee must arrange, where possible, for all
policies issued on the lives of Participants under the Plan to have the same
premium due date and all ordinary life insurance contracts to contain guaranteed
cash values with as uniform basic options as are possible to obtain. The term
"dividends" includes policy dividends, refunds of premiums and other credits.




    11.05 INSURANCE COMPANY NOT A PARTY TO AGREEMENT. No insurance company,
solely in its capacity as an issuing insurance company, is a party to this
Agreement nor is the company responsible for its validity.


    11.06 INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACTIONS. No insurance
company, solely in its capacity as an issuing insurance company, need examine
the terms of this Agreement nor is responsible for any action taken by the
Trustee.



    11.07 INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE. For the purpose of
making application to an insurance company and in the exercise of any right or
option contained in any policy, the insurance company may rely upon the
signature of the Trustee and is saved harmless and completely discharged in
acting at the direction and authorization of the Trustee.



    11.08 ACQUITTANCE. An insurance company is discharged from all liability for
any amount paid to the Trustee or paid in accordance with the direction of the
Trustee, and is not obliged to see to the distribution or further application of
any moneys it so pays.



    11.09 DUTIES OF INSURANCE COMPANY. Each insurance company must keep such
records, make such identification of contracts, funds and accounts within funds,
and supply such information as may be necessary for the proper administration of
the Plan under which it is carrying insurance benefits.





    Note: The provisions of this Article XI are not applicable, and the Plan may
not invest in insurance contracts, if a Custodian signatory to the Adoption
Agreement is a bank which has not acquired trust powers from its governing state
banking authority.






                                   ARTICLE XII
                                  MISCELLANEOUS


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



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



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



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



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

                                       33
<PAGE>
     12.06 WORD USAGE. Words used in the masculine also apply to the feminine
where applicable, and wherever the context of the Employer's Plan dictates, the
plural includes the singular and the singular includes the plural.

     12.07 STATE LAW. The law of the state of the Employer's principal place of
business (unless otherwise designated in an addendum to the Employer's Adoption
Agreement) will determine all questions arising with respect to the provisions
of this Agreement except to the extent superseded by Federal law.


     12.08 EMPLOYER'S RIGHT TO PARTICIPATE. If the Employer's Plan fails to
qualify or to maintain qualification or if the Employer makes any amendment or
modification to a provision of this Plan (other than a proper completion of an
elective provision under the Adoption Agreement or the attachment of an addendum
authorized by the Plan or by the Adoption Agreement), the Employer may no longer
participate under this Master Plan. The Employer also may not participate (or
continue to participate) in this Master Plan if the Trustee or Custodian (or a
change in the Trustee or Custodian) does not satisfy the requirements of Section
1.02 of the Plan. If the Employer is not entitled to participate under this
Master Plan, the Employer's Plan is an individually-designed plan and the
reliance procedures specified in the applicable Adoption Agreement no longer
will apply.


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


                                  ARTICLE XIII

                               EXCLUSIVE BENEFIT,
                             AMENDMENT, TERMINATION


     13.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the Employer
has no beneficial interest in any asset of the Trust and no part of any asset in
the Trust may ever revert to or be repaid to an Employer, either directly or
indirectly; nor, prior to the satisfaction of all liabilities with respect to
the Participants and their Beneficiaries under the Plan, may any part of the
corpus or income of the Trust Fund, or any asset of the Trust, be (at any time)
used for, or diverted to, purposes other than the exclusive benefit of the
Participants or their Beneficiaries. However, if the Commissioner of Internal
Revenue, upon the Employer's request for initial approval of this Plan,
determines the Trust created under the Plan is not a qualified trust exempt from
Federal income tax, then (and only then) the Trustee, upon written notice from
the Employer, will return the Employer's contributions (and increment
attributable to the contributions) to the Employer. The Trustee must make the
return of the Employer contribution under this Section 13.01 within one year of
a final disposition of the Employer's request for initial approval of the Plan.
The Employer's Plan and Trust will terminate upon the Trustee's return of the
Employer's contributions.


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

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

     (b) To amend the Plan to allow the Plan to operate under a waiver of the
     minimum funding requirement; and

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

     No amendment may authorize or permit any of the Trust Fund (other than the
part which is required to pay taxes and administration expenses) to be used for
or diverted to purposes other than for the exclusive benefit of the Participants
or their Beneficiaries or estates. No amendment may cause or permit any portion
of the Trust Fund to revert to or become a property of the Employer. The
Employer also may not make any amendment which affects the rights, duties or
responsibilities of the Trustee, the Plan Administrator or the Advisory
Committee without the written consent of the affected Trustee, the Plan
Administrator or the affected member of the Advisory Committee. The Employer
must make all amendments in writing. Each amendment must state the date to which
it is either retroactively or prospectively effective. See Section 12.08 for the
effect of certain amendments adopted by the Employer.

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

     13.03 AMENDMENT BY MASTER PLAN SPONSOR. The Master Plan Sponsor (or P.P.D.,
as agent of the Master Plan Sponsor), without the Employer's consent, may amend
the Plan and Trust, from time to time, in order to conform the Plan and Trust to
any requirement for qualification of the Plan and Trust under the Internal
Revenue US Code. The Master Plan Sponsor may not amend the Plan in any manner
which would modify any election made by the Employer under the Plan without the
Employer's written consent. Furthermore, the


                                       34
<PAGE>

Master Plan Sponsor may not amend the Plan in any manner which would violate the
proscription of Section 13.02. A Trustee does not have the power to amend the
Plan or Trust.


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

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

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

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


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

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


     (A) ELECTIVE TRANSFERS. The Trustee, after August 9, 1988, may not consent
to, or be a party to a merger, consolidation or transfer of assets with a
defined benefit plan, except with respect to an elective transfer, or unless the
transferred benefits are in the form of paid-up individual annuity contracts
guaranteeing the payment of the transferred benefits in accordance with the
terms of the transferor plan and in a manner consistent with the US Code and
with ERISA. The Trustee will hold, administer and distribute the transferred
assets as a part of the Trust Fund and the Trustee must maintain a separate
Employer contribution Account for the benefit of the Employee on whose behalf
the Trustee accepted the transfer in order to reflect the value of the
transferred assets. Unless a transfer of assets to this Plan is an elective
transfer, the Plan will preserve all US Code ss.411(d)(6) protected benefits
with respect to those transferred assets, in the manner described in Section
13.02. A transfer is an elective transfer if: (1) the transfer satisfies the
first paragraph of this Section 13.06; (2) the transfer is voluntary, under a
fully informed election by the Participant; (3) the Participant has an
alternative that retains his US Code ss.411(d)(6) protected benefits (including
an option to leave his benefit in the transferor plan, if that plan is not
terminating); (4) the transfer satisfies the applicable spousal consent
requirements of the US Code; (5) the transferor plan satisfies the joint and
survivor notice requirements of the US Code, if the Participant's transferred
benefit is subject to those requirements; (6) the Participant has a right to
immediate distribution from the transferor plan, in lieu of the elective
transfer; (7) the transferred benefit is at least the greater of the single sum
distribution provided by the transferor plan for which the Participant is
eligible or the present value of the Participant's accrued benefit under the
transferor plan payable at that plan's normal retirement age; (8) the
Participant has a 100% Nonforfeitable interest in the transferred benefit; and
(9) the transfer otherwise satisfies applicable Treasury regulations. An
elective transfer may occur between qualified plans of any type. Any direct
transfer of assets from a defined benefit plan after August 9, 1988, which does
not satisfy the requirements of this paragraph will render the Employer's Plan
individually-designed. See Section 12.08.


     (B) DISTRIBUTION RESTRICTIONS UNDER US CODE SS.401(K) OR PR CODE
SS.1165(E). If the Plan receives a direct transfer (by merger or otherwise) of
elective contributions (or amounts treated as elective contributions) under a
Plan with a US Code ss.401(k) or PR Code ss.1165(e) arrangement, the
distribution restrictions of US Code ss.401(k)(2) and (10) or PR Code
ss.1165(e)(2) continue to apply to those transferred elective contributions.


     13.07 TERMINATION.

     (A) PROCEDURE. Upon termination of the Plan, the distribution provisions of
Article VI remain operative, with the following exceptions:

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

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

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

     If the Employer's Plan is a profit sharing plan, in lieu of the preceding
provisions of this Section 13.07 and the distribution


                                       35
<PAGE>

provisions of Article VI, the Advisory Committee will direct the Trustee to
distribute each Participant's Nonforfeitable Accrued Benefit, in lump sum, as
soon as administratively practicable after the termination of the Plan,
irrespective of the present value of the Participant's Nonforfeitable Accrued
Benefit and whether the Participant consents to that distribution. This
paragraph does not apply if: (1) the Plan provides an annuity option; or (2) as
of the period between the Plan termination date and the final distribution of
assets, the Employer maintains any other defined contribution plan (other than
an ESOP). The Employer, in an addendum to its Adoption Agreement numbered 13.07,
may elect not to have this paragraph apply.

     The Trust will continue until the Trustee in accordance with the direction
of the Advisory Committee has distributed all of the benefits under the Plan. On
each valuation date, the Advisory Committee will credit any part of a
Participant's Accrued Benefit retained in the Trust with its proportionate share
of the Trust's income, expenses, gains and losses, both realized and unrealized.
Upon termination of the Plan, the amount, if any, in a suspense account under
Article III will revert to the Employer, subject to the conditions of the
Treasury regulations permitting such a reversion. A resolution or amendment to
freeze all future benefit accrual but otherwise to continue maintenance of this
Plan, is not a termination for purposes of this Section 13.07.

     (B) DISTRIBUTION RESTRICTIONS UNDER US CODE SS.401(K) OR PR CODE
SS.1165(E). If the Employer's Plan includes a US Code ss.401(k) or PR Code
ss.1165(e) arrangement or if transferred assets described in Section 13.06 are
subject to the distribution restrictions of US Code ss.ss.401(k)(2) and (10) or
PR Code ss.1165(e)(2), the special distribution provisions of this Section 13.07
are subject to the restrictions of this paragraph. The portion of the
Participant's Nonforfeitable Accrued Benefit attributable to elective
contributions (or to amounts treated under the US Code ss.401(k) or the PR Code
1165(e) arrangement as elective contributions) is not distributable on account
of Plan termination, as described in this Section 13.07, unless: (a) the
Participant otherwise is entitled under the Plan to a distribution of that
portion of his Nonforfeitable Accrued Benefit; or (b) the Plan termination
occurs without the establishment of a successor plan. A successor plan under
clause (b) is a defined contribution plan (other than an ESOP) maintained by the
Employer (or by a related employer) at the time of the termination of the Plan
or within the period ending twelve months after the final distribution of
assets. A distribution made after March 31, 1988, pursuant to clause (b), must
be part of a lump sum distribution to the Participant of his Nonforfeitable
Accrued Benefit.


                                   ARTICLE XIV
               US CODE SS.401(K) OR PR CODE SS.1165(E) AND US CODE
                             SS.401(M) ARRANGEMENTS


     14.01 APPLICATION. This Article XIV applies to an Employer's Plan only if
the Employer is maintaining its Plan under a US Code ss.401(k) or PR Code
ss.1165(e) Adoption Agreement.

     14.02 US Code ss.401(k) or PR Code ss. 1165(e) ARRANGEMENT. The Employer
will elect in Section 3.01 of its Adoption Agreement the terms of the US Code
ss.401(k) or the PR Code ss.1165(e) arrangement, if any, under the Plan. If the
Employer's Plan is a Standardized Plan, the US Code ss.401(k) or PR Code
ss.1165(e) arrangement must be a salary reduction arrangement. If the Employer's
Plan is a Nonstandardized Plan, the US Code ss.401(k) or PR Code ss.1165(e)
arrangement may be a salary reduction arrangement or a cash or deferred
arrangement.

     (A) SALARY REDUCTION ARRANGEMENT. If the Employer elects a salary reduction
arrangement, any Employee eligible to participate in the Plan may file a salary
reduction agreement with the Advisory Committee. The salary reduction agreement
may not be effective earlier than the following date which occurs last: (i) the
Employee's Plan Entry Date (or, in the case of a reemployed Employee, his
reparticipation date under Article II); (ii) the execution date of the
Employee's salary reduction agreement; (iii) the date the Employer adopts the US
Code ss.401(k) or PR Code ss.1165(e) arrangement by executing the Adoption
Agreement; or (iv) the effective date of the US Code ss.401(k) or PR Code
ss.1165(e) arrangement, as specified in the Employer's Adoption Agreement.
Regarding clause (i), an Employee subject to the Break in Service rule of
Section 2.03(B) of the Plan may not enter into a salary reduction agreement
until the Employee has completed a sufficient number of Hours of Service to
receive credit for a Year of Service (as defined in Section 2.02) following his
reemployment commencement date. A salary reduction agreement must specify the
amount of Compensation (as defined in Section 1.12) or percentage of
Compensation the Employee wishes to defer. The salary reduction agreement will
apply only to Compensation which becomes currently available to the Employee
after the effective date of the salary reduction agreement. The Employer will
apply a reduction election to all Compensation (and to increases in such
Compensation) unless the Employee specifies in his salary reduction agreement to
limit the election to certain Compensation. The Employer will specify in
Adoption Agreement Section 3.01 the rules and restrictions applicable to the
Employees salary reduction agreements.

     (B) CASH OR DEFERRED ARRANGEMENT. If the Employer elects a cash or deferred
arrangement, a Participant may elect to make a cash election against his
proportionate share of the Employer's Cash or Deferred Contribution, in
accordance with the Employer's elections in Adoption Agreement Section 3.01. A
Participant's proportionate share of the Employer's Cash or Deferred
Contribution is the percentage of the total Cash or Deferred Contribution which
bears the same ratio that the Participant's Compensation for the Plan Year bears
to the total Compensation of all Participants for the Plan Year. For purposes of
determining each Participant's proportionate share of the Cash or Deferred
Contribution, a Participant's Compensation is his Compensation as determined
under Section 1.12 of the Plan (as modified by Section 3.06 for allocation
purposes), excluding any effect the proportionate share may have on the
Participant's Compensation for the Plan Year. The Advisory Committee will
determine the proportionate share prior to the Employer's actual contribution to
the Trust, to provide the Participants the opportunity to file cash elections.
The Employer will pay directly to the Participant the portion of his
proportionate share the Participant has elected to receive in cash.

     (C) ELECTION NOT TO PARTICIPATE. A Participant's or Employee's election not
to participate, pursuant to Section 2.06, includes his right to enter into a
salary reduction agreement or to share in the allocation of a Cash or Deferred
Contribution,


                                       36
<PAGE>

unless the Participant or Employee limits the effect of the election to the
non-401(k) or PR Code ss.1165(e) portions of the Plan.


     14.03 DEFINITIONS. For purposes of this Article XIV:

     (a) "Highly Compensated Employee" means an Eligible Employee who satisfies
     the definition in Section 1.09 of the Plan. Family members aggregated as a
     single Employee under Section 1.09 constitute a single Highly Compensated
     Employee, whether a particular family member is a Highly Compensated
     Employee or a Nonhighly Compensated Employee without the application of
     family aggregation.

     (b) "Nonhighly Compensated Employee" means an Eligible Employee who is not
     a Highly Compensated Employee and who is not a family member treated as a
     Highly Compensated Employee.

     (c) "Eligible Employee" means, for purposes of the ADP test described in
     Section 14.08, an Employee who is eligible to enter into a salary reduction
     agreement for the Plan Year, irrespective of whether he actually enters
     into such an agreement, and a Participant who is eligible for an allocation
     of the Employer's Cash or Deferred Contribution for the Plan Year. For
     purposes of the ACP test described in Section 14.09, an "Eligible Employee"
     means a Participant who is eligible to receive an allocation of matching
     contributions (or would be eligible if he made the type of contributions
     necessary to receive an allocation of matching contributions) and a
     Participant who is eligible to make nondeductible contributions,
     irrespective of whether he actually makes nondeductible contributions. An
     Employee continues to be an Eligible Employee during a period the Plan
     suspends the Employee's right to make elective deferrals or nondeductible
     contributions following a hardship distribution.

     (d) "Highly Compensated Group" means the group of Eligible Employees who
     are Highly Compensated Employees for the Plan Year.

     (e) "Nonhighly Compensated Group" means the group of Eligible Employees who
     are Nonhighly Compensated Employees for the Plan Year.

     (f) "Compensation" means, except as specifically provided in this Article
     XIV, Compensation as defined for nondiscrimination purposes in Section
     1.12(B) of the Plan. For Plan Years beginning prior to the later of January
     1, 1992, or 60 days after the Treasury issues final regulations under US
     Code ss.ss.401(k) and 401(m), the Plan may limit Compensation taken into
     account to Compensation received only for the portion of the Plan Year in
     which the Employee was an Eligible Employee and only for the portion of the
     Plan Year in which the Plan or the US Code ss.401(k) arrangement was in
     effect. For subsequent Plan Years, Compensation must include Compensation
     for the entire Plan Year, irrespective of whether the Plan or the US Code
     ss.401(k) or PR Code ss.1165(e) arrangement was in effect for the entire
     Plan Year or whether the Employee begins, resumes or ceases to be an
     Eligible Employee during the Plan Year.

