<PAGE>
                                                                  EXHIBIT 4.4


                                    PLAN 003
                               ADOPTION AGREEMENT
                                       FOR
  STATE MUTUAL OF AMERICA GROUP PROTOTYPE PROFIT SHARING AND 401(K) PLAN NO. 3

For the benefit of its employees, the undersigned adopts this 401(k) Profit
Sharing Plan and in connection therewith makes the following statements and
designations, which designations are subject to change as required to obtain
approval by the Internal Revenue Service. This Adoption Agreement has been
designated as Plan No. 003 by the IRS, and should only be used with State
Mutual's Basic Plan Document No. 03.

           NON-STANDARDIZED 401(K) PLAN--NON-INTEGRATED AND INTEGRATED
                               ALLOCATION FORMULAS

<TABLE>
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<S>                                                                    <C>
 1. Name of Employer:

    First Federal Savings Bank
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 2. Address of Employer: 1519 Ponce de Leon Avenue                     3. Employer's Telephone Number:
                        Santurce,  PR 00908                               (809)  729-8171
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 4. Name, Address and EIN/Tax I.D. Numbers of Other Participating Employers Adopting Plan:
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 5. Name of Employer's 401(k) Profit Sharing Plan:

    First Federal Savings Bank 401(k)Retirement Plan  (Virgin Islands)
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 6. (a) Original Effective Date of Plan                                7. Date of Adoption Agreement:
        and Trust:
                               May 15, 1977                            September 28, 1991
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    (b) Effective Date of this Restated Plan                           8. Plan Number Assigned by the Employer:
        and Trust:
                               September 1, 1991                          [ ] 001 [ ] 002 [ ] 003 [X] 004 [ ]
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 9. Name and Address of Trustee(s):

    Annie Astor de Carbonell, Francisco Cortes and Laura Villarino Tur; same address as item 2
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10. Name, Address and EIN/Tax I.D. Number of Plan Administrator (if other than Employer):

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11. Designation of Profit Sharing Committee (if applicable):

12. (a) Is the Employer a member of:                                   13. Type of Entity:

        (i) an Affiliated Service Group?                                   [ ] Corporation                 [ ] Partnership
           [ ] Yes  [X] No                                                 [X] "Sub S" Corporation         [ ] Other (Specify):

        (ii) a Control Group?
           [ ] Yes  [X] No                                                 [ ] Sole Proprietor             ____________________
    (b) If the Employer is part of an Affiliated Service or Control                                        ____________________
        Group, have all affiliated or controlled employers
        adopted the Plan?
           [ ] Yes  [ ] No
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<S>                                                                    <C>
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14. Nature of Employer's Business, and Standard                        15. Employer Identification Number
    Industrial Classification No. of Employer:                             (Tax I.D. Number):

    Federal Savings Bank - 6022                                            66-0183103
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16. Predecessor Employers (Service with Employers named below shall be treated as Service with the Employer -- see Section
    2.40 of the Plan):
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17. Employer's Fiscal Year for Federal Income Tax Purposes:

    [X] Calendar Year  [ ] Year beginning first day of _________________________________________ (month)
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18. Plan Anniversary: January 1
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    (The first day of each Plan Year that begins after the Plan Effective Date)
</TABLE>

                           DESIGNATED PLAN PROVISIONS

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SECTION 2.06                 Compensation or Earned Income means for a Participant (Check and complete whichever of
DEFINITION OF                the following is applicable):
COMPENSATION

                             [X] (a) his Section 3401 wages (as defined in Section 2.06 of the Plan - generally wages
                                     for federal income tax withholding purposes) actually paid to the Participant
                                     during the applicable period.

                             [ ] (b) his Section 3121 wages (as defined in Section 2.06 of the Plan - generally FICA
                                     wages) actually paid to the Participant during the applicable period.

                             [ ] (c) his Section 415 safe-harbor compensation (as defined in Section 2.06 of the Plan)
                                     actually paid to the Participant during the applicable period.

                             [X] (d) Compensation [X] shall include [] shall not include Employer contributions
                                     made pursuant to a salary reduction agreement which are not includible in the
                                     gross income of the Participant under Sections 125, 402(a)(8), 402(h) or 403(b) of
                                     the Code.

                            *[ ] (e) For purposes of making 401(a) Employer Contributions that are not integrated with
                                     Social Security the following items shall be excluded in determining a Participant's
                                     Compensation:

                                     [ ] (i)   overtime pay

                                     [ ] (ii)  commissions

                                     [ ] (iii) bonuses
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                             [ ] (f) For the first year of Plan participation, Compensation shall exclude Compensation paid
                                     prior to the date the Employee becomes a Plan Participant.