     (g) "Deferral contributions" are Salary Reduction Contributions and Cash or
     Deferred Contributions the Employer contributes to the Trust on behalf of
     an Eligible Employee, irrespective of whether, in the case of Cash or
     Deferred Contributions, the contribution is at the election of the
     Employee.

     (h) "Elective deferrals" are all Salary Reduction Contributions and that
     portion of any Cash or Deferred Contribution which the Employer contributes
     to the Trust at the election of an Eligible Employee. Any portion of a Cash
     or Deferred Contribution contributed to the Trust because of the Employee's
     failure to make a cash election is an elective deferral. However, any
     portion of a Cash or Deferred Contribution over which the Employee does not
     have a cash election is not an elective deferral. Elective deferrals do not
     include amounts which have become currently available to the Employee prior
     to the election nor amounts designated as nondeductible contributions at
     the time of deferral or contribution.

     (i) "Matching contributions" are contributions made by the Employer on
     account of elective deferrals under a US Code ss.401(k) or PR Code
     ss.1165(e) arrangement or on account of employee contributions. Matching
     contributions also include Participant forfeitures allocated on account of
     such elective deferrals or employee contributions.

     (j) "Nonelective contributions" are contributions made by the Employer
     which are not subject to a deferral election by an Employee and which are
     not matching contributions.

     (k) "Qualified matching contributions" are matching contributions which are
     100% Nonforfeitable at all times and which are subject to the distribution
     restrictions described in paragraph (m). Matching contributions are not
     100% Nonforfeitable at all times if the Employee has a 100% Nonforfeitable
     interest because of his Years of Service taken into account under a vesting
     schedule. Any matching contributions allocated to a Participant's Qualified
     Matching Contributions Account under the Plan automatically satisfy the
     definition of qualified matching contributions.

     (l) "Qualified nonelective contributions" are nonelective contributions
     which are 100% Nonforfeitable at all times and which are subject to the
     distribution restrictions described in paragraph (m). Nonelective
     contributions are not 100% Nonforfeitable at all times if the Employee has
     a 100% Nonforfeitable interest because of his Years of Service taken into
     account under a vesting schedule. Any nonelective contributions allocated
     to a Participant's Qualified Nonelective Contributions Account under the
     Plan automatically satisfy the definition of qualified nonelective
     contributions.

     (m) "Distribution restrictions" means the Employee may not receive a
     distribution of the specified contributions (nor


                                       37
<PAGE>

     earnings on those contributions) except in the event of (1) the
     Participant's death, disability, termination of employment or attainment of
     age 59 1/2, (2) financial hardship satisfying the requirements of US Code
     ss.401(k) or PR Code ss.1165(e) and the applicable Treasury regulations,
     (3) a plan termination, without establishment of a successor defined
     contribution plan (other than an ESOP), (4) a sale of substantially all of
     the assets (within the meaning of US Code ss.409(d)(2)) used in a trade or
     business, but only to an employee who continues employment with the
     corporation acquiring those assets, or (5) a sale by a corporation of its
     interest in a subsidiary (within the meaning of US Code ss.409(d)(3)), but
     only to an employee who continues employment with the subsidiary. For Plan
     Years beginning after December 31, 1988, a distribution on account of
     financial hardship, as described in clause (2), may not include earnings on
     elective deferrals credited as of a date later than December 31, 1988, and
     may not include qualified matching contributions and qualified nonelective
     contributions, nor any earnings on such contributions, irrespective of when
     credited. A distribution described in clauses (3), (4) or (5), if made
     after March 31, 1988, must be a lump sum distribution, as required under US
     Code ss.401(k)(10).

     (n) "Employee contributions" are contributions made by a Participant on an
     after-tax basis, whether voluntary or mandatory, and designated, at the
     time of contribution, as an employee (or nondeductible) contribution.
     Elective deferrals and deferral contributions are not employee
     contributions. Participant nondeductible contributions, made pursuant to
     Section 4.01 of the Plan, are employee contributions.

     14.04 MATCHING CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS. The Employer may elect
in Adoption Agreement Section 3.01 to provide matching contributions. The
Employer also may elect in Adoption Agreement Section 4.01 to permit or to
require a Participant to make nondeductible contributions.

     (A) MANDATORY CONTRIBUTIONS. Any Participant nondeductible contributions
eligible for matching contributions are mandatory contributions. The Advisory
Committee will maintain a separate accounting, pursuant to Section 4.06 of the
Plan, to reflect the Participant's Accrued Benefit derived from his mandatory
contributions. The Employer, under Adoption Agreement Section 4.05, may
prescribe special distribution restrictions which will apply to the Mandatory
Contributions Account prior to the Participant's Separation from Service.
Following his Separation from Service, the general distribution provisions of
Article VI apply to the distribution of the Participant's Mandatory
Contributions Account.

     14.05 TIME OF PAYMENT OF CONTRIBUTIONS. The Employer must make Salary
Reduction Contributions to the Trust within an administratively reasonable
period of time after withholding the corresponding Compensation from the
Participant. Furthermore, the Employer must make Salary Reduction Contributions,
Cash or Deferred Contributions, Employer matching contributions (including
qualified Employer matching contributions) and qualified Employer nonelective
contributions no later than the time prescribed by the US Code or by applicable
Treasury regulations. Salary Reduction Contributions and Cash or Deferred
Contributions are Employer contributions for all purposes under this Plan,
except to the extent the US Code or Treasury regulations prohibit the use of
these contributions to satisfy the qualification requirements of the US Code.

     14.06 SPECIAL ALLOCATION PROVISIONS -- DEFERRAL CONTRIBUTIONS, MATCHING
CONTRIBUTIONS AND QUALIFIED NONELECTIVE CONTRIBUTIONS. To make allocations under
the Plan, the Advisory Committee must establish a Deferral Contributions
Account, a Qualified Matching Contributions Account, a Regular Matching
Contributions Account, a Qualified Nonelective Contributions Account and an
Employer Contributions Account for each Participant.

     (A) DEFERRAL CONTRIBUTIONS. The Advisory Committee will allocate to each
Participant's Deferral Contributions Account the amount of Deferral
Contributions the Employer makes to the Trust on behalf of the Participant. The
Advisory Committee will make this allocation as of the last day of each Plan
Year unless, in Adoption Agreement Section 3.04, the Employer elects more
frequent allocation dates for salary reduction contributions.

     (B) MATCHING CONTRIBUTIONS. The Employer must specify in its Adoption
Agreement whether the Advisory Committee will allocate matching contributions to
the Qualified Matching Contributions Account or to the Regular Matching
Contributions Account of each Participant. The Advisory Committee will make this
allocation as of the last day of each Plan Year unless, in Adoption Agreement
Section 3.04, the Employer elects more frequent allocation dates for matching
contributions.

     (1) To the extent the Employer makes matching contributions under a fixed
     matching contribution formula, the Advisory Committee will allocate the
     matching contribution to the Account of the Participant on whose behalf the
     Employer makes that contribution. A fixed matching contribution formula is
     a formula under which the Employer contributes a certain percentage or
     dollar amount on behalf of a Participant based on that Participant's
     deferral contributions or nondeductible contributions eligible for a match,
     as specified in Section 3.01 of the Employer's Adoption Agreement. The
     Employer may contribute on a Participant's behalf under a specific matching
     contribution formula only if the Participant satisfies the accrual
     requirements for matching contributions specified in Section 3.06 of the
     Employer's Adoption Agreement and only to the extent the matching
     contribution does not exceed the Participant's annual additions limitation
     in Part 2 of Article III.

     (2) To the extent the Employer makes matching contributions under a
     discretionary formula, the Advisory Committee will allocate the
     discretionary matching contributions to the Account of each Participant who
     satisfies the accrual requirements for matching contributions specified in
     Section 3.06 of the Employer's Adoption Agreement. The allocation of
     discretionary matching contributions to a Participant's Account is in the
     same proportion that each Participant's eligible contributions bear to the
     total eligible contributions of all Participants. If the discretionary
     formula is a tiered formula, the Advisory Committee will make this
     allocation


                                       38
<PAGE>

     separately with respect to each tier of eligible contributions, allocating
     in such manner the amount of the matching contributions made with respect
     to that tier. "Eligible contributions" are the Participant's deferral
     contributions or nondeductible contributions eligible for an allocation of
     matching contributions, as specified in Section 3.01 of the Employer's
     Adoption Agreement.

     If the matching contribution formula applies both to deferral contributions
and to Participant nondeductible contributions, the matching contributions apply
first to deferral contributions. Furthermore, the matching contribution formula
does not apply to deferral contributions that are excess deferrals under Section
14.07. For this purpose: (a) excess deferrals relate first to deferral
contributions for the Plan Year not otherwise eligible for a matching
contribution; and (2) if the Plan Year is not a calendar year, the excess
deferrals for a Plan Year are the last elective deferrals made for a calendar
year.

     (C) QUALIFIED NONELECTIVE CONTRIBUTIONS. If the Employer, at the time of
contribution, designates a contribution to be a qualified nonelective
contribution for the Plan Year, the Advisory Committee will allocate that
qualified nonelective contribution to the Qualified Nonelective Contributions
Account of each Participant eligible for an allocation of that designated
contribution, as specified in Section 3.04 of the Employer's Adoption Agreement.
The Advisory Committee will make the allocation to each eligible Participant's
Account in the same ratio that the Participant's Compensation for the Plan Year
bears to the total Compensation of all eligible Participants for the Plan Year.
The Advisory Committee will determine a Participant's Compensation in accordance
with the general definition of Compensation under Section 1.12 of the Plan, as
modified by the Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

     (D) NONELECTIVE CONTRIBUTIONS. To the extent the Employer makes nonelective
contributions for the Plan Year which, at the time of contribution, it does not
designate as qualified nonelective contributions, the Advisory Committee will
allocate those contributions in accordance with the elections under Section 3.04
of the Employer's Adoption Agreement. For purposes of the special
nondiscrimination tests described in Sections 14.08 and 14.09, the Advisory
Committee may treat nonelective contributions allocated under this paragraph as
qualified nonelective contributions, if the contributions otherwise satisfy the
definition of qualified nonelective contributions.


     14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION.

     (A) ANNUAL ELECTIVE DEFERRAL LIMITATION. An Employee's elective deferrals
for a calendar year beginning after December 31, 1986, may not exceed the lowest
of the US Code ss.402(g) limitation or the PR Code ss.1165(e)(7) limitation. The
US Codess.402(g) limitation is the greater of $7,000 or the adjusted amount
determined by the Secretary of the Treasury. The PR Code ss.1165(e)(7)
limitation is the lowest of 10% of the Participant's Compensation of $8,000, or
any other ceiling provided under PR Code ss.1165(e)(7). If, pursuant to a salary
reduction agreement or pursuant to a cash or deferral election, the Employer
determines the Employee's elective deferrals to the Plan for a calendar year
would exceed the lowest of the US Code ss.402(g) limitation or the PR Code
ss.1165(e)(7) limitation, the Employer will suspend the Employee's salary
reduction agreement, if any, until the following January 1 and pay in cash the
portion of a cash or deferral election which would result in the Employee's
elective deferrals for the calendar year exceeding the lowest of the US Code
ss.402(g) limitation or the PR Code ss.1165(e)(7) limitation. If the Advisory
Committee determines an Employee's elective deferrals already contributed to the
Plan for a calendar year exceed the lowest of the US Code ss.402(g) limitation
or the PR Code ss.1165(e)(7) limitation, the Advisory Committee will distribute
the amount in excess of the lowest of the US Code ss.402(g) limitation or the PR
Code ss.1165(e)(7) limitation (the "excess deferral"), as adjusted for allocable
income, no later than April 15 of the following calendar year. If the Advisory
Committee distributes the excess deferral by the appropriate April 15, it may
make the distribution irrespective of any other provision under this Plan or
under the US Code. The Advisory Committee will reduce the amount of excess
deferrals for a calendar year distributable to the Employee by the amount of
excess contributions (as determined in Section 14.08), if any, previously
distributed to the Employee for the Plan Year beginning in that calendar year.

     If an Employee participates in another plan under which he makes elective
deferrals pursuant to a US Code ss.401(k) or PR Code ss.1165(e) arrangement,
elective deferrals under a Simplified Employee Pension, or salary reduction
contributions to a tax-sheltered annuity, irrespective of whether the Employer
maintains the other plan, he may provide the Advisory Committee a written claim
for excess deferrals made for a calendar year. The Employee must submit the
claim no later than the March 1 following the close of the particular calendar
year and the claim must specify the amount of the Employee's elective deferrals
under this Plan which are excess deferrals. If the Advisory Committee receives a
timely claim, it will distribute the excess deferral (as adjusted for allocable
income) the Employee has assigned to this Plan, in accordance with the
distribution procedure described in the immediately preceding paragraph.

     (B) ALLOCABLE INCOME. For purposes of making a distribution of excess
deferrals pursuant to this Section 14.07, allocable income means net income or
net loss allocable to the excess deferrals for the calendar year in which the
Employee made the excess deferral and for the "gap period" measured from the
beginning of the next calendar year to the date of the distribution. If the
distribution of the excess deferral occurs during the calendar year in which the
Employee made the excess deferral, the Advisory Committee will treat as a "gap
period" the period from the first day of that calendar year to the date of the
distribution. The Advisory Committee will determine allocable income in the same
manner as described in Section 14.08(F) for excess contributions, except the
numerator of the allocation fraction will be the amount of the Employee's excess
deferrals and the denominator of the allocation fraction will be the Employee's
Accrued Benefit attributable to his elective deferrals.

     14.08 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. For each Plan Year, the
Advisory Committee must determine whether the Plan's US Code ss.401(k) or PR
Code ss.1165(e) arrangement satisfies either of the following ADP tests:


                                       39
<PAGE>

     (i) The average ADP for the Highly Compensated Group does not exceed 1.25
     times the average ADP of the Nonhighly Compensated Group; or

     (ii) The average ADP for the Highly Compensated Group does not exceed the
     average ADP for the Nonhighly Compensated Group by more than two percentage
     points (or the lesser percentage permitted by the multiple use limitation
     in Section 14.10) and the average ADP for the Highly Compensated Group is
     not more than twice the average ADP for the Nonhighly Compensated Group.

     (A) CALCULATION OF ADP. The average ADP for a group is the average of the
separate ADPs calculated for each Eligible Employee who is a member of that
group. An Eligible Employee's ADP for a Plan Year is the ratio of the Eligible
Employee's deferral contributions for the Plan Year to the Employee's
Compensation for the Plan Year. For aggregated family members treated as a
single Highly Compensated Employee, the ADP of the family unit is the greater
of: (i) the ADP determined by combining the deferral contributions and
Compensation of the family members who are Highly Compensated Employees without
family aggregation; or (ii) the ADP determined by combining the deferral
contributions and Compensation of all aggregated family members. A Nonhighly
Compensated Employee's ADP does not include elective deferrals made to this Plan
or to any other Plan maintained by the Employer, to the extent such elective
deferrals exceed the 402(g) limitation described in Section 14.07(A).

     The Advisory Committee may determine (in a manner consistent with Treasury
regulations) the ADPs of the Eligible Employees by taking into account qualified
nonelective contributions or qualified matching contributions, or both, made to
this Plan or to any other qualified Plan maintained by the Employer. The
Advisory Committee may not include qualified nonelective contributions in the
ADP test unless the allocation of nonelective contributions is nondiscriminatory
when the Advisory Committee takes into account all nonelective contributions
(including the qualified nonelective contributions) and also when the Advisory
Committee takes into account only the nonelective contributions not used in
either the ADP test described in this Section 14.08 or the ACP test described in
Section 14.09. For Plan Years beginning after December 31, 1989, the Advisory
Committee may not include in the ADP test any qualified nonelective
contributions or qualified matching contributions under another qualified plan
unless that plan has the same plan year as this Plan. The Advisory Committee
must maintain records to demonstrate compliance with the ADP test, including the
extent to which the Plan used qualified nonelective contributions or qualified
matching contributions to satisfy the test.

     (B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine
the ADP of any Highly Compensated Employee, the deferral contributions taken
into account must include any elective deferrals made by the Highly Compensated
Employee under any other US Code ss.401(k) arrangement maintained by the
Employer, unless the elective deferrals are to an ESOP. If the plans containing
the US Code ss.401(k) arrangements have different plan years, the Advisory
Committee will determine the combined deferral contributions on the basis of the
plan years ending in the same calendar year.

     (C) AGGREGATION OF CERTAIN US CODE SS.401(k) ARRANGEMENTS. If the Employer
treats two plans as a unit for coverage or nondiscrimination purposes, the
Employer must combine the US Code ss.401(k) arrangements under such plans to
determine whether either plan satisfies the ADP test. This aggregation rule
applies to the ADP determination for all Eligible Employees, irrespective of
whether an Eligible Employee is a Highly Compensated Employee or a Nonhighly
Compensated Employee. The Advisory Committee also may elect to aggregate the US
Code ss.401(k) arrangements under plans which the Employer does not treat as a
unit for coverage or nondiscrimination purposes. For Plan Years beginning after
December 31, 1989, an aggregation of US Code ss.401(k) arrangements under this
paragraph does not apply to plans which have different plan years and, for Plan
Years beginning after December 31, 1988, the Advisory Committee may not
aggregate an ESOP (or the ESOP portion of a plan) with a non-ESOP plan (or
non-ESOP portion of a plan).

     (D) CHARACTERIZATION OF EXCESS CONTRIBUTIONS. If, pursuant to this Section
14.08, the Advisory Committee has elected to include qualified matching
contributions in the average ADP, the Advisory Committee will treat excess
contributions as attributable proportionately to deferral contributions and to
qualified matching contributions allocated on the basis of those deferral
contributions. If the total amount of a Highly Compensated Employee's excess
contributions for the Plan Year exceeds his deferral contributions or qualified
matching contributions for the Plan Year, the Advisory Committee will treat the
remaining portion of his excess contributions as attributable to qualified
nonelective contributions. The Advisory Committee will reduce the amount of
excess contributions for a Plan Year distributable to a Highly Compensated
Employee by the amount of excess deferrals (as determined in Section 14.07), if
any, previously distributed to that Employee for the Employee's taxable year
ending in that Plan Year.

     (E) DISTRIBUTION OF EXCESS CONTRIBUTIONS. If the Advisory Committee
determines the Plan fails to satisfy the ADP test for a Plan Year, it must
distribute the excess contributions, as adjusted for allocable income, during
the next Plan Year. However, the Employer will incur an excise tax equal to 10%
of the amount of excess contributions for a Plan Year not distributed to the
appropriate Highly Compensated Employees during the first 2 1/2 months of that
next Plan Year. The excess contributions are the amount of deferral
contributions made by the Highly Compensated Employees which causes the Plan to
fail to satisfy the ADP test. The Advisory Committee will distribute to each
Highly Compensated Employee his respective share of the excess contributions.
The Advisory Committee will determine the respective shares of excess
contributions by starting with the Highly Compensated Employee(s) who has the
greatest ADP, reducing his ADP to the next highest ADP, then, if necessary,
reducing the ADP of the Highly Compensated Employee(s) at the next highest ADP
level (including the ADP of the Highly Compensated Employee(s) whose ADP the
Advisory Committee already has reduced), and continuing in this manner until the
average ADP for the Highly Compensated Group satisfies the ADP test. If the
Highly Compensated Employee is part of an aggregated family group, the Advisory
Committee, in accordance with the applicable Treasury regulations, will
determine each aggregated family


                                       40
<PAGE>

member's allocable share of the excess contributions assigned to the family
unit.

     (F) ALLOCABLE INCOME. To determine the amount of the corrective
distribution required under this Section 14.08, the Advisory Committee must
calculate the allocable income for the Plan Year in which the excess
contributions arose and for the "gap period" measured from the beginning of the
next Plan Year to the date of the distribution. "Allocable income" means net
income or net loss. To calculate allocable income for the Plan Year, the
Advisory Committee will use a uniform and nondiscriminatory method which
reasonably reflects the manner used by the Plan to allocate income to
Participants' Accounts.

     14.09 NONDISCRIMINATION RULES FOR EMPLOYER MATCHING CONTRIBUTIONS/
PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. For Plan Years beginning after December
31, 1986, the Advisory Committee must determine whether the annual Employer
matching contributions (other than qualified matching contributions used in the
ADP under Section 14.08), if any, and the Employee contributions, if any,
satisfy either of the following average contribution percentage ("ACP") tests:

     (i) The ACP for the Highly Compensated Group does not exceed 1.25 times the
     ACP of the Nonhighly Compensated Group; or

     (ii) The ACP for the Highly Compensated Group does not exceed the ACP for
     the Nonhighly Compensated Group by more than two percentage points (or the
     lesser percentage permitted by the multiple use limitation in Section
     14.10) and the ACP for the Highly Compensated Group is not more than twice
     the ACP for the Nonhighly Compensated Group.

     (A) CALCULATION OF ACP. The average contribution percentage for a group is
the average of the separate contribution percentages calculated for each
Eligible Employee who is a member of that group. An Eligible Employee's
contribution percentage for a Plan Year is the ratio of the Eligible Employee's
aggregate contributions for the Plan Year to the Employee's Compensation for the
Plan Year. "Aggregate contributions" are Employer matching contributions (other
than qualified matching contributions used in the ADP test under Section 14.08)
and employee contributions (as defined in Section 14.03). For aggregated family
members treated as a single Highly Compensated Employee, the contribution
percentage of the family unit is the greater of: (i) the contribution percentage
determined by combining the aggregate contributions and Compensation of the
family members who are Highly Compensated Employees without family aggregation;
or (ii) the contribution percentage determined by combining the aggregate
contributions and Compensation of all aggregated family members.

     The Advisory Committee, in a manner consistent with Treasury regulations,
may determine the contribution percentages of the Eligible Employees by taking
into account qualified nonelective contributions (other than qualified
nonelective contributions used in the ADP test under Section 14.08) or elective
deferrals, or both, made to this Plan or to any other qualified Plan maintained
by the Employer. The Advisory Committee may not include qualified nonelective
contributions in the ACP test unless the allocation of nonelective contributions
is nondiscriminatory when the Advisory Committee takes into account all
nonelective contributions (including the qualified nonelective contributions)
and also when the Advisory Committee takes into account only the nonelective
contributions not used in either the ADP test described in Section 14.08 or the
ACP test described in this Section 14.09. The Advisory Committee may not include
elective deferrals in the ACP test, unless the Plan which includes the elective
deferrals satisfies the ADP test both with and without the elective deferrals
included in this ACP test. For Plan Years beginning after December 31, 1989, the
Advisory Committee may not include in the ACP test any qualified nonelective
contributions or elective deferrals under another qualified plan unless that
plan has the same plan year as this Plan. The Advisory Committee must maintain
records to demonstrate compliance with the ACP test, including the extent to
which the Plan used qualified nonelective contributions or elective deferrals to
satisfy the test. For Plan Years beginning prior to January 1, 1992, the
component group testing rule permitted under Section 14.08(A) also applies to
the ACP test under this Section 14.09.

     (B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine
the contribution percentage of any Highly Compensated Employee, the aggregate
contributions taken into account must include any matching contributions (other
than qualified matching contributions used in the ADP test) and any Employee
contributions made on his behalf to any other plan maintained by the Employer,
unless the other plan is an ESOP. If the plans have different plan years, the
Advisory Committee will determine the combined aggregate contributions on the
basis of the plan years ending in the same calendar year.

     (C) AGGREGATION OF CERTAIN PLANS. If the Employer treats two plans as a
unit for coverage or nondiscrimination purposes, the Employer must combine the
plans to determine whether either plan satisfies the ACP test. This aggregation
rule applies to the contribution percentage determination for all Eligible
Employees, irrespective of whether an Eligible Employee is a Highly Compensated
Employee or a Nonhighly Compensated Employee. The Advisory Committee also may
elect to aggregate plans which the Employer does not treat as a unit for
coverage or nondiscrimination purposes. For Plan Years beginning after December
31, 1989, an aggregation of plans under this paragraph does not apply to plans
which have different plan years and, for Plan Years beginning after December 31,
1988, the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a
plan) with a non-ESOP plan (or non-ESOP portion of a plan).


     (D) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee
will determine excess aggregate contributions after determining excess deferrals
under Section 14.07 and excess contributions under Section 14.08. If the
Advisory Committee determines the Plan fails to satisfy the ACP test for a Plan
Year, it must distribute the excess aggregate contributions, as adjusted for
allocable income, during the next Plan Year. However, the Employer will incur an
excise tax equal to 10% of the amount of excess aggregate contributions for a
Plan Year not distributed to the appropriate Highly Compensated Employees during
the first 2 1/2 months of that next Plan Year. The excess aggregate
contributions are the amount of aggregate contributions allocated on behalf of
the Highly Compensated Employees which causes the Plan to fail


                                       41
<PAGE>

to satisfy the ACP test. The Advisory Committee will distribute to each Highly
Compensated Employee his respective share of the excess aggregate contributions.
The Advisory Committee will determine the respective shares of excess aggregate
contributions by starting with the Highly Compensated Employee(s) who has the
greatest contribution percentage, reducing his contribution percentage to the
next highest contribution percentage, then, if necessary, reducing the
contribution percentage of the Highly Compensated Employee(s) at the next
highest contribution percentage level (including the contribution percentage of
the Highly Compensated Employee(s) whose contribution percentage the Advisory
Committee already has reduced), and continuing in this manner until the ACP for
the Highly Compensated Group satisfies the ACP test. If the Highly Compensated
Employee is part of an aggregated family group, the Advisory Committee, in
accordance with the applicable Treasury regulations, will determine each
aggregated family member's allocable share of the excess aggregate contributions
assigned to the family unit.

     (E) ALLOCABLE INCOME. To determine the amount of the corrective
distribution required under this Section 14.09, the Advisory Committee must
calculate the allocable income for the Plan Year in which the excess aggregate
contributions arose. "Allocable income" means net income or net loss. The
Advisory Committee will determine allocable income in the same manner as
described in Section 14.08(F) for excess contributions.

     (F) CHARACTERIZATION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory
Committee will treat a Highly Compensated Employee's allocable share of excess
aggregate contributions in the following priority: (1) first as attributable to
his Employee contributions which are voluntary contributions, if any; (2) then
as matching contributions allocable with respect to excess contributions
determined under the ADP test described in Section 14.08; (3) then on a pro rata
basis to matching contributions and to the deferral contributions relating to
those matching contributions which the Advisory Committee has included in the
ACP test; (4) then on a pro rata basis to Employee contributions which are
mandatory contributions, if any, and to the matching contributions allocated on
the basis of those mandatory contributions; and (5) last to qualified
nonelective contributions used in the ACP test. To the extent the Highly
Compensated Employee's excess aggregate contributions are attributable to
matching contributions, and he is not 100% vested in his Accrued Benefit
attributable to matching contributions, the Advisory Committee will distribute
only the vested portion and forfeit the nonvested portion. The vested portion of
the Highly Compensated Employee's excess aggregate contributions attributable to
Employer matching contributions is the total amount of such excess aggregate
contributions (as adjusted for allocable income) multiplied by his vested
percentage (determined as of the last day of the Plan Year for which the
Employer made the matching contribution). The Employer will specify in Adoption
Agreement Section 3.05 the manner in which the Plan will allocate forfeited
excess aggregate contributions.

     14.10 MULTIPLE USE LIMITATION. For Plan Years beginning after December 31,
1988, if at least one Highly Compensated Employee is includible in the ADP test
under Section 14.08 and in the ACP test under Section 14.09, the sum of the
Highly Compensated Group's ADP and ACP may not exceed the multiple use
limitation.

     The multiple use limitation is the sum of (i) and (ii):

     (i) 125% of the greater of: (a) the ADP of the Nonhighly Compensated Group
     under the US Code ss.401(k) arrangement; or (b) the ACP of the Nonhighly
     Compensated Group for the Plan Year beginning with or within the Plan Year
     of the US Code ss.401(k) arrangement.

     (ii) 2% plus the lesser of (i)(a) or (i)(b), but no more than twice the
     lesser of (i)(a) or (i)(b).

     The Advisory Committee, in lieu of determining the multiple use limitation
as the sum of (I) and (ii), may elect to determine the multiple use limitation
as the sum of (iii) and (iv):

     (iii) 125% of the lesser of: (a) the ADP of the Nonhighly Compensated Group
     under the US Code ss.401(k) arrangement; or (b) the ACP of the Nonhighly
     Compensated Group for the Plan Year beginning with or within the Plan Year
     of the US Code ss.401(k) arrangement.

     (iv) 2% plus the greater of (iii)(a) or (iii)(b), but no more than twice
     the greater of (iii)(a) or (iii)(b).

     The Advisory Committee will determine whether the Plan satisfies the
multiple use limitation after applying the ADP test under Section 14.08 and the
ACP test under Section 14.09 and after making any corrective distributions
required by those Sections. If, after applying this Section 14.10, the Advisory
Committee determines the Plan has failed to satisfy the multiple use limitation,
the Advisory Committee will correct the failure by treating the excess amount as
excess aggregate contributions under Section 14.09. This Section 14.10 does not
apply unless, prior to application of the multiple use limitation, the ADP and
the ACP of the Highly Compensated Group each exceeds 125% of the respective
percentages for the Nonhighly Compensated Group.

     14.11 DISTRIBUTION RESTRICTIONS. The Employer must elect in Section 6.03
the Adoption Agreement the distribution events permitted under the Plan. The
distribution events applicable to the Participant's Deferral Contributions
Account, Qualified Nonelective Contributions Account and Qualified Matching
Contributions Account must satisfy the distribution restrictions described in
paragraph (m) of Section 14.03.

     (A) HARDSHIP DISTRIBUTIONS FROM DEFERRAL CONTRIBUTIONS ACCOUNT. The
Employer must elect in Adoption Agreement Section 6.03 whether a Participant may
receive hardship distributions from his Deferral Contributions Account prior to
the Participant's Separation from Service. Hardship distributions from the
Deferral Contributions Account must satisfy the requirements of this Section
14.11. A hardship distribution option may not apply to the Participant's
Qualified Nonelective Contributions Account or Qualified Matching Contributions
Account.

     (1) DEFINITION OF HARDSHIP. A hardship distribution under this Section
14.11 must be on account of one or more of the following immediate and heavy
financial needs: (1) medical care described in US Code ss.213(d) incurred by the
Participant, by the Participant's spouse, or by any of the Participant's
dependents, or necessary to obtain such medical


                                       42
<PAGE>

care; (2) the purchase (excluding mortgage payments) of a principal residence
for the Participant; (3) the payment of post-secondary education tuition and
related educational fees, for the next 12-month period, for the Participant, for
the Participant's spouse, or for any of the Participant's dependents (as defined
in US Code ss.152); (4) to prevent the eviction of the Participant from his
principal residence or the foreclosure on the mortgage of the Participant's
principal residence; or (5) any need prescribed by the Revenue Service in a
revenue ruling, notice or other document of general applicability which
satisfies the safe harbor definition of hardship.

     (2) RESTRICTIONS. The following restrictions apply to a Participant who
receives a hardship distribution: (a) the Participant may not make elective
deferrals or employee contributions to the Plan for the 12-month period
following the date of his hardship distribution; (b) the distribution is not in
excess of the amount of the immediate and heavy financial need; (c) the
Participant must have obtained all distributions, other than hardship
distributions, and all nontaxable loans currently available under this Plan and
all other qualified plans maintained by the Employer; and (d) the Participant
agrees to limit elective deferrals under this Plan and under any other qualified
Plan maintained by the Employer, for the Participant's taxable year immediately
following the taxable year of the hardship distribution, to the 402(g)
limitation (as described in Section 14.07), reduced by the amount of the
Participant's elective deferrals made in the taxable year of the hardship
distribution. The suspension of elective deferrals and employee contributions
described in clause (a) also must apply to all other qualified plans and to all
nonqualified plans of deferred compensation maintained by the Employer, other
than any mandatory employee contribution portion of a defined benefit plan,
including stock option, stock purchase and other similar plans, but not
including health or welfare benefit plans (other than the cash or deferred
arrangement portion of a cafeteria plan).

     (3) EARNINGS. For Plan Years beginning after December 31, 1988, a hardship
distribution under this Section 14.11 may not include earnings on an Employee's
elective deferrals credited after December 31, 1988. Qualified matching
contributions and qualified nonelective contributions, and any earnings on such
contributions, credited as of December 31, 1988, are subject to the hardship
withdrawal only if the Employer specifies in an addendum to this Section 14.11.
The addendum may modify the December 31, 1988, date for purposes of determining
credited amounts provided the date is not later than the end of the last Plan
Year ending before July 1, 1989.

     (B) DISTRIBUTIONS AFTER SEPARATION FROM SERVICE. Following the
Participant's Separation from Service, the distribution events applicable to the
Participant apply equally to all of the Participant's Accounts, except as
elected in Section 6.03 of the Employer's Adoption Agreement.

     (C) CORRECTION OF ANNUAL ADDITIONS LIMITATION. If, as a result of a
reasonable error in determining the amount of elective deferrals an Employee may
make without violating the limitations of Part 2 of Article III, an Excess
Amount results, the Advisory Committee will return the Excess Amount (as
adjusted for allocable income) attributable to the elective deferrals. The
Advisory Committee will make this distribution before taking any corrective
steps pursuant to Section 3.10 or to Section 3.16. The Advisory Committee will
disregard any elective deferrals returned under this Section 14.11(C) for
purposes of Sections 14.07, 14.08 and 14.09.

     14.12 SPECIAL ALLOCATION RULES. If the US Code ss.401(k) arrangement
provides for salary reduction contributions, if the Plan accepts Employee
contributions, pursuant to Adoption Agreement Section 4.01, or if the Plan
allocates matching contributions as of any date other than the last day of the
Plan Year, the Employer must elect in Adoption Agreement 9.11 whether any
special allocation provisions will apply under Section 9.11 of the Plan. For
purposes of the elections:

     (a) A "segregated Account" direction means the Advisory Committee will
establish a segregated Account for the applicable contributions made on the
Participant's behalf during the Plan Year. The Trustee must invest the
segregated Account in Federally insured interest bearing savings account(s) or
time deposits, or a combination of both, or in any other fixed income
investments, unless otherwise specified in the Employer's Adoption Agreement. As
of the last day of each Plan Year (or, if earlier, an allocation date coinciding
with a valuation date described in Section 9.11), the Advisory Committee will
reallocate the segregated Account to the Participant's appropriate Account, in
accordance with Section 3.04 or Section 4.06, whichever applies to the
contributions.