                             [X] (g) Maximum Compensation for Plan purposes: S 200,000

                             [X] (h) Compensation shall be determined over the following applicable period
                                     (check one):

                                     [X]  (i)  the Plan Year

                                     [ ]  (ii) the calendar year ending with or within the Plan Year

                            *NOTE:   Choice (e) may not be elected if the Plan is a Top Heavy Plan, if the Plan is intended
                                     to benefit a Self-Employed Individual or if the Employer chooses an Integrated
                                     Allocation Formula (i.e. elects Section 5.02(b) below).

                           **NOTE:   Choice (f) may not be elected if the Plan is intended to benefit a Self-Employed
                                     Individual.

                             NOTE:   For Plan Years beginning in 1989 and thereafter, the maximum compensation for plan
                                     purposes cannot exceed $200,000 (as adjusted from time to time by the Secretary of
                                     the Treasury) - See Section 2.06 of the Plan.
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SECTION 2.18                 For Employers that maintain significant business activities (and employ Employees) in at least
 SIMPLIFIED                  two significantly separate geographic areas, the simplified definition of Highly Compensated
 DEFINITION                  Employee set forth in Section 2.18 of the Plan [ ] shall [X] shall not apply.
     OF
   HIGHLY
COMPENSATED
 EMPLOYEE
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SECTION 2.19                 Hours of Service shall be determined on the basis of the method selected below. The method
  HOURS OF                   selected shall be applied to all Employees covered under the Plan. (Check one of the following):
  SERVICE

                             [X] (a) On the basis of actual hours for which an Employee is paid or entitled to payment.

                             [ ] (b) On the basis of days worked.

                                     An Employee shall be credited with 10 Hours of Service if under Section 2.19 of
                                     the Plan such Employee would be credited with at least one Hour of Service during
                                     the day.

                             [ ] (c) On the basis of weeks worked.

                                     An Employee shall be credited with 45 Hours of Service if under Section 2.19 of
                                     the Plan such Employee would be credited with at least one Hour of Service during
                                     the week.

                             [ ] (d) On the basis of months worked.

                                     An Employee shall be credited with 190 Hours of Service if under Section 2.19
                                     of the Plan such Employee would be credited with at least one Hour of Service
                                     during the month.
</TABLE>

                                       3

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SECTION 2.24                 The Limitation Year of the Plan shall be (Check or complete one of the following):
 LIMITATION
    YEAR                     [ ] (a) calendar year.

                             [X] (b) Plan Year.

                             [ ] (c) other 12 consecutive month period (specify): ____________________________
                                     _________________________________________________________________________

                             NOTE: All qualified plans of the Employer must use the same Limitation Year.
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SECTION 2.27                 The Normal Retirement Age of a Participant shall be (Check and complete one of the following):

   NORMAL                    [X] (a) the date the Participant attains Age 65_________(Up to Age 65).
RETIREMENT
    AGE                      [ ] (b) the ___________ (up to 5th) anniversary of the date the Participant commenced
                                     participation in the Plan or the date he attains Age 65, whichever is later.

                             [ ] (c) the ___________ (up to 5th) anniversary of the date the Participant commenced
                                     participation in the Plan or the date he attains Age 65, whichever is later/ but in
                                     no event later than Age 70.

                             For purposes of (b) and (c) the participation commencement date is the first day of the Plan
                             Year in which the Participant commenced participation in the Plan.
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SECTION 3.02(1)              The following Employees are eligible to become Participants (Check or complete one of the
 PARTICIPATION               following):
 REQUIREMENTS
(CLASSIFICATION)             [ ] (a) All Employees of the Employer maintaining the Plan.

                             [ ] (b) All Employees of the Employer maintaining the Plan or of any other employer
                                     required to be aggregated under Section 414(b), (c), (m) or (o) of the Internal
                                     Revenue Code. Any individual deemed under Section 414(n) of the Code to be
                                     an employee of any employer described in the previous sentence shall also be
                                     considered an Employee.

                             [ ] (c) All Employees of the Employer maintaining the Plan compensated on an hourly
                                     basis.

                                 (d) All Employees of the Employer maintaining the Plan compensated on a salaried
                                     basis.

                                 (e) All Employees of the Employer maintaining the Plan not eligible to participate
                                     in another qualified pension or profit sharing plan to which the Employer is making
                                     contributions.