     (b) A "weighted average allocation" method will treat a weighted portion of
the applicable contributions as if includible in the Participant's Account as of
the beginning of the valuation period. The weighted portion is a fraction, the
numerator of which is the number of months in the valuation period, excluding
each month in the valuation period which begins prior to the contribution date
of the applicable contributions, and the denominator of which is the number of
months in the valuation period. The Employer may elect in its Adoption Agreement
to substitute a weighting period other than months for purposes of this weighted
average allocation.


                                    ARTICLE A
                      APPENDIX TO PLAN AND TRUST AGREEMENT

     This Article is necessary to comply with the Unemployment Compensation
Amendments Act of 1992 and is an integral part of the basic plan document.
Section 12.08 applies to any modification or amendment of this Article.

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

     A-2. DEFINITIONS.

     (a) "Eligible rollover distribution." An eligible rollover distribution is
     any distribution of all or any portion of the balance to the credit of the
     distributee, except that an eligible rollover distribution does not
     include: any distribution that is one of a series of substantially equal
     periodic payments (not less frequently than annually) made for the life (or
     life expectancy) of the distributee or the joint


                                       43
<PAGE>

     lives (or joint life expectancies) of the distributee and the distributee's
     designated beneficiary, or for a specified period of ten years or more; any
     distribution to the extent such distribution is required under US Code
     ss.401(a)(9); and the portion of any distribution that is not includible in
     gross income (determined without regard to the exclusion of net unrealized
     appreciation with respect to employer securities).

     (b) "Eligible retirement plan." An eligible retirement plan is an
     individual retirement account described in US Code ss.408(a), an individual
     retirement annuity described in US Code ss.408(b), an annuity plan
     described in US Code ss.403(a), or a qualified trust described in US Code
     ss.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.

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

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



                                    ARTICLE B
                          APPENDIX TO BASIC PLAN DOCUMENT


     This Article is necessary to comply with the Omnibus Budget Reconciliation
Act of 1993 (OBRA '93) and is an integral part of the basic plan document.
Section 12.08 applies to any modification or amendment of this Article.

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

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

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


                                    ARTICLE C
                         APPENDIX TO BASIC PLAN DOCUMENT
                         REV. RUL. 94-76 MODEL AMENDMENT


     This amendment is effective on the first day of the first Plan Year
beginning on or after December 12, 1994, or, if later, March 12, 1995.

     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 benefits 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 US
Code ss.414(1), to this Plan from a money purchase pension plan qualified under
US Code ss.401(a) (other than any portion of those assets and liabilities
attributable to voluntary Employee contributions).

                                    ARTICLE D
                         APPENDIX TO BASIC PLAN DOCUMENT
                             USERRA MODEL AMENDMENT

     This amendment is effective as of December 12, 1994.

Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will be
provided in accordance with US Code ss.414(u). Loan repayments will be suspended
under this Plan as permitted under US Code ss.414(u)(4).




                                       44
<PAGE>
                             ADOPTION AGREEMENT #005
               NONSTANDARDIZED CODE SS.401(k) PROFIT SHARING PLAN


     The undersigned, CheckFree Holdings Corporation * ("Employer"), by
executing this Adoption Agreement, elects to become a participating Employer in
the INVESCO Trust Company Defined Contribution Master Plan (basic plan document
#01) by adopting the accompanying Plan and Trust in full as if the Employer were
a signatory to that Agreement. The Employer makes the following elections
granted under the provisions of the Master Plan.

                                    ARTICLE I
                                   DEFINITIONS

     1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: (Choose (a)
     or (b))


[  ] (a) A discretionary Trustee. See Section 10.03[A] of the Plan.

[X]  (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [Note:
     The Employer may not elect Option (b) if a Custodian executes the Adoption
     Agreement.] SPECIAL EFFECTIVE DATE OF 12/01/97.


     1.03 PLAN. The name of the Plan as adopted by the Employer is CheckFree
     Corporation 401(k) Plan.


     1.07 EMPLOYEE. The following Employees are not eligible to participate in
     the Plan: (Choose (a) or at least one of (b) through (g))

[X]  (a) No exclusions.

[  ] (b) Collective bargaining employees (as defined in Section 1.07 of the
     Plan). [Note: If the Employer excludes union employees from the Plan, the
     Employer must be able to provide evidence that retirement benefits were the
     subject of good faith bargaining.]

[  ] (c) Nonresident aliens who do not receive any earned income (as defined in
     Code ss.911(d)(2)) from the Employer which constitutes United States source
     income (as defined in Code ss.861(a)(3)).

[  ] (d) Commission Salesmen.

[  ] (e) Any Employee compensated on a salaried basis.

[  ] (f) Any Employee compensated on an hourly basis.

[  ] (g) (Specify)__________________________________________________________.



                                       1
<PAGE>

LEASED EMPLOYEES. Any Leased Employee treated as an Employee under Section 1.31
of the Plan, is: (Choose (h) or (i))

[X]  (h) Not eligible to participate in the Plan.


*EFFECTIVE DECEMBER 22, 1997.  SEE APPENDIX FOR PRIOR PERIODS.

[ ]  (i) Eligible to participate in the Plan, unless excluded by reason of an
     exclusion classification elected under this Adoption Agreement Section
     1.07.

RELATED EMPLOYERS. If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification elected under this
Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

[X]  (j) No other related group member's Employees are eligible to participate
     in the Plan.

[ ]  (k) The following nonparticipating related group member's Employees are
     eligible to participate in the Plan unless excluded by reason of an
     exclusion classification elected under this Adoption Agreement Section
     1.07: ___________.

     1.12 COMPENSATION.


TREATMENT OF ELECTIVE CONTRIBUTIONS. (Choose (a) or (b))

[X]  (a) "Compensation" includes elective contributions made by the Employer on
     the Employee's behalf.

[  ] (b) "Compensation" does not include elective contributions.

MODIFICATIONS TO COMPENSATION DEFINITION. (Choose (c) or at least one of (d)
through (j))

[  ] (c) No modifications other than as elected under Options (a) or (b).

[  ] (d) The Plan excludes Compensation in excess of $_________.

[X]  (e) In lieu of the definition in Section 1.12 of the Plan, Compensation
     means any earnings reportable as W-2 wages for Federal income tax
     withholding purposes, subject to any other election under this Adoption
     Agreement Section 1.12.

[  ] (f) The Plan excludes bonuses.

[  ] (g) The Plan excludes overtime.

[  ] (h) The Plan excludes Commissions.


                                       2
<PAGE>

[  ] (i) Compensation will not include Compensation from a related employer (as
     defined in Section 1.30 of the Plan) that has not executed a Participation
     Agreement in this Plan unless, pursuant to Adoption Agreement Section 1.07,
     the Employees of that related employer are eligible to participate in this
     Plan.

[X]  (j) (Specify) Reimbursements or other expense allowances, fringe benefits
     (cash or noncash), moving expenses, deferrals to a nonqualified deferred
     compensation plan, and welfare benefits are excluded from Compensation.

If, for any Plan Year, the Plan uses permitted disparity in the contribution or
allocation formula elected under Article III, any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.

SPECIAL DEFINITION FOR MATCHING CONTRIBUTIONS. "Compensation" for purposes of
any matching contribution formula under Article III means: (Choose (k) or (l)
only if applicable)

[X]  (k) Compensation as defined in this Adoption Agreement Section 1.12.

[  ] (l) (Specify) ________________________________________________________.


SPECIAL DEFINITION FOR SALARY REDUCTION CONTRIBUTIONS. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)

[X]  (m) No exceptions.

[  ] (n) If the Employee makes elective contributions to another plan maintained
     by the Employer, the Advisory Committee will determine the amount of the
     Employee's salary reduction contribution for the withholding period:
     (Choose (1) or (2))

     [  ] (1) After the reduction for such period of elective contributions to
          the other plan(s).

     [  ] (2) Prior to the reduction for such period of elective contributions
          to the other plan(s).

[  ] (o) (Specify) ________________________________________________________.


     1.17 PLAN YEAR/LIMITATION YEAR.

PLAN YEAR.  Plan Year means: (Choose (a) or (b))

[X]  (a) The 12 consecutive month period ending every 6/30.

[  ] (b)  (Specify)_______________________________________________________.

                                       3
<PAGE>

LIMITATION YEAR.  The Limitation Year is: (Choose (c) or (d))

[X]  (c) The Plan Year.

[  ] (d) The 12 consecutive month period ending every __________.

     1.18 EFFECTIVE DATE.


NEW PLAN.  The "Effective Date" of the Plan is______________________________.

RESTATED PLAN.  The restated Effective Date is July 1, 1997.

This Plan is a substitution and amendment of an existing retirement plan(s)
originally established April 1, 1984.
[Note: See the Effective Date Addendum.]

     1.27 HOUR OF SERVICE. The crediting method for Hours of Service is: (Choose
     (a) or (b))


[X]  (a) The actual method.

[  ] (b) The ________ equivalency method, except:


     [  ] (1) No exceptions.

     [  ] (2) The actual method applies for purposes of: (Choose at least one)

          [  ] (i) Participation under Article II.

          [  ] (ii) Vesting under Article V.

          [  ] (iii)Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

     1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): _________ SEE THE
APPENDIX . Service with the designated predecessor employer(s) applies: (Choose
at least one of (a) or (b); (c) is available only in addition to (a) or (b))

[  ] (a) For purposes of participation under Article II.

[  ] (b) For purposes of vesting under Article V.

[  ] (c) Except the following Service: _________.

[Note: If the Plan does not credit any predecessor service under this provision,
insert "N/A" in the first blank line. The Employer may attach a schedule to this
Adoption Agreement, in the same format as this Section 1.29, designating
additional predecessor employers and the applicable service crediting
elections.]


                                       4
<PAGE>

     1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan
and also participates in a plan maintained by the leasing organization: (Choose
(a) or (b)) N/A


[  ] (a) The Advisory Committee will determine the Leased Employee's allocation
     of Employer contributions under Article III without taking into account the
     Leased Employee's allocation, if any, under the leasing organization's
     plan.

[  ] (b) The Advisory Committee will reduce a Leased Employee's allocation of
     Employer nonelective contributions (other than designated qualified
     nonelective contributions) under this Plan by the Leased Employee's
     allocation under the leasing organization's plan, but only to the extent
     that allocation is attributable to the Leased Employee's service provided
     to the Employer. The leasing organization's plan:

     [  ] (1) Must be a money purchase plan which would satisfy the definition
          under Section 1.31 of a safe harbor plan, irrespective of whether the
          safe harbor exception applies.

     [  ] (2) Must satisfy the features and, if a defined benefit plan, the
          method of reduction described in an addendum to this Adoption
          Agreement, numbered 1.31.


                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

     2.01 ELIGIBILITY.


ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both; (c) is
optional as an additional election)

[X]  (a) Attainment of age 18 (specify age, not exceeding 21).

[X]  (b) Service requirement. (Choose one of (1) through (3))

     [  ] (1) One Year of Service.

     [  ] (2) ______ months (not exceeding 12) following the Employee's
          Employment Commencement Date.

     [X]  (3) One Hour of Service.

[X]  (c) Special requirements for non-401(k) portion of plan. (Make elections
     under (1) and under (2))

          (1) The requirements of this Option (c) apply to participation in:
          (Choose at least one of (i) through (iii))

          [  ] (i) The allocation of Employer nonelective contributions and
               Participant forfeitures.


                                       5
<PAGE>

          [X]  (ii) The allocation of Employer matching contributions (including
               forfeitures allocated as matching contributions).

          [  ] (iii)The allocation of Employer qualified nonelective
               contributions.

          (2) For participation in the allocations described in (1), the
          eligibility conditions are: (Choose at least one of (i) through (iv))

          [  ] (i)  (one or two) Year(s) of Service, without an intervening
               Break in Service (as described in Section 2.03(A) of the Plan) if
               the requirement is two Years of Service.

          [X]  (ii) 3 months (not exceeding 24) following the Employee's
               Employment Commencement Date.

          [  ] (iii)One Hour of Service.

          [X]  (iv) Attainment of age 18 (Specify age, not exceeding 21).

PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (Choose (d),
(e) or (f))

[  ] (d) Semi-annual Entry Dates. The first day of the Plan Year and the first
     day of the seventh month of the Plan Year.

[  ] (e) The first day of the Plan Year.

[X]  (f) (Specify entry dates) first day of each calendar quarter with respect
     to Employer matching contributions, and as soon as administratively
     feasible following the Employee's Employment Commencement Date with respect
     to salary reduction contributions and cash or deferred contributions.

TIME OF PARTICIPATION. An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option (c)(1)),
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date): (Choose (g), (h) or (i))

[X]  (g) immediately following

[  ] (h) immediately preceding

[  ] (i) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement
Section 2.01. [Note: The Employer must coordinate the selection of (g), (h) or
(i) with the "Plan Entry Date" selection in (d), (e) or (f). Unless otherwise
excluded under Section 1.07, the Employee must become a Participant by the
earlier of: (1) the first day of the Plan Year beginning after the date the
Employee completes the age and service requirements of Code ss.410(a); or (2) 6
months after the date the Employee completes those requirements.]


                                       6
<PAGE>

DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply to:
(Choose (j) or (k))

[  ] (j) All Employees of the Employer, except: (Choose (1) or (2))

     [  ] (1) No exceptions.

     [  ] (2) Employees who are Participants in the Plan as of the Effective
          Date.

[X]  (k) Solely to an Employee employed by the Employer after December 1, 1996.
     If the Employee was employed by the Employer on or before the specified
     date, the Employee will become a Participant: (Choose (1), (2) or (3))

     [  ] (1) On the latest of the Effective Date, his Employment Commencement
          Date or the date he attains age   (not to exceed 21).

     [  ] (2) Under the eligibility conditions in effect under the Plan prior to
          the restated Effective Date. If the restated Plan required more than
          one Year of Service to participate, the eligibility condition under
          this Option (2) for participation in the Code ss.401(k) arrangement
          under this Plan is one Year of Service for Plan Years beginning after
          December 31, 1988. [For restated plans only]

     [X]  (3) (Specify) See the Appendix which establishes a special
          participation rule for employees in service prior to December 1,
          1996..

     2.02 YEAR OF SERVICE - PARTICIPATION.

HOURS OF SERVICE.  An Employee must complete: (Choose (a) or (b))

[  ] (a) 1,000 Hours of Service

[X]  (b) 0 Hours of Service

during an eligibility computation period to receive credit for a Year of
Service. [ Note: The Hours of Service requirement may not exceed 1,000.]

ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation period
described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

[X]  (c) The 12 consecutive month period beginning with each anniversary of an
     Employee's Employment Commencement Date.

[  ] (d) The Plan Year, beginning with the Plan Year which includes the first
     anniversary of the Employee's Employment Commencement Date.


                                       7
<PAGE>

     2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule described
in Section 2.03(B) of the Plan: (Choose (a) or (b))

[X]  (a) Does not apply to the Employer's Plan.

[  ] (b) Applies to the Employer's Plan.

     2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))

[X]  (a) Does not permit an eligible Employee or a Participant to elect not to
     participate.

[  ] (b) Does permit an eligible Employee or a Participant to elect not to
     participate in accordance with Section 2.06 and with the following rules:
     (Complete (1), (2), (3) and (4))

          (1) An election is effective for a Plan Year if filed no later than  .

          (2) An election not to participate must be effective for at least
          Plan Year(s).

          (3) Following a re-election to participate, the Employee or
          Participant:

          [ ]  (i) May not again elect not to participate for any subsequent
               Plan Year.

          [ ]  (ii) May again elect not to participate, but not earlier than the
               Plan Year following the Plan Year in which the re-election first
               was effective.

          (4) (Specify)

          [Insert "N/A" if no other rules apply].


                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

     3.01 AMOUNT.

PART I. [OPTIONS (A) THROUGH (G)] AMOUNT OF EMPLOYER'S CONTRIBUTION. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01. (Choose any combination of (a), (b), (c) and (d), or choose (e))

[X]  (a) DEFERRAL CONTRIBUTIONS (CODESS.401(K) ARRANGEMENT). (Choose (1) or (2)
     or both)

     [X]  (1) Salary reduction arrangement. The Employer must contribute the
          amount by which the Participants have reduced their Compensation for
          the Plan Year, pursuant to their salary reduction agreements on file
          with the Advisory Committee. A reference in the Plan to salary
          reduction contributions is a reference to these amounts.


                                       8
<PAGE>

     [X]  (2) Cash or deferred arrangement. The Employer will contribute on
          behalf of each Participant the portion of the Participant's
          proportionate share of the cash or deferred contribution which he has
          not elected to receive in cash. See Section 14.02 of the Plan. The
          Employer's cash or deferred contribution is the amount the Employer
          may from time to time deem advisable which the Employer designates as
          a cash or deferred contribution prior to making that contribution to
          the Trust.

[X]  (b) MATCHING CONTRIBUTIONS. The Employer will make matching contributions
     in accordance with the formula(s) elected in Part II of this Adoption
     Agreement Section 3.01.

[X]  (c) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS. The Employer, in its
     sole discretion, may contribute an amount which it designates as a
     qualified nonelective contribution.

[  ] (d) NONELECTIVE CONTRIBUTIONS. (Choose any combination of (1) through (4))

     [  ] (1) Discretionary contribution. The amount (or additional amount) the
          Employer may from time to time deem advisable.

     [  ] (2) The amount (or additional amount) the Employer may from time to
          time deem advisable, separately determined for each of the following
          classifications of Participants: (Choose (i) or (ii))

          [  ] (i)Nonhighly Compensated Employees and Highly Compensated
               Employees.

          [  ] (ii) (Specify classifications)_________________________________.


          Under this Option (2), the Advisory Committee will allocate the amount
          contributed for each Participant classification in accordance with
          Part II of Adoption Agreement Section 3.04, as if the Participants in
          that classification were the only Participants in the Plan.

     [  ] (3)   % of the Compensation of all Participants under the Plan,
          determined for the _____________ Employer's taxable year for which it
          makes the contribution. [Note: The percentage selected may not exceed
          15%.]

     [  ] (4)   % of Net Profits but not more than $_______________.


[  ] (e) FROZEN PLAN. This Plan is a frozen Plan effective . The Employer will
     not contribute to the Plan with respect to any period following the stated
     date.

NET PROFITS.  The Employer: (Choose (f) or (g))

[X]  (f) Need not have Net Profits to make its annual contribution under this
     Plan.


                                       9
<PAGE>

 [  ] (g) Must have current or accumulated Net Profits exceeding $     to make
      the following contributions: (Choose at least one)

     [  ] (1) Cash or deferred contributions described in Option (a)(2).

     [  ] (2) Matching contributions described in Option (b), except:__________
          _______________________________________.

     [  ] (3) Qualified nonelective contributions described in Option (c).

     [  ] (4) Nonelective contributions described in Option (d).

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently applied
without any deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under any other employee
benefit plan the Employer maintains. The term "Net Profits" specifically
excludes     . [Note: Enter "N/A" if no exclusions apply.]

If the Employer requires Net Profits for matching contributions and the Employer
does not have sufficient Net Profits under Option (g), it will reduce the
matching contribution under a fixed formula on a prorata basis for all
Participants. A Participant's share of the reduced contribution will bear the
same ratio as the matching contribution the Participant would have received if
Net Profits were sufficient bears to the total matching contribution all
Participants would have received if Net Profits were sufficient. If more than
one member of a related group (as defined in Section 1.30) execute this Adoption
Agreement, each participating member will determine Net Profits separately but
will not apply this reduction unless, after combining the separately determined
Net Profits, the aggregate Net Profits are insufficient to satisfy the matching
contribution liability. "Net Profits" includes both current and accumulated Net
Profits.

PART II. [OPTIONS (H) THROUGH (J)] MATCHING CONTRIBUTION FORMULA. [Note: If the
Employer elected Option (b), complete Options (h), (i) and (j).]

[X]  (h) AMOUNT OF MATCHING CONTRIBUTIONS. For each Plan Year, the Employer's
     matching contribution is: (Choose any combination of (1), (2), (3), (4) and
     (5))

     [X]  (1) An amount equal to 100 % of each Participant's eligible
          contributions for the Plan Year.

     [  ] (2) An amount equal to   % of each Participant's first tier of
          eligible contributions for the Plan Year, plus the following matching
          percentage(s) for the following subsequent tiers of eligible
          contributions for the Plan___________________________________.


                                       10
<PAGE>

     [X]  (3) Discretionary formula.

          [X]  (i) An amount (or additional amount) equal to a matching
               percentage the Employer from time to time may deem advisable of
               the Participant's eligible contributions for the Plan Year
               determined by the Employer each year in its sole discretion.

          [  ] (ii) An amount (or additional amount) equal to a matching
               percentage the Employer from time to time may deem advisable of
               each tier of the Participant's eligible contributions for the
               Plan Year.

     [  ] (4) An amount equal to the following percentage of each Participant's
          eligible contributions for the Plan Year, based on the Participant's
          Years of Service:

          Number of Years of Service                Matching Percentage
          --------------------------                -------------------

              ____________                              __________%
              ____________                              __________%
              ____________                              __________%
              ____________                              __________%



          The Advisory Committee will apply this formula by determining Years of
          Service as follows:
          __________________________________________________________.


     [X]  (5) A Participant's matching contributions* may not: (Choose (i) or
          (ii))

          [X]  (i) Exceed $1,000.00.
                          ----------

          [  ] (ii) Be less than_____________________________________.

     RELATED EMPLOYERS. If two or more related employers (as defined in Section
     1.30) contribute to this Plan, the related employers may elect different
     matching contribution formulas by attaching to the Adoption Agreement a
     separately completed copy of this Part II. Note: Separate matching
     contribution formulas create separate current benefit structures that must
     satisfy the minimum participation test of Code ss.401(a)(26).]

[X]  (i) DEFINITION OF ELIGIBLE CONTRIBUTIONS. Subject to the requirements of
     Option (j), the term "eligible contributions" means: (Choose any
     combination of (1) through (3))

     [X]  (1) Salary reduction contributions.


*THIS MAXIMUM APPLIES ONLY TO THE MATCHING CONTRIBUTIONS DESCRIBED IN PART
II.(H)(1) ABOVE.


                                       11
<PAGE>

     [X]  (2) Cash or deferred contributions (including any part of the
          Participant's proportionate share of the cash or deferred contribution
          which the Employer defers without the Participant's election).

     [  ] (3) Participant mandatory contributions, as designated in Adoption
          Agreement Section 4.01. See Section 14.04 of the Plan.

[X]  (j) AMOUNT OF ELIGIBLE CONTRIBUTIONS TAKEN INTO ACCOUNT. When determining a
     Participant's eligible contributions taken into account under the matching
     contributions formula(s), the following rules apply: (Choose any
     combination of (1) through (4))

     [  ] (1) The Advisory Committee will take into account all eligible
          contributions credited for the Plan Year.

     [X]  (2) The Advisory Committee will disregard eligible contributions
          exceeding 15% of Compensation.

     [  ] (3) The Advisory Committee will treat as the first tier of eligible
          contributions, an amount not exceeding:

          ________________________________________________________________.

          The subsequent tiers of eligible contributions are:
          ________________________________________________________________.

     [  ] (4) (Specify)___________________________________________________.


PART III. [OPTIONS (k) AND (l)]. SPECIAL RULES FOR CODE SS.401(k) ARRANGEMENT.
(Choose (k) or (l), or both, as applicable)

[X]  (k) SALARY REDUCTION AGREEMENTS. The following rules and restrictions apply
     to an Employee's salary reduction agreement: (Make a selection under (1),
     (2), (3) and (4))

          (1) Limitation on amount. The Employee's salary reduction
          contributions: (Choose (i) or at least one of (ii) or (iii))

     [  ] (i) No maximum limitation other than as provided in the Plan.

     [X]  (ii) May not exceed 15% of Compensation for the Plan Year, subject to
          the annual additions limitation described in Part 2 of Article III and
          the 402(g) limitation described in Section 14.07 of the Plan.

     [X]  (iii) Based on percentages of Compensation must equal at least 1%.


                                       12
<PAGE>

          (2) An Employee may revoke, on a prospective basis, a salary reduction
          agreement: (Choose (i), (ii), (iii) or (iv))

     [  ]   (i) Once during any Plan Year but not later than _________________
                 ________________________ of the Plan Year.

     [  ]   (ii) As of any Plan Entry Date.

     [  ]   (iii)As of the first day of any month.

     [X]    (iv) (Specify, but must be at least once per Plan Year) at any time.

          (3) An Employee who revokes his salary reduction agreement may file a
          new salary reduction agreement with an effective date: (Choose (i),
          (ii), (iii) or (iv))

     [  ]   (i) No earlier than the first day of the next Plan Year.

     [  ]   (ii) As of any subsequent Plan Entry Date.

     [  ]   (iii) As of the first day of any month subsequent to the month in
            which he revoked an Agreement.

     [X]    (iv) (Specify, but must be at least once per Plan Year following the
            Plan Year of revocation) as of the first full payroll period of the
            month following the date on which the new salary reduction agreement
            was received.

          (4) A Participant may increase or may decrease, on a prospective
          basis, his salary reduction percentage or dollar amount: (Choose (i),
          (ii), (iii) or (iv))

     [  ]   (i) As of the beginning of each payroll period.

     [  ]   (ii) As of the first day of each month.

     [  ]   (iii) As of any Plan Entry Date.

     [X]    (iv) (Specify, but must permit an increase or a decrease at least
            once per Plan Year) as of the first full payroll period of the month
            following the date on which the new salary reduction agreement was
            received.

[X]  (l) CASH OR DEFERRED CONTRIBUTIONS. For each Plan Year for which the
     Employer makes a designated cash or deferred contribution, a Participant
     may elect to receive directly in cash not more than the following portion
     (or, if less, the 402(g) limitation described in Section 14.07 of the Plan)
     of his proportionate share of that cash or deferred contribution: (Choose
     (1) or (2))

     [X]  (1) All or any portion.


                                       13
<PAGE>

     [  ] (2)_________________________________________________________________%.


     3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate deferral
contributions, matching contributions, qualified nonelective contributions and
nonelective contributions in accordance with Section 14.06 and the elections
under this Adoption Agreement Section 3.04.

PART I. [OPTIONS (A) THROUGH (D)]. SPECIAL ACCOUNTING ELECTIONS. (Choose
whichever elections are applicable to the Employer's Plan)

[X]  (a) MATCHING CONTRIBUTIONS ACCOUNT. The Advisory Committee will allocate
     matching contributions to a Participant's: (Choose (1) or (2); (3) is
     available only in addition to (1))

     [X]  (1) Regular Matching Contributions Account.

     [  ] (2) Qualified Matching Contributions Account.

     [  ] (3) Except, matching contributions under Option(s) _________ of
              Adoption Agreement Section 3.01 are allocable to the Qualified
              Matching Contributions Account.

[  ] (b) SPECIAL ALLOCATION DATES FOR SALARY REDUCTION CONTRIBUTIONS. The
     Advisory Committee will allocate salary reduction contributions as of the
     Accounting Date and as of the following additional allocation dates:
     _____________________________________________.

[  ] (c) SPECIAL ALLOCATION DATES FOR MATCHING CONTRIBUTIONS. The Advisory
     Committee will allocate matching contributions as of the Accounting Date
     and as of the following additional allocation dates:
     _____________________________________________.


[X]  (d) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS - DEFINITION OF
     PARTICIPANT. For purposes of allocating the designated qualified
     nonelective contribution, "Participant" means: (Choose (1), (2) or (3))

     [  ] (1) All Participants.

     [X]  (2) Participants who are Nonhighly Compensated Employees for the Plan
          Year.

     [  ] (3) (Specify) _____________________________________________.



PART II. METHOD OF ALLOCATION - NONELECTIVE CONTRIBUTION. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit each annual nonelective contribution (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the allocation method selected under this Section 3.04. If the
Employer elects Option (e)(2), Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include any
exclusions elected under Adoption Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take into
account the Participant's Compensation for the entire Plan Year. (Choose an
allocation method under (e), (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.)



                                       14
<PAGE>

[  ] (e) NONINTEGRATED ALLOCATION FORMULA. (Choose (1) or (2))

     [  ] (1) The Advisory Committee will allocate the annual nonelective
          contributions in the same ratio that each Participant's Compensation
          for the Plan Year bears to the total Compensation of all Participants
          for the Plan Year.

     [  ] (2) The Advisory Committee will allocate the annual nonelective
          contributions in the same ratio that each Participant's Compensation
          for the Plan Year bears to the total Compensation of all Participants
          for the Plan Year. For purposes of this Option (2), "Participant"
          means, in addition to a Participant who satisfies the requirements of
          Section 3.06 for the Plan Year, any other Participant entitled to a
          top heavy minimum allocation under Section 3.04(B), but such
          Participant's allocation will not exceed 3% of his Compensation for
          the Plan Year.

     [  ] (f) TWO-TIERED INTEGRATED ALLOCATION FORMULA - MAXIMUM DISPARITY.
          First, the Advisory Committee will allocate the annual Employer
          nonelective contributions in the same ratio that each Participant's
          Compensation plus Excess Compensation for the Plan Year bears to the
          total Compensation plus Excess Compensation of all Participants for
          the Plan Year. The allocation under this paragraph, as a percentage of
          each Participant's Compensation plus Excess Compensation, must not
          exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the
          Maximum Disparity Table following Option (i).

          The Advisory Committee then will allocate any remaining nonelective
          contributions in the same ratio that each Participant's Compensation
          for the Plan Year bears to the total Compensation of all Participants
          for the Plan Year.

     [  ] (g) THREE-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
          Committee will allocate the annual Employer nonelective contributions
          in the same ratio that each Participant's Compensation for the Plan
          Year bears to the total Compensation of all Participants for the Plan
          Year. The allocation under this paragraph, as a percentage of each
          Participant's Compensation may not exceed the applicable percentage
          (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity Table
          following Option (i). Solely for purposes of the allocation in this
          first paragraph, "Participant" means, in addition to a Participant who
          satisfies the requirements of Section 3.06 for the Plan Year: (Choose
          (1) or (2))

     [  ] (1) No other Participant.

     [  ] (2) Any other Participant entitled to a top heavy minimum allocation
          under Section 3.04(B), but such Participant's allocation under this
          Option (g) will not exceed 3% of his Compensation for the Plan Year.

          As a second tier allocation, the Advisory Committee will allocate the
          nonelective contributions in the same ratio that each Participant's
          Excess Compensation for the Plan Year bears to the total Excess
          Compensation of all Participants for the Plan Year. The allocation
          under this paragraph, as a percentage of each Participant's Excess
          Compensation, may not exceed the allocation percentage in the first
          paragraph.


                                       15
<PAGE>

     Finally, the Advisory Committee will allocate any remaining nonelective
     contributions in the same ratio that each Participant's Compensation for
     the Plan Year bears to the total Compensation of all Participants for the
     Plan Year.

[  ] (h) FOUR-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
     Committee will allocate the annual Employer nonelective contributions in
     the same ratio that each Participant's Compensation for the Plan Year bears
     to the total Compensation of all Participants for the Plan Year, but not
     exceeding 3% of each Participant's Compensation. Solely for purposes of
     this first tier allocation, a "Participant" means, in addition to any
     Participant who satisfies the requirements of Section 3.06 for the Plan
     Year, any other Participant entitled to a top heavy minimum allocation
     under Section 3.04(B) of the Plan.

     As a second tier allocation, the Advisory Committee will allocate the
     nonelective contributions in the same ratio that each Participant's Excess
     Compensation for the Plan Year bears to the total Excess Compensation of
     all Participants for the Plan Year, but not exceeding 3% of each
     Participant's Excess Compensation.

     As a third tier allocation, the Advisory Committee will allocate the annual
     Employer contributions in the same ratio that each Participant's
     Compensation plus Excess Compensation for the Plan Year bears to the total
     Compensation plus Excess Compensation of all Participants for the Plan
     Year. The allocation under this paragraph, as a percentage of each
     Participant's Compensation plus Excess Compensation, must not exceed the
     applicable percentage (2.7%, 2.4% or 1.3%) listed under the Maximum
     Disparity Table following Option (i).

     The Advisory Committee then will allocate any remaining nonelective
     contributions in the same ratio that each Participant's Compensation for
     the Plan Year bears to the total Compensation of all Participants for the
     Plan Year.

[  ] (i) EXCESS COMPENSATION. For purposes of Option (f), (g) or (h), "Excess
     Compensation" means Compensation in excess of the following Integration
     Level: (Choose (1) or (2))

     [  ] (1) _____% (not exceeding 100%) of the taxable wage base, as
           determined under Section 230 of the Social Security Act, in effect on
           the first day of the Plan Year: (Choose any combination of (i) and
           (ii) or choose (iii))

          [  ] (i) Rounded to ________(but not exceeding the taxable wage base).

          [  ] (ii) But not greater than $_____________.

          [  ] (iii) Without any further adjustment or limitation.

          [  ] (2) $_____________ [Note: Not exceeding the taxable wage base
                for the Plan Year in which this Adoption Agreement first is
                effective.]


                                       16
<PAGE>
MAXIMUM DISPARITY TABLE. For purposes of Options (f), (g) and (h), the
applicable percentage is:


<TABLE>
<CAPTION>

          Integration Level (as                 Applicable Percentages for      Applicable Percentages
percentage of taxable wage base)                 Option (f) or Option (g)           for Option (h)
--------------------------------                --------------------------      ----------------------
<S>                                                      <C>                                <C>
100%                                                     5.7%                               2.7%

More than 80% but less than 100%                         5.4%                               2.4%

More than 20% (but not less than $10,001)
and not more than 80%                                    4.3%                               1.3%

20% (or $10,000, if greater) or less                     5.7%                               2.7%
</TABLE>


[  ] (j) ALLOCATION OFFSET. The Advisory Committee will reduce a Participant's
     allocation otherwise made under Part II of this Section 3.04 by the
     Participant's allocation under the following qualified plan(s) maintained
     by the Employer:_________________________________________________________.