                             [ ] (f) All Employees of the Employer maintaining the Plan except Employees included
                                     in a unit of Employees covered by a collective bargaining agreement between the
                                     Employer and Employee representatives, if retirement benefits were the subject
                                     of good faith bargaining and if less than two percent of the Employees of the
                                     Employer who are covered pursuant to that agreement are professionals as defined
                                     in Section 1.410(b)-9(g) of the proposed Regulations. For this purpose, the term
                                     "employee representative" does not include any organization more than half of whose
                                     members are Employees who are owners, officers or executives of the Employer.
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                             [ ] (g) All Employees of the Employer maintaining the Plan covered by a collective
                                     bargaining agreement between the Employer and Employee representatives (as
                                     described above).

                             [ ] (h) All Employees of the Employer maintaining the Plan except Employees who are
                                     nonresident aliens and who receive no earned income from the Employer which
                                     constitutes income from sources within the United States.

                             [X] (i) Other Employee classification (specify): All Employees of the Employer
                                     maintaining the Plan who are residents of the U.S. Virgin
                                     Islands and are eligible under (f) above, except leased employees
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SECTION 3.02(2)              For Plan Years beginning in 1989 and thereafter, the Plan eligibility requirements are (Check
 PARTICIPATION               and complete (a), (b) and (c)  below):
 REQUIREMENTS
 (ENTRY DATE)                [X] (a) Entry Date (Check (i) or (ii) and (iii), if applicable):

                                     [ ]  (i)  Semiannual Entry: Each eligible Employee who complies with the
                                               requirements set forth in the Plan and Trust shall become a Participant on
                                               whichever of the following dates first occurs after the Employee meets the
                                               Age and Service requirements specified in (b) and (c) below, if he is then
                                               employed:

                                               (A)  the following Plan Anniversary; or

                                               (B)  the date six months following the Effective Date or thereafter the date
                                                    six months following each Plan Anniversary.

                                     [X]  (ii) Daily, Monthly or Quarterly Entry: Each eligible Employee who complies
                                               with the requirements set forth in the Plan and Trust shall become a
                                               Participant on (check one of the following):

                                               [ ]  (A)  the day on which

                                               [X]  (B)  the first day of the month coincident with or next following
                                                         the date

                                               [ ]  (C)  the first day of the

                                                         [ ]Plan quarter     [ ] calendar quarter
                                                         coincident with or next following the date

                                               the Employee meets the Age and Service requirements specified in (b) and
                                               (c) below, if he is then employed.

                                     [ ]  (iii)Effective Date Entry: An eligible Employee who is employed on the later of
                                               the Effective Date and Date of Adoption Agreement, and who complies
                                               with the requirements set forth in the Plan and Trust, shall become a
                                               Participant on such later date without regard to any Plan Age and Service
                                               requirements specified in (b) or (c) below.
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<S>                          <C>
                             [X] (b) Service Requirement:
                                     [ ]  (i)  No Service requirement

                                     [X]  (ii) The Employee has completed 1 Year of Service (not more than 1)

                             NOTE:   If the Year of Service elected is a fractional year, an Employee shall not be required
                                     to complete any specified number of Hours of Service to receive credit for such
                                     fractional year.

                             [ ] (c) Age Requirement:

                                     [X]  (i)  No Age requirement

                                     [ ]  (ii) The Employee has attained Age        (not more than 21)

                             Notwithstanding (a)(i) and (a)(ii) above, an eligible Employee who satisfies the Plan Age and
                             Service requirements on the Effective Date and who complies with the requirements set forth
                             in the Plan and Trust will become a Participant on such date if he is then employed.
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SECTION 3.02(3)              In determining when an Employee is eligible to participate, the following periods of Service
 PARTICIPATION               shall be disregarded (Check (a), (b) or (c)):
 REQUIREMENTS
   (SERVICE                  [X] (a) None--All prior Service counts.
  EXCLUSIONS)
                             [ ] (b) In the case of a Participant who does not have any nonforfeitable right to an
                                     Accrued Benefit derived from Employer contributions, Years of Service before
                                     a period of consecutive One Year Breaks in Service will not be taken into account
                                     in computing eligibility service if the number of consecutive One Year Breaks in
                                     Service in such period equals or exceeds the greater of five or the aggregate number
                                     of Years of Service. Such aggregate number of Years of Service will not include
                                     any Years of Service disregarded under the preceding sentence by reason of prior
                                     Breaks in Service.