     The Advisory Committee will determine this allocation reduction: (Choose
     (1) or (2))

     [  ] (1) By treating the term "nonelective contribution" as including all
          amounts paid or accrued by the Employer during the Plan Year to the
          qualified plan(s) referenced under this Option (j). If a Participant
          under this Plan also participates in that other plan, the Advisory
          Committee will treat the amount the Employer contributes for or during
          a Plan Year on behalf of a particular Participant under such other
          plan as an amount allocated under this Plan to that Participant's
          Account for that Plan Year. The Advisory Committee will make the
          computation of allocation required under the immediately preceding
          sentence before making any allocation of nonelective contributions
          under this Section 3.04.

     [  ] (2) In accordance with the formula provided in an addendum to this
          Adoption Agreement, numbered 3.04(j).

TOP HEAVY MINIMUM ALLOCATION - METHOD OF COMPLIANCE. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (Choose (k) or (l))

[X]  (k) The Employer will make any necessary additional contribution to the
     Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

[  ] (l) The Employer will satisfy the top heavy minimum allocation under the
     following plan(s) it maintains:____________________________________________
     However, the Employer will make any necessary additional contribution to
     satisfy the top heavy minimum allocation for an Employee covered only under
     this Plan and not under the other plan(s) designated in this Option (l).
     See Section 3.04(B)(7)(b) of the Plan.


                                       17
<PAGE>

If the Employer maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code ss.416.

RELATED EMPLOYERS. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the Advisory Committee must allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each Participant in the Plan, in accordance with the elections in this
Adoption Agreement Section 3.04: (Choose (m) or (n))

[  ] (m) Without regard to which contributing related group member employs the
     Participant.

[X]  (n) Only to the Participants directly employed by the contributing
     Employer. If a Participant receives Compensation from more than one
     contributing Employer, the Advisory Committee will determine the
     allocations under this Adoption Agreement Section 3.04 by prorating among
     the participating Employers the Participant's Compensation and, if
     applicable, the Participant's Integration Level under Option (i).

     3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required
under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant
forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))

[  ] (a) As an Employer nonelective contribution for the Plan Year in which the
     forfeiture occurs, as if the Participant forfeiture were an additional
     nonelective contribution for that Plan Year.

[X]  (b) To reduce the Employer matching contributions and nonelective
     contributions for the Plan Year: (Choose (1) or (2))

     [X]  (1) in which the forfeiture occurs.

     [  ] (2) immediately following the Plan Year in which the forfeiture
          occurs.

[  ] (c) To the extent attributable to matching contributions: (Choose (1), (2)
     or (3))

     [  ] (1) In the manner elected under Options (a) or (b).

     [  ] (2) First to reduce Employer matching contributions for the Plan Year:
          (Choose (i) or (ii))

          [  ] (i) in which the forfeiture occurs,

          [  ] (ii) immediately following the Plan Year in which the forfeiture
               occurs, then as elected in Options (a) or (b).

     [  ] (3) As a discretionary matching contribution for the Plan Year in
          which the forfeiture occurs, in lieu of the manner elected under
          Options (a) or (b).


                                       18
<PAGE>

[  ] (d) First to reduce the Plan's ordinary and necessary administrative
     expenses for the Plan Year and then will allocate any remaining forfeitures
     in the manner described in Options (a), (b) or (c), whichever applies. If
     the Employer elects Option (c), the forfeitures used to reduce Plan
     expenses: (Choose (1) or (2))

     [  ] (1) relate proportionately to forfeitures described in Option (c) and
          to forfeitures described in Options (a) or (b).

     [  ] (2) relate first to forfeitures described in Option _________________.

ALLOCATION OF FORFEITED EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee
will allocate any forfeited excess aggregate contributions (as described in
Section 14.09): (Choose (e), (f) or (g))

[X]  (e) To reduce Employer matching contributions for the Plan Year: (Choose
     (1) or (2))

     [X]  (1) in which the forfeiture occurs.

     [  ] (2) immediately following the Plan Year in which the forfeiture
          occurs.

[  ] (f) As Employer discretionary matching contributions for the Plan Year in
     which forfeited, except the Advisory Committee will not allocate these
     forfeitures to the Highly Compensated Employees who incurred the
     forfeitures.

[  ] (g) In accordance with Options (a) through (d), whichever applies, except
     the Advisory Committee will not allocate these forfeitures under Option (a)
     or under Option (c)(3) to the Highly Compensated Employees who incurred the
     forfeitures.

     3.06 ACCRUAL OF BENEFIT.


COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
or nonelective contribution by taking into account: (Choose (a) or (b))

[  ] (a) The Employee's Compensation for the entire Plan Year.

[X]  (b) The Employee's Compensation for the portion of the Plan Year in which
     the Employee actually is a Participant in the Plan.


                                       19
<PAGE>

ACCRUAL REQUIREMENTS. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if any,
for the Plan Year, a Participant must satisfy the conditions described in the
following elections: (Choose (c) or at least one of (d) through (f))

[  ] (c) SAFE HARBOR RULE. If the Participant is employed by the Employer on the
     last day of the Plan Year, the Participant must complete at least one Hour
     of Service for that Plan Year. If the Participant is not employed by the
     Employer on the last day of the Plan Year, the Participant must complete at
     least 501 Hours of Service during the Plan Year.

[X]  (d) HOURS OF SERVICE CONDITION. The Participant must complete the following
     minimum number of Hours of Service during the Plan Year: (Choose at least
     one of (1) through (5))

     [X]  (1) 1,000 Hours of Service.

     [  ] (2) (Specify, but the number of Hours of Service may not exceed 1,000)
          _____________________________________________________________________.


     [X]  (3) No Hour of Service requirement if the Participant terminates
          employment during the Plan Year on account of: (Choose (i), (ii) or
          (iii))

          [X]  (i) Death.

          [X]  (ii) Disability.

          [X]  (iii) Attainment of Normal Retirement Age in the current Plan
               Year or in a prior Plan Year.

     [  ] (4)_______________________________________________ Hours of Service
          (not exceeding 1,000) if the Participant terminates employment with
          the Employer during the Plan Year, subject to any election in Option
          (3).

     [X]  (5) No Hour of Service requirement for an allocation of the following
          contributions: salary deferrals ____________________________________.

[X]  (e) EMPLOYMENT CONDITION. The Participant must be employed by the Employer
     on the last day of the Plan Year, irrespective of whether he satisfies any
     Hours of Service condition under Option (d), with the following exceptions:
     (Choose (1) or at least one of (2) through (5))

     [  ] (1) No exceptions.

     [X]  (2) Termination of employment because of death.

     [X]  (3) Termination of employment because of disability.


                                       20
<PAGE>

     [X]  (4) Termination of employment following attainment of Normal
          Retirement Age.

     [X]  (5) No employment condition for the following contributions: salary
          deferrals.


[  ] (f) (Specify other conditions, if applicable):______________________.


SUSPENSION OF ACCRUAL REQUIREMENTS. The suspension of accrual requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

[X]  (g) Applies to the Employer's Plan.

[  ] (h) Does not apply to the Employer's Plan.

[  ] (i) Applies in modified form to the Employer's Plan, as described in an
     addendum to this Adoption Agreement, numbered Section 3.06(E).

SPECIAL ACCRUAL REQUIREMENTS FOR MATCHING CONTRIBUTIONS. If the Plan allocates
matching contributions on two or more allocation dates for a Plan Year, the
Advisory Committee, unless otherwise specified in Option (l), will apply any
Hours of Service condition by dividing the required Hours of Service on a
prorata basis to the allocation periods included in that Plan Year. Furthermore,
a Participant who satisfies the conditions described in this Adoption Agreement
Section 3.06 will receive an allocation of matching contributions (and
forfeitures treated as matching contributions) only if the Participant satisfies
the following additional condition(s): (Choose (j) or at least one of (k) or
(l))

[X]  (j) No additional conditions.

[  ] (k) The Participant is not a Highly Compensated Employee for the Plan Year.
     This Option (k) applies to: (Choose (1) or (2))

     [  ] (1) All matching contributions.

     [  ] (2) Matching contributions described in Option(s)_________ of Adoption
          Agreement Section 3.01.

[  ] (l) (Specify) _____________________________________________________________


     3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15
apply, the Excess Amount attributed to this Plan equals: (Choose (a), (b) or
(c))

[  ] (a) The product of:

          (i) the total Excess Amount allocated as of such date (including any
          amount which the Advisory Committee would have allocated but for the
          limitations of Code ss.415), times

<PAGE>

          (ii) the ratio of (1) the amount allocated to the Participant as of
          such date under this Plan divided by (2) the total amount allocated as
          of such date under all qualified defined contribution plans
          (determined without regard to the limitations of Code ss.415).

[X]  (b) The total Excess Amount.

[  ] (c) None of the Excess Amount.

     3.18 DEFINED BENEFIT PLAN LIMITATION.


APPLICATION OF LIMITATION. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

[X]  (a) Does not apply to the Employer's Plan because the Employer does not
     maintain and never has maintained a defined benefit plan covering any
     Participant in this Plan.

[  ] (b) Applies to the Employer's Plan. To the extent necessary to satisfy the
     limitation under Section 3.18, the Employer will reduce: (Choose (1) or
     (2))

     [  ] (1) The Participant's projected annual benefit under the defined
          benefit plan under which the Participant participates.

     [  ] (2) Its contribution or allocation on behalf of the Participant to the
          defined contribution plan under which the Participant participates and
          then, if necessary, the Participant's projected annual benefit under
          the defined benefit plan under which the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

COORDINATION WITH TOP HEAVY MINIMUM ALLOCATION. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: (Choose (c) or at least one of (d) or (e))

[X]  (c) No modifications.

[  ] (d) For Non-Key Employees participating only in this Plan, the top heavy
     minimum allocation is the minimum allocation described in Section 3.04(B)
     determined by substituting _____% (not less than 4%) for "3%," except:
     (Choose (i) or (ii))

     [  ] (i) No exceptions.

     [  ] (ii) Plan Years in which the top heavy ratio exceeds 90%.


                                       22
<PAGE>

[  ] (e) For Non-Key Employees also participating in the defined benefit plan,
     the top heavy minimum is: (Choose (1) or (2))

     [  ] (1) 5% of Compensation (as determined under Section 3.04(B) or the
          Plan) irrespective of the contribution rate of any Key Employee,
          except: (Choose (i) or (ii))

          [  ] (i) No exceptions.

          [  ] (ii) Substituting "7 1/2%" for "5%" if the top heavy ratio does
               not exceed 90%.

     [  ] (2) 0%. [Note: The Employer may not select this Option (2) unless the
          defined benefit plan satisfies the top heavy minimum benefit
          requirements of Code ss.416 for these Non-Key Employees.]

ACTUARIAL ASSUMPTIONS FOR TOP HEAVY CALCULATION. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan: __________ .
If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code ss.416,
the Employer must provide the appropriate provisions in an addendum to this
Adoption Agreement.

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

     4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose (a) or (b);
(c) is available only with (b))


[X]  (a) Does not permit Participant nondeductible contributions.

[  ] (b) Permits Participant nondeductible contributions, pursuant to Section
     14.04 of the Plan.

[  ] (c) The following portion of the Participant's nondeductible contributions
     for the Plan Year are mandatory contributions under Option (i)(3) of
     Adoption Agreement Section 3.01: (Choose (1) or (2))

     [  ] (1) The amount which is not less than: _____________________________ .

     [  ] (2) The amount which is not greater than: __________________________ .

ALLOCATION DATES. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates: (Choose (d) or (e))

[  ] (d) No other allocation dates.


                                       23
<PAGE>

[  ] (e) (Specify)  _____________________________________________________ .


As of an allocation date, the Advisory Committee will credit all nondeductible
contributions made for the relevant allocation period. Unless otherwise
specified in (e), a nondeductible contribution relates to an allocation period
only if actually made to the Trust no later than 30 days after that allocation
period ends.

     4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Mandatory Contributions Account, if any, prior to his Separation
from Service: (Choose (a) or at least one of (b) through (d))

[  ] (a) No distribution options prior to Separation from Service.

[  ] (b) The same distribution options applicable to the Deferral Contributions
     Account prior to the Participant's Separation from Service, as elected in
     Adoption Agreement Section 6.03.

[  ] (c) Until he retires, the Participant has a continuing election to receive
     all or any portion of his Mandatory Contributions Account if: (Choose (1)
     or at least one of (2) through (4))

     [  ] (1) No conditions.

     [  ] (2) The mandatory contributions have accumulated for at least _______
          Plan Years since the Plan Year for which contributed.

     [  ] (3) The Participant suspends making nondeductible contributions for a
          period of _______ months.

     [  ] (4)  (Specify) _____________________________________________________ .



[  ] (d) (Specify)
                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

     5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: (Choose
(a) or (b))


[X]  (a) 62 [State age, but may not exceed age 65]. _______

[  ] (b) The later of the date the Participant attains _______ years of age or
     the _______ anniversary of the first day of the Plan Year in which the
     Participant commenced participation in the Plan. [ The age selected may not
     exceed age 65 and the anniversary selected may not exceed the 5th.]

     5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

[X]  (a) Does not apply.


                                       24
<PAGE>

[  ] (b) Applies to death.

[  ] (c)  Applies to disability.

     5.03 VESTING SCHEDULE.


DEFERRAL CONTRIBUTIONS ACCOUNT/QUALIFIED MATCHING CONTRIBUTIONS
ACCOUNT/QUALIFIED NONELECTIVE CONTRIBUTIONS ACCOUNT/MANDATORY CONTRIBUTIONS
ACCOUNT. A Participant has a 100% Nonforfeitable interest at all times in his
Deferral Contributions Account, his Qualified Matching Contributions Account,
his Qualified Nonelective Contributions Account and in his Mandatory
Contributions Account.

REGULAR MATCHING CONTRIBUTIONS ACCOUNT/EMPLOYER CONTRIBUTIONS ACCOUNT. With
respect to a Participant's Regular Matching Contributions Account and Employer
Contributions Account, the Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

[X]  (a) Immediate vesting. 100% Nonforfeitable at all times. [ Note: The
     Employer must elect Option (a) if the eligibility conditions under Adoption
     Agreement Section 2.01(c) require 2 years of service or more than 12 months
     of employment.]

[  ] (b) Graduated Vesting Schedules.


                               TOP HEAVY SCHEDULE
                                   (MANDATORY)

          Years of                          Nonforfeitable
          Service                             Percentage
        ------------                        --------------
        Less than  1 ..................................__%
                   1 ................................. __%
                   2 ..................................__%
                   3 ..................................__%
                   4 ..................................__%
                   5 ..................................__%
                   6 or more .........................100%

                             NON TOP HEAVY SCHEDULE
                                   (OPTIONAL)

       Years of                           Nonforfeitable
       Service                              Percentage
     -----------                          ---------------
     Less than  1 ....................................__%
                1 ....................................__%
                2 ....................................__%
                3 ....................................__%
                4 ....................................__%
                5 ....................................__%
                6 ....................................__%
                7 or more ...........................100%


[  ] (c) Special vesting election for Regular Matching Contributions Account. In
     lieu of the election under Options (a) or (b), the Employer elects the
     following vesting schedule for a Participant's Regular Matching
     Contributions Account: (Choose (1) or (2))

     [  ] (1) 100% Nonforfeitable at all times.

     [  ] (2) In accordance with the vesting schedule described in the addendum
          to this Adoption Agreement, numbered 5.03(c). [Note: If the Employer
          elects this Option (c)(2), the addendum must designate the applicable
          vesting schedule(s) using the same format as used in Option (b).]


                                       25
<PAGE>

[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Codess.416. The Employer, at its option, may complete a
Non Top Heavy Schedule. The Non Top Heavy Schedule must satisfy Code
ss.411(a)(2). Also see Section 7.05 of the Plan.]

[  ] (d) The Top Heavy Schedule under Option (b) (and, if applicable, under
     Option (c)(2)) applies: (Choose (1) or (2))

     [  ] (1) Only in a Plan Year for which the Plan is top heavy.

     [  ] (2) In the Plan Year for which the Plan first is top heavy and then in
          all subsequent Plan Years. [Note: The Employer may not elect Option
          (d) unless it has completed a Non Top Heavy Schedule.]

MINIMUM VESTING.  (Choose (e) or (f))

[X]  (e) The Plan does not apply a minimum vesting rule.

[  ] (f) A Participant's Nonforfeitable Accrued Benefit will never be less than
     the lesser of $ ____________ or his entire Accrued Benefit, even if the
     application of a graduated vesting schedule under Options (b) or (c) would
     result in a smaller Nonforfeitable Accrued Benefit.

LIFE INSURANCE INVESTMENTS. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (Choose (g) or
(h))

[  ] (g) Subject to the vesting election under Options (a), (b) or (c).

[X]  (h) 100% Nonforfeitable at all times, irrespective of the vesting election
     under Options (b) or (c)(2).

     5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/ RESTORATION
OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section
5.04(C) of the Plan: (Choose (a) or (b))

[X]  (a) Does not apply.

[  ] (b) Will apply to determine the timing of forfeitures for 0% vested
     Participants. A Participant is not a 0% vested Participant if he has a
     Deferral Contributions Account.

     5.06 YEAR OF SERVICE - VESTING.


VESTING COMPUTATION PERIOD. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))

[  ] (a) Plan Years.


                                       26
<PAGE>

[X]  (b) Employment Years. An Employment Year is the 12 consecutive month period
     measured from the Employee's Employment Commencement Date and each
     successive 12 consecutive month period measured from each anniversary of
     that Employment Commencement Date.

HOURS OF SERVICE. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

[X]  (c) 1,000 Hours of Service.

[  ] (d) Hours of Service. [Note: The Hours of Service requirement may not
     exceed 1,000.]

     5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b)
through (e))

[X]  (a) None other than as specified in Section 5.08(a) of the Plan.

[  ] (b) Any Year of Service before the Participant attained the age of _____ .
     Note: The age selected may not exceed age 18.]

[  ] (c) Any Year of Service during the period the Employer did not maintain
     this Plan or a predecessor plan.

[  ] (d) Any Year of Service before a Break in Service if the number of
     consecutive Breaks in Service equals or exceeds the greater of 5 or the
     aggregate number of the Years of Service prior to the Break. This exception
     applies only if the Participant is 0% vested in his Accrued Benefit derived
     from Employer contributions at the time he has a Break in Service.
     Furthermore, the aggregate number of Years of Service before a Break in
     Service do not include any Years of Service not required to be taken into
     account under this exception by reason of any prior Break in Service.

[  ] (e) Any Year of Service earned prior to the effective date of ERISA if the
     Plan would have disregarded that Year of Service on account of an
     Employee's Separation from Service under a Plan provision in effect and
     adopted before January 1, 1974.

                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENTS OF BENEFITS

CODE SS.411(D)(6) PROTECTED BENEFITS. The elections under this Article VI may
not eliminate Code ss.411(d)(6) protected benefits. To the extent the elections
would eliminate a Code ss.411(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.


                                       27
<PAGE>

     6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

DISTRIBUTION DATE. A distribution date under the Plan means any day on which the
U. S. financial markets are open.. [Note: The Employer must specify the
appropriate date(s). The specified distribution dates primarily establish
annuity starting dates and the notice and consent periods prescribed by the
Plan. The Plan allows the Trustee an administratively practicable period of time
to make the actual distribution relating to a particular distribution date.]

NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c),
(d) or (e))

[  ] (a)_________________________________________________of the_____________
     _____________________________________ Plan Year beginning after the
     Participant's Separation from Service.

[X]  (b) as soon as administratively feasible following the Participant's
     Separation from Service.

[  ] (c)__________________________________________________of the Plan Year after
     the Participant incurs___________________________________ Break(s) in
     Service (as defined in Article V).

[  ] (d)________________________________________________________ following the
     Participant's attainment of Normal Retirement Age, but not earlier than
     days following his Separation from Service.

[  ] (e) (Specify)__________________________________________________________.

NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. See the elections under Section
6.03.

DISABILITY. The distribution date, subject to Section 6.01(A)(3), is: (Choose
(f), (g) or (h))

[  ] (f)________________________________________________after the Participant
     terminates employment because of disability.

[X]  (g) The same as if the Participant had terminated employment without
     disability.

[  ] (h) (Specify)_______________________________________________________.

HARDSHIP.  (Choose (i) or (j))

[X]  (i) The Plan does not permit a hardship distribution to a Participant who
     has separated from Service.


                                       28
<PAGE>

[  ] (j) The Plan permits a hardship distribution to a Participant who has
     separated from Service in accordance with the hardship distribution policy
     stated in: (Choose (1), (2) or (3))

     [  ] (1) Section 6.01(A)(4) of the Plan.

     [  ] (2) Section 14.11 of the Plan.

     [  ] (3) The addendum to this Adoption Agreement, numbered Section 6.01.

DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

[X]  (k) Treats the default as a distributable event. The Trustee, at the time
     of the default, will reduce the Participant's Nonforfeitable Accrued
     Benefit by the lesser of the amount in default (plus accrued interest) or
     the Plan's security interest in that Nonforfeitable Accrued Benefit. To the
     extent the loan is attributable to the Participant's Deferral Contributions
     Account, Qualified Matching Contributions Account or Qualified Nonelective
     Contributions Account, the Trustee will not reduce the Participant's
     Nonforfeitable Accrued Benefit unless the Participant has separated from
     Service or unless the Participant has attained age 59 1/2.

[  ] (l) Does not treat the default as a distributable event. When an otherwise
         distributable event first occurs pursuant to Section 6.01 or Section
         6.03 of the Plan, the Trustee will reduce the Participant's
         Nonforfeitable Accrued Benefit by the lesser of the amount in default
         (plus accrued interest) or the Plan's security interest in that
         Nonforfeitable Accrued Benefit.

[  ] (m) (Specify)__________________________________________________.

     6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications: (Choose (a) or
at least one of (b), (c), (d) and (e))

[  ] (a) No modifications.

[  ] (b) Except as required under Section 6.01 of the Plan, a lump sum
     distribution is not available:____________________________________________
     _______________________________________________.

[  ] (c) An installment distribution: (Choose (1) or at least one of (2) or (3))

     [  ] (1) Is not available under the Plan.

     [  ] (2) May not exceed the lesser of____________________years or the
          maximum period permitted under__________________Section 6.02.

     [  ] (3) (Specify)_______________________________________________.

[X]  (d) The Plan permits the following annuity options: joint and survivor
     annuity, preretirement survivor annuity, and single life annuity, more
     fully described in the Appendix to the Plan.


                                       29
<PAGE>

     Any Participant who elects a life annuity option is subject to the
     requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section
     6.04(E). [Note: The Employer may specify additional annuity options in an
     addendum to this Adoption Agreement, numbered 6.02(d).]

[X]  (e) If the Plan invests in qualifying Employer securities, as described in
     Section 10.03(F), a Participant eligible to elect distribution under
     Section 6.03 may elect to receive that distribution in Employer securities
     only in accordance with the provisions of the addendum to this Adoption
     Agreement, numbered 6.02(e).

     6.03 BENEFIT PAYMENT ELECTIONS.


PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (Choose at least
one of (a) through (c))

[  ] (a) As of any distribution date, but not earlier than_______________
     ______________________________________________of the Plan Year beginning
     after the Participant's Separation from__________________________Service.

[X]  (b) As of the following date(s): (Choose at least one of Options (1)
     through (6))

     [  ] (1) Any distribution date after the close of the Plan Year in which
          the Participant attains Normal Retirement Age.

     [X]  (2) Any distribution date following his Separation from Service with
          the Employer.

     [  ] (3) Any distribution date in the_________________________Plan Year(s)
          _________________beginning after his Separation from Service.

     [  ] (4) Any distribution date in the Plan Year after the Participant
          incurs Break(s) in Service (as defined in Article V).

     [X]  (5) Any distribution date following attainment of age 55 and
          completion of at least N/A Years of Service (as defined in Article V).

     [  ] (6)  (Specify)_________________________________________________.

[  ] (c) (Specify)_________________________________________________.

     The distribution events described in the election(s) made under Options
     (a), (b) or (c) apply equally to all Accounts maintained for the
     Participant unless otherwise specified in Option (c).


                                       30
<PAGE>

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - REGULAR MATCHING
CONTRIBUTIONS ACCOUNT AND EMPLOYER CONTRIBUTIONS ACCOUNT. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service: (Choose (d) or at least one of (e)
through (h))

[  ] (d) No distribution options prior to Separation from Service.

[X]  (e) Attainment of Specified Age. Until he retires, the Participant has a
     continuing election to receive all or any portion of his Nonforfeitable
     interest in these Accounts after he attains: (Choose (1) or (2))

     [  ] (1) Normal Retirement Age.

     [X]  (2) 59-1/2 years of age and is at least 100% vested in these Accounts.
          [Note: If the percentage is less than 100%, see the special
          vesting formula in Section 5.03.]

[  ] (f) After a Participant has participated in the Plan for a period of not
     less than_________________years and he is 100% vested in these Accounts,
     until he retires, the Participant has a continuing election to receive all
     or any portion of the Accounts. [Note: The number in the blank space may
     not be less than 5.]

[  ] (g) Hardship. A Participant may elect a hardship distribution prior to his
     Separation from Service in accordance with the hardship distribution
     policy: (Choose (1), (2) or (3); (4) is available only as an additional
     option)

     [  ] (1) Under Section 6.01(A)(4) of the Plan.

     [  ] (2) Under Section 14.11 of the Plan.

     [  ] (3) Provided in the addendum to this Adoption Agreement, numbered
          Section 6.03.

     [  ] (4) In no event may a Participant receive a hardship distribution
          before he is at least______________% vested in these Accounts. [Note:
          If the percentage in the blank is less than 100%, see the special
          vesting formula in Section 5.03.]

[X]  (h) (Specify) See the Appendix for restrictions on distributions from
     Servantis Systems, Inc. Money Purchase Pension Plan and Trust accounts.


[Note: The Employer may use an addendum, numbered 6.03, to provide additional
language authorized by Options (b)(6), (c), (g)(3) or (h) of this Adoption
Agreement Section 6.03.]

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - DEFERRAL CONTRIBUTIONS
ACCOUNT, QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT AND QUALIFIED NONELECTIVE
CONTRIBUTIONS ACCOUNT. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (Choose (i) or at least one of (j)
through (l))

[  ] (i) No distribution options prior to Separation from Service.


                                       31
<PAGE>

[X]  (j) Until he retires, the Participant has a continuing election to receive
     all or any portion of these Accounts after he attains: (Choose (1) or (2))

     [  ] (1) The later of Normal Retirement Age or age 59 1/2.

     [X]  (2) Age 59-1/2 (at least 59 1/2).

[X]  (k) Hardship. A Participant, prior to this Separation from Service, may
     elect a hardship distribution from his Deferral Contributions Account in
     accordance with the hardship distribution policy under Section 14.11 of the
     Plan.

[  ] (l) (Specify)______________________________________________________. [Note:
     Option (l) may not permit in service distributions prior to age 59 1/2
     (other than hardship) and may not modify the hardship policy described in
     Section 14.11.]

SALE OF TRADE OR BUSINESS/SUBSIDIARY. If the Employer sells substantially all of
the assets (within the meaning of Code ss.409(d)(2)) used in a trade or business
or sells a subsidiary (within the meaning of Code ss.409(d)(3)), a Participant
who continues employment with the acquiring corporation is eligible for
distribution from his Deferral Contributions Account, Qualified Matching
Contributions Account and Qualified Nonelective Contributions Account: (Choose
(m) or (n))

[X]  (m) Only as described in this Adoption Agreement Section 6.03 for
     distributions prior to Separation from Service.

[  ] (n) As if he has a Separation from Service. After March 31, 1988, a
     distribution authorized solely by reason of this Option (n) must constitute
     a lump sum distribution, determined in a manner consistent with Code
     ss.401(k)(10) and the applicable Treasury regulations.

     6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
annuity distribution requirements of Section 6.04: (Choose (a) or (b))

[  ] (a) Apply only to a Participant described in Section 6.04(E) of the Plan
     (relating to the profit sharing exception to the joint and survivor
     requirements).

[X]  (b)  Apply to all Participants.



                                       32
<PAGE>


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

     9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than
a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a), (b) or (c))

[X]  (a) 0% per annum. [Note: The percentage may equal 0%.]

[  ] (b) The 90 day Treasury bill rate in effect at the beginning of the current
     valuation period.

[  ] (c)  (Specify)______________________________________________________.

     9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to
Section 14.12, to determine the allocation of net income, gain or loss:
(Complete only those items, if any, which are applicable to the Employer's Plan)

[X]  (a) For salary reduction contributions, the Advisory Committee will:
     (Choose (1), (2), (3), (4) or (5))

     [X]  (1) Apply Section 9.11 without modification.

     [  ] (2) Use the segregated account approach described in Section 14.12.

     [  ] (3) Use the weighted average method described in Section 14.12, based
          on a __________________ weighting period.

     [  ] (4) Treat as part of the relevant Account at the beginning of the
          valuation period______ % of the salary reduction contributions:
          (Choose (i) or (ii))

          [  ] (i) made during that valuation period.

          [  ] (ii) made by the following specified time:____________________.



     [  ] (5) Apply the allocation method described in the addendum to this
          Adoption Agreement numbered 9.11(a).

[X]  (b) For matching contributions, the Advisory Committee will: (Choose (1),
     (2), (3) or (4))

     [X]  (1) Apply Section 9.11 without modification.

     [  ] (2) Use the weighted average method described in Section 14.12, based
          on a  __________________ weighting period.

     [  ] (3) Treat as part of the relevant Account at the beginning of the
          valuation period  _____% of the matching contributions allocated
          during the valuation period.


                                       33
<PAGE>

     [  ] (4) Apply the allocation method described in the addendum to this
          Adoption Agreement numbered 9.11(b).

[X]  (c) For Participant nondeductible contributions, the Advisory Committee
     will: (Choose (1), (2), (3), (4) or (5))

     [X]  (1) Apply Section 9.11 without modification.

     [  ] (2) Use the segregated account approach described in Section 14.12.

     [  ] (3) Use the weighted average method described in Section 14.12, based
          on a __________________ weighting period.

     [  ] (4) Treat as part of the relevant Account at the beginning of the
          valuation period____________________% of the Participant nondeductible
          contributions: (Choose (i) or (ii))

          [  ] (i) made during that valuation period.

          [  ] (ii) made by the following specified time:______________________
               _____________________________________.

     [  ] (5) Apply the allocation method described in the addendum to this
          Adoption Agreement numbered 9.11(c).


                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

     10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the
aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (Choose (a) or (b))

[  ] (a) May not exceed 10% of Plan assets.

[  ] (b) May not exceed _______% of Plan assets. [Note: The percentage may not
     exceed 100%.]


     10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee
must value the Trust Fund on the following valuation date(s): (Choose (a) or
(b))

[X]  (a) No other mandatory valuation dates.

[  ] (b) (Specify)__________________________________________________________.



                                       34
<PAGE>
                             EFFECTIVE DATE ADDENDUM
                              (RESTATED PLANS ONLY)

     The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (Choose whichever elections apply)

[  ] (a) COMPENSATION DEFINITION. The Compensation definition of Section 1.12
     (other than the $200,000 limitation) is effective for Plan Years beginning
     after ____________. [Note: May not be effective later than the first day of
     the first Plan Year beginning after the Employer executes this Adoption
     Agreement to restate the Plan for the Tax Reform Act of 1986, if
     applicable.]

[  ] (b) ELIGIBILITY CONDITIONS. The eligibility conditions specified in
     Adoption Agreement Section 2.01 are effective for Plan Years beginning
     after_____________.

[  ] (c) SUSPENSION OF YEARS OF SERVICE. The suspension of Years of Service rule
     elected under Adoption Agreement Section 2.03 is effective for Plan Years
     beginning after____________.

[  ] (d) CONTRIBUTION/ALLOCATION FORMULA. The contribution formula elected under
     Adoption Agreement Section 3.01 and the method of allocation elected under
     Adoption Agreement Section 3.04 is effective for Plan Years beginning after
     ________________________.


[  ] (e) ACCRUAL REQUIREMENTS. The accrual requirements of Section 3.06 are
     effective for Plan Years beginning after__________________.

[  ] (f) EMPLOYMENT CONDITION. The employment condition of Section 3.06 is
     effective for Plan Years beginning after____________________.

[  ] (g) ELIMINATION OF NET PROFITS. The requirement for the Employer not to
     have net profits to contribute to this Plan is effective for Plan Years
     beginning after________________. [Note: The date specified may not be
     earlier than December 31, 1985.]

[  ] (h) VESTING SCHEDULE. The vesting schedule elected under Adoption Agreement
     Section 5.03 is effective for Plan Years beginning after________________.

[  ] (i) ALLOCATION OF EARNINGS. The special allocation provisions elected under
     Adoption Agreement Section 9.11 are effective for Plan Years beginning
     after_________________________.


[  ] (j) (Specify)_______________________________________________________.

     For Plan Years prior to the special Effective Date, the terms of the Plan
prior to its restatement under this Adoption Agreement will control for purposes
of the designated provisions. A special Effective Date may not result in the
delay of a Plan provision beyond the permissible Effective Date under any
applicable law requirements.



                                       35
<PAGE>
      APPENDIX TO THE CHECKFREE CORPORATION 401(K) PLAN EFFECTIVE 07/01/97


A. DESCRIPTION OF TRANSACTIONS -


CheckFree Corporation was the sponsoring Employer prior to December 22, 1997, at
which time CheckFree Holdings Corporation became the sponsoring Employer and
CheckFree Corporation became a participating Employer.

The CheckFree Corporation 401(k) Plan was formerly known as the Servantis
Systems, Inc. Employees Retirement Plan. In October, 1996, the assets of the
Servantis Systems, Inc. Money Purchase Pension Plan were merged into the
Servantis Systems, Inc. Employees Retirement Plan (the "Plan"). The Plan was
amended and restated on December 20, 1996, effective January 1, 1997. The
CheckFree Corporation Employees 401(k) Profit Sharing Plan and the Security APL,
Inc. 401(k) Plan were merged into the Plan effective as of January 1, 1997.