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

                             [ ] (c) If an Employee had a One Year Break in Service before he had become a Participant,
                                     Service before the Break shall not be counted (applicable only if the Plan provides
                                     full and immediate vesting, i.e., when Section 13.01(l)(a) of the Adoption
                                     Agreement is checked).
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    SECTION 4.01 401(a)      Complete (1), (2), and (3) below:
 EMPLOYER CONTRIBUTIONS,
         401(K)              (1) 401(a) Employer Contributions (Check or complete (a), (b) or (c) and, if applicable, (d) and
  EMPLOYER CONTRIBUTIONS,        (e) below):
401(a) AND 401 (K) EMPLOYER
   MATCH CONTRIBUTIONS       [X] (a) The Employer does not intend to make 401(a) Employer Contributions.

                             [ ] (b) For each Plan Year the Board of Directors or other governing authority of the
                                     Employer shall determine the amount of 401(a) Employer Contributions.

                             [ ] (c) For each Plan Year the Board of Directors or other governing authority of the
                                     Employer shall determine the amount of 401(a) Employer Contributions. However,
                                     if no resolve is made, the amount contributed shall be___________________% of each
                                     Participant's Plan Compensation for such Plan Year.

                            *[ ] (d) (i)  In order to share in 401(a) Employer Contributions for a Plan Year, a Participant
                                          must complete_____________(0--1,000) Hours of Service during such Plan Year.

                                 [ ] (ii) A Participant whose employment is terminated before the end of a Plan Year
                                          but after he has completed the Hours of Service specified in (d)(i) above
                                          (Check (A) or (B) below):

                                     [ ]  (A)  shall share in 401(a) Employer Contributions for such Plan Year.

                                     [ ]  (B)  shall not share in 401(a) Employer Contributions for such Plan Year unless
                                               termination is due to (check whichever of the following is applicable):

                                               [ ]  no exceptions   [ ] death

                                               [ ]  disability      [ ] Early, Normal or Late Retirement

                             [ ] (e) Profits [ ] are [ ] are not required for 401(a) Employer Contributions.

                             (2) 401(k) Employer Contributions (Check or complete (a), (b) or (c) and, if applicable, (d) and
                                 (e) below):

                             [X] (a) The Employer does not intend to make 401(k) Employer Contributions.

                             [ ] (b) For each Plan Year the Board of Directors or other governing authority of the
                                     Employer shall determine the amount of 401(k) Employer Contributions.

                             [ ] (c) For each Plan Year the Board of Directors or other governing authority of the
                                     Employer shall determine the amount of 401(k) Employer Contributions. However,
                                     if no resolve is made, the amount contributed shall be __________________% of each
                                     Participant's Plan Compensation for such Plan Year.
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<S>                          <C>
                             *[ ] (d) (i)  In order to share in 401(k) Employer Contributions for a Plan Year, a Participant
                                          must complete____________ (0--1,000) Hours of Service during such Plan Year.

                                 [ ] (ii) A Participant whose employment is terminated before the end of a Plan Year
                                          but after he has completed the Hours of Service specified in (d)(i) above (check
                                          (A) or (B) below):

                                     [ ]  (A)  shall share in 401(k) Employer Contributions for such Plan Year.

                                     [ ]  (B)  shall not share in 401(k) Employer Contributions for such Plan Year unless
                                               termination is due to (check whichever of the following is applicable):

                                               [ ]  no exceptions         [ ] death

                                               [ ]  disability            [ ] Early, Normal or Late Retirement

                             [ ] (e) Profits   [ ] are  [ ] are not required for 401(k) Employer Contributions.

                             (3) Employer Match Contributions (Check or complete (a), (b) or (c), and, if applicable, (d),
                                 (e) and (f) below):

                             [ ] (a) The Employer does not intend to make Employer Match Contributions.

                             [ ] (b) For each Plan Year the Board of Directors or other governing authority of the
                                     Employer shall determine a percentage(s) to contribute of each eligible Participant's
                                     Salary Savings Contributions.

                                     [ ]  However, in no event shall Employer Match Contributions exceed___________%
                                          of each eligible Participant's Salary Savings Contributions.

                             [X] (c) For each Plan Year the Board of Directors or other governing authority of the
                                     Employer shall determine a percentage(s) to contribute of each eligible Participant's
                                     Salary Savings Contributions; however, if no resolve is made, the amount
                                     contributed shall be 25% of each eligible Participant's Salary Savings
                                     Contributions but not in excess of 1 % of Compensation. **

                             *[X](d) (i)  In order to share in Employer Match Contributions for a Plan Year, a Participant
                                          must complete 0 (0--1,000) Hours of Service during such Plan Year.

                                 [X] (ii) A Participant whose employment is terminated before the end of a Plan Year
                                          but after he has completed the Hours of Service specified in (d)(i) above (check
                                          (A) or (B) below):

                                     [X]  (A)  shall share in 40l(k) Employer Match Contributions for such Plan Year.