B. ADDITIONAL MEMBERS OF THE CONTROLLED GROUP -


The following are corporations or businesses affiliated with or in the same
controlled group of corporations or trades or businesses as the sponsoring
Employer:

CheckFree Corporation                                EIN:  31-1013521
Security APL, Inc.                                   EIN:  36-2987544
Servantis Systems, Inc.                              EIN:  58-1111955
Servantis Systems Holdings, Inc.                     EIN:  58-2127049
Servantis Services, Inc.                             EIN:  58-1981499
CheckFree Software Solutions, Inc.                   EIN:  __________
CheckFree Investment Corporation                     EIN:  51-0327219
RCM Systems, Inc.                                    EIN:  31-1482429
Bowtie Systems, Inc.                                 EIN:  36-3864555


C. SECTION 2.01(k)(3) - SPECIAL PARTICIPATION RULES FOR EMPLOYEES EMPLOYED BY AN
ADOPTING EMPLOYER ON DECEMBER 1, 1996:


As of January 1, 1997, participants in the Plan shall consist of the following
groups:

(i)    Participants in the Plan on December 31, 1996;

(ii) Eligible employees who had not previously been participants as of December
31, 1996, who have met the prior conditions of participation and whose initial
Entry Date is January 1, 1997; and (iii) All employees on December 1, 1996, of
CheckFree Corporation, Security APL, or Servantis Systems, Inc. who are still
employed by one of those employers on January 1, 1997.

Employees who are not participants on January 1, 1997, in accordance with the
above, shall become participants on the Entry Date coincident with or next
following the completion of the minimum age and service requirements selected in
this Adoption Agreement; provided, however, that by resolution of the Board of
Directors of


                                       36
<PAGE>

CheckFree Corporation or any Affiliated Employer, employees of companies that
may be acquired by CheckFree Corporation or an Affiliated Employer may, in the
discretion of CheckFree Corporation or the Affiliated Employer, have their
service with the acquired company treated as service with CheckFree Corporation
or an Affiliated Employer for purposes of eligibility to participate in the Plan
and receive Employer Matching Contributions under the Plan.

D. SECTION 6.02 - In the event a married participant duly elects not to receive
his 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 Plan Administrator, pursuant
to the election of the participant, shall direct the distribution to a
participant or his beneficiary of any amount to which he is entitled under the
Plan in one or more of the following methods:

1. One lump sum payment in cash, or if elected in accordance with the provisions
of Section E of this Appendix, in Employer stock;

2. Payments over a period certain in monthly, quarterly, semiannual, or annual
cash installments. In order to provide such installment payments, the Plan
Administrator may direct that the participant's interest in the Plan be
segregated and invested separately, and that the funds in the segregated account
be used for the payment of the 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 his designated beneficiary);

3.  Purchase of an annuity.  The following forms of annuity shall be available:

(a)  single life annuity

(b)  single life annuity with certain periods of 5, 10 or 15 years

(c)  single life annuity with installment refund

(d) survivorship life annuities with installment refund and survivor percentages
of 50, 66 2/3, or 100

(e) fixed period annuities for any period of whole months which is not less than
60 and does not exceed the life expectancy of the participant and the named
beneficiary.

Any annuity contract distributed shall be nontransferable, and the terms of such
contract shall comply with the requirements of the Plan.


E. SECTION 6.02(e) - EMPLOYER SECURITIES


The Committee shall be authorized to direct the Trustee to establish an Employer
stock fund for the purpose of receiving and holding any shares of Employer stock
contributed to the plan as matching contributions and/or discretionary Employer
contributions. Each participant shall not be permitted to direct the investment
or reinvestment of any portion of his account in the Employer stock fund. To the
extent amounts allocated to a participant's separate account are invested in
Employer stock, the distribution of such amounts shall be made in cash or shares
of Employer stock, as elected by the participant or beneficiary. Any participant
who receives a distribution of Employer stock under the plan and desires to
dispose of such Employer stock shall not be required


                                       37
<PAGE>

to first offer to sell such Employer stock to the Employer. Each participant or
his beneficiary shall not be entitled to direct the Trustee as to the manner in
which shares of Employer stock allocated to the participant's separate accounts
shall be voted with respect to any corporate matter that involves voting the
Employer stock allocated to the participant's separate accounts.


F.  SECTION 6.03 - LIMITATION ON PARTICIPANT WITHDRAWALS AND DISTRIBUTIONS -

Notwithstanding any provision of the Plan to the contrary, including Section
6.03 of the Adoption Agreement, to the extent that any optional form of benefit
under the Plan permits a distribution prior to the Participant's retirement,
death, disability or severance from employment, and prior to the Plan's
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 were transferred, within the meaning of Section 414(l) of
the Code, to the Plan from a money purchase pension plan qualified under Section
401(a) of the Code (other than any portion of those assets and liabilities
attributable to voluntary employee contributions) including, but not limited to,
benefits attributable to assets (including the post-transfer earnings thereon)
and liabilities transferred from the Servantis Systems, Inc. Money Purchase
Pension Plan and Trust.






<PAGE>



                                 EXECUTION PAGE

        The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance, on this 1st day of June, 1998.

Name and EIN of Employer: CheckFree Holdings Corporation, EIN:_58-2360335
                          ---------------------------------------------------


Signed: /s/ Peter J. Kight
        -----------------------------------------------------------------------



Name(s) of Trustee: INVESCO TRUST COMPANY
                    ------------------------

Signed: /s/ R. Eric Starr, Trust Officer
        -------------------------------------------------------------

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


Name of Custodian:
                   ---------------------------------------------------

Signed:
        --------------------------------------------------------------

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 of
the Plan.]

PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 003.

USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Master Plan Sponsor's recordkeeping purposes and does not necessarily
correspond to the plan number the Employer designated in the prior paragraph.

MASTER PLAN SPONSOR. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: 7800 East Union Avenue Denver, CO 80237 303 930-6400.


                                       39

<PAGE>

RELIANCE ON OPINION LETTER. The Employer may not rely on the Master Plan
Sponsor's opinion letter covering this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.




                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CheckFree Holdings Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's participation in the
          designated Plan is: July 1, 1997.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[ ]  (a)  The adoption of a new plan by the Participating Employer.

[X]  (b)  The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as Checkfree Corporation 401(k)
          Plan, and having an original effective date of 04/01/1984.

          Dated this  1st day of June, 1998.

             Name of Participating Employer:  SERVANTIS SYSTEMS HOLDINGS, INC.
                                             ----------------------------------


             Signed: /s/ Peter J. Kight
                     ---------------------------------------------------


                   Participating Employer's EIN:   58-2127049
                                                 ----------------

ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

             Name of Signatory Employer: CheckFree Holdings Corporation
                                         ------------------------------

Accepted:    6/1/98
             [Date]      Signed: /s/ Peter J. Kight


                                       40


<PAGE>

                         Name(s) of Trustee: INVESCO Trust Company
                                             ------------------------

Accepted:   6/22/98
             [Date]      Signed: /s/ R. Eric Starr, Trust Officer
                                ---------------------------------------------

[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]



                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CheckFree Holdings Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's participation in the
          designated Plan is: July 1, 1997. ------------

     2.   The undersigned Employer's adoption of this Plan constitutes:

[ ]  (a)  The adoption of a new plan by the Participating Employer.

[X]  (b)  The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as Checkfree Corporation 401(k)
          Plan, and having an original effective date of 04/01/1984.

          Dated this 1st day of June, 1998.


             Name of Participating Employer:  SERVANTIS SERVICES, INC.
                                             ----------------------------------


             Signed: /s/ Peter J. Kight
                     ---------------------------------------------------


                   Participating Employer's EIN:   58-1981499
                                                 ----------------

ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.


                                       41


<PAGE>

             Name of Signatory Employer: CheckFree Holdings Corporation
                                         --------------------------------


Accepted:    6/1/98
             [Date]      Signed: /s/ Peter J. Kight
                                 ---------------------------------------------


                         Name(s) of Trustee: INVESCO Trust Company
                                             -----------------------


Accepted:    6/22/98
             [Date]      Signed: /s/ R. Eric Starr, Trust Officer
                                 ---------------------------------------------


[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]


                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CheckFree Holdings Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's participation in the
          designated Plan is: July 1, 1997.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[ ]  (a)  The adoption of a new plan by the Participating Employer.

[X]  (b)  The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as Checkfree Corporation 401(k)
          Plan, and having an original effective date of 04/01/1984.

          Dated this 1st day of June, 1998.

             Name of Participating Employer: CHECKFREE SOFTWARE SOLUTIONS, INC.
                                             ----------------------------------


             Signed: /s/ Peter J. Kight
                     ---------------------------------------------------


                                       42


<PAGE>

                   Participating Employer's EIN:
                                                 ----------------

ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

             Name of Signatory Employer: CheckFree Holdings Corporation
                                         --------------------------------


Accepted:    6/1/98
             [Date]      Signed: /s/ Peter J. Kight
                                 ---------------------------------------------


                         Name(s) of Trustee: INVESCO Trust Company
                                             -----------------------


Accepted:    6/22/98
             [Date]      Signed: /s/ R. Eric Starr, Trust Officer
                                 ---------------------------------------------



[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]


                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CheckFree Holdings Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's participation in the
          designated Plan is: July 1, 1997.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[ ]  (a)  The adoption of a new plan by the Participating Employer.

[X]  (b)  The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as Checkfree Corporation 401(k)
          Plan, and having an original effective date of 04/01/1984.

          Dated this 1st day of June, 1998.


                                       43


<PAGE>

             Name of Participating Employer:  CHECKFREE INVESTMENT CORPORATION
                                             ----------------------------------


             Signed: /s/ Peter J. Kight
                     ---------------------------------------------------


                   Participating Employer's EIN:   51-03272193
                                                 ----------------


ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

             Name of Signatory Employer: CheckFree Holdings Corporation
                                         --------------------------------


Accepted:    6/1/98
             [Date]      Signed: /s/ Peter J. Kight
                                 ---------------------------------------------


                         Name(s) of Trustee: INVESCO Trust Company
                                             -----------------------


Accepted:    6/22/98
             [Date]      Signed: /s/ R. Eric Starr, Trust Officer
                                 ---------------------------------------------



[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]


                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CheckFree Holdings Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's participation in the
          designated Plan is: July 1, 1997.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[ ]  (a)  The adoption of a new plan by the Participating Employer.


                                       44


<PAGE>

[X]  (b)  The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as Checkfree Corporation 401(k)
          Plan, and having an original effective date of 04/01/1984.


          Dated this 1st day of June, 1998.


             Name of Participating Employer:  RCM SYSTEMS, INC.
                                             --------------------


             Signed: /s/ Peter J. Kight
                     ---------------------------------------------------


                   Participating Employer's EIN:   31-1482429
                                                 ----------------


ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

             Name of Signatory Employer: CheckFree Holdings Corporation
                                         --------------------------------


Accepted:    6/1/98
             [Date]      Signed: /s/ Peter J. Kight
                                 ---------------------------------------------


                         Name(s) of Trustee: INVESCO Trust Company
                                             -----------------------


Accepted:    6/22/98
             [Date]      Signed: /s/ R. Eric Starr, Trust Officer
                                 ---------------------------------------------



[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]



                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CheckFree Holdings Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.


                                       45


<PAGE>


     1.   The Effective Date of the undersigned Employer's participation in the
          designated Plan is: July 1, 1997.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[ ]  (a)  The adoption of a new plan by the Participating Employer.

[X]  (b)  The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as Checkfree Corporation 401(k)
          Plan, and having an original effective date of 04/01/1984.


          Dated this 1st day of June, 1998.


             Name of Participating Employer:  BOWTIE SYSTEMS, INC.
                                             ----------------------

             Signed: /s/ Peter J. Kight
                     ---------------------------------------------------


                   Participating Employer's EIN:   36-3864555
                                                 ----------------


ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

             Name of Signatory Employer: CheckFree Holdings Corporation
                                         --------------------------------


Accepted:    6/1/98
             [Date]      Signed: /s/ Peter J. Kight
                                 ---------------------------------------------



                         Name(s) of Trustee: INVESCO Trust Company
                                             -----------------------


Accepted:    6/22/98
             [Date]      Signed: /s/ R. Eric Starr, Trust Officer
                                 ---------------------------------------------



[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]



                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)


                                       46


<PAGE>

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CheckFree Holdings Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's participation in the
          designated Plan is: July 1, 1997.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[ ]  (a)  The adoption of a new plan by the Participating Employer.

[X]  (b)  The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as Checkfree Corporation 401(k)
          Plan, and having an original effective date of 04/01/1984.


          Dated this 1st day of June, 1998.


             Name of Participating Employer:  SECURITY APL, INC.
                                             ----------------------


             Signed: /s/ Peter J. Kight
                     ---------------------------------------------------


                   Participating Employer's EIN:   36-2987544
                                                 ----------------


ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

             Name of Signatory Employer: CheckFree Holdings Corporation
                                         --------------------------------


Accepted:    6/1/98
             [Date]      Signed: /s/ Peter J. Kight
                                 ---------------------------------------------



                         Name(s) of Trustee: INVESCO Trust Company
                                             -----------------------


Accepted:    6/22/98
             [Date]      Signed: /s/ R. Eric Starr, Trust Officer
                                 ---------------------------------------------






[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]


                                       47


<PAGE>


                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CheckFree Holdings Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's participation in the
          designated Plan is: July 1, 1997.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[ ]  (a)  The adoption of a new plan by the Participating Employer.

[X]  (b)  The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as Checkfree Corporation 401(k)
          Plan, and having an original effective date of 04/01/1984.


          Dated this 1st day of June, 1998.


             Name of Participating Employer:  SERVANTIS SYSTEMS, INC.
                                             --------------------------


             Signed:
                     ---------------------------------------------------


                   Participating Employer's EIN:   58-1111955
                                                 ----------------


ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

             Name of Signatory Employer: CheckFree Holdings Corporation
                                         --------------------------------


Accepted:    6/1/98
             [Date]      Signed: /s/ Peter J. Kight
                                 ---------------------------------------------



                         Name(s) of Trustee: INVESCO Trust Company
                                             -----------------------


Accepted:    6/22/98
             [Date]      Signed: /s/ R. Eric Starr, Trust Officer
                                 ---------------------------------------------




                                       48


<PAGE>


[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]



                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CheckFree Holdings Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's participation in the
          designated Plan is: July 1, 1997.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[ ]  (a)  The adoption of a new plan by the Participating Employer.

[X]  (b)  The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as Checkfree Corporation 401(k)
          Plan, and having an original effective date of 04/01/1984.


          Dated this 1st day of June, 1998


             Name of Participating Employer:  SERVANTIS SYSTEMS, INC.
                                             --------------------------


             Signed: /s/ Peter J. Kight
                     ---------------------------------------------------


                   Participating Employer's EIN:   58-1111955
                                                 ----------------


ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

             Name of Signatory Employer: CheckFree Holdings Corporation
                                         --------------------------------


Accepted:    6/1/98
             [Date]      Signed: /s/ Peter J. Kight
                                 ---------------------------------------------


                         Name(s) of Trustee: INVESCO Trust Company
                                             -----------------------



                                       49


<PAGE>
Accepted:    6/22/98
             [Date]      Signed: /s/ R. Eric Starr, Trust Officer
                                 ---------------------------------------------


[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]



                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CheckFree Holdings Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's participation in the
          designated Plan is: April 1, 1984.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[ ]  (a)  The adoption of a new plan by the Participating Employer.

[X]  (b)  The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as Checkfree Corporation 401(k)
          Plan, and having an original effective date of 04/01/1984.


          Dated this 1st day of June, 1998


             Name of Participating Employer:  CHECKFREE CORPORATION
                                             --------------------------


             Signed: /s/ Peter J. Kight
                     ---------------------------------------------------


                   Participating Employer's EIN:   31-1013521
                                                 ----------------


ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

             Name of Signatory Employer: CheckFree Holdings Corporation
                                         --------------------------------


                                       50


<PAGE>



Accepted:    6/1/98
             [Date]      Signed: /s/ Peter J. Kight
                                 ---------------------------------------------



                         Name(s) of Trustee: INVESCO Trust Company
                                             -----------------------


Accepted:    6/22/98
             [Date]      Signed: /s/ R. Eric Starr, Trust Officer
                                 ---------------------------------------------



[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]


                                       51

<PAGE>


                             PARTICIPATION AGREEMENT
         FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by CheckFree Holdings Corporation, the Signatory Employer to the
Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's participation in the
          designated Plan is April 1, 2000.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[ ]  (a)  The adoption of a new plan by the Participating Employer.

[X]  (b)  The adoption of an amendment and restatement of a plan currently
          maintained by the Employer, identified as Blue Gill Technologies Inc.
          Retirement Savings Plan, and having an original effective date of
          January 1, 1999.


          Dated this                      day of                    ,         .
                     --------------------        ------------------   --------


             Name of Participating Employer:  Blue Gill Technologies Inc.
                                             ------------------------------


             Signed: /s/ Vinay Gupta
                     ---------------------------------------------------


                   Participating Employer's EIN:   38-3460455
                                                 ----------------


ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

             Name of Signatory Employer: CheckFree Holdings Corporation
                                         --------------------------------


Accepted: ____________
             [Date]      Signed: /s/ Katy P. Owen
                                ----------------------------------------------


                         Name(s) of Trustee: Institutional Trust Company
                                             (formerly INVESCO Trust Company)
                                             ----------------------------------


Accepted:    8/21/00
             [Date]      Signed: /s/ R. Eric Starr, Trust Officer
                                ----------------------------------------------


                                       52


<PAGE>


[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]


                                       53