                                     [X]  (B)  shall not share in 401(a) Employer Match Contributions for such Plan "year unless
                                               termination is due to (check whichever of the following is applicable):

                                               [X]  no exceptions [ ] death

                                               [ ]  disability    [ ] Early, Normal or Late Retirement

                             [X] (e) Profits [X] are [ ] are not required for Employer Match Contributions.
</TABLE>

**   This amount will be contributed on a monthly basis. In addition to this
     monthly contribution, for each Plan Year the Board of Directors or other
     governing authority of the Employer shall determine a percentage to
     contribute at the end of each Plan Year of each eligible Participant's
     Salary Savings Contributions.

                                                                         Special

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                             [X] (f) Employer Match Contributions shall be allocated by the Trustee to a Participant's
                                     (check (i) or (ii) below, whichever is applicable):

                                 [X] (i)  401(k) Employer Match Contributions Account, and thus shall be 100% vested
                                          and nonforfeitable when made, for match contributions allocated
                                          on a monthly basis only.

                                 [X] (ii) 401(a) Employer Match Contributions Account, and thus shall be subject to
                                          the vesting schedule applicable to 401(a) Employer Contributions, for match
                                          contributions allocated on an annual basis only.

                            *NOTE:   When Contributions are allocated monthly, for administrative convenience it is
                                     recommended that all Options (d)(i) be completed with "0" and Options (d)(ii)(A)
                                     be selected,

                             Note to Section 4.01: Employer Match and 401(k) Employer Contributions may be reduced to
                             comply with the Average Deferral and Average Contribution Percentage Tests of Code Sections
                             401(k) and 401(m). (See Articles VIII and IX of the Plan.)
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SECTION 4.02                 If the Employer maintains one or more qualified retirement plans in addition to this Plan and
 TOP HEAVY                   if this Plan is or becomes a Top Heavy or Super Top Heavy Plan,  the minimum allocation or
PLAN MINIMUM                 benefit requirement applicable to Non-Key Employees participating in this Plan will be met
BENEFITS FOR                 (Check (a) or (b) below):
 EMPLOYERS
WITH MULTIPLE                [X] (a) pursuant to the provisions of Subsection 4.02(e) of the Plan.
   PLANS
                             [ ] (b) under the Employer's other plan or plans.
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 SECTION 4.03                For each Plan Year Participants may direct the Employer to reduce their Compensation in order
    SALARY                   that the Employer may make Salary Savings Contributions, subject to the following (Complete
   SAVINGS                   (a), (b) and (c) below):
CONTRIBUTIONS
                             [x] (a) Minimum Salary Savings Contribution permitted:

                                     [ ]  (i)  no minimum

                                     [X]  (ii) other (specify amount or percentage and period):
                                                 1% of compensation per pay period ________________________
                                                 __________________________________________________________

                             [X] (b) Maximum Salary Savings Contribution permitted (if any) 10% of
                                     Compensation (not more than $7,000, or such other amount as is designated by
                                     the Secretary of the Treasury as the limit for the Participant's taxable year under
                                     Code Section 402(g)).

                             [X] (c) Changes in Savings Amount:

                                     [ ]  (i)  no limit on frequency

                                     [X]  (ii) limited to (specify): 1/1, 4/1, 7/1, and 10/1
                                               (at least once every calendar year)

                             NOTE:   The Plan Administrator may limit Salary Savings Contributions if required to comply
                                     with Code Section 401(k).
</TABLE>

                                                                         Special

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    SECTION 4.04             Voluntary After-Tax Contributions (Check (a) or (b) and, if applicable, (c) and (d)):
VOLUNTARY AFTER-TAX
   CONTRIBUTIONS             [ ] (a) are not permitted.

                             [X] (b) are permitted.

                             [X] (c) minimum permitted (check and complete, if applicable):

                                     [X] (i)   no minimum

                                     [ ] (ii)        % of annual total Compensation

                                     [ ] (iii) $_______ per________(week, month, year)

                             [X] (d) will be maintained and accounted for in

                                     [ ] (i)   one After-Tax Contribution Account.

                                     [X] (ii)  two After-Tax Contribution Accounts, one for Contributions made
                                               before 1987 and one for Contributions made after 1986.

                             NOTE: The maximum a Participant may contribute to the Plan on a voluntary basis is specified
                                   in Section 4.04 of the Plan, and may be limited to comply with Code Section 401(m).

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  SECTION 5.02               Allocation formula (Choose (a) or (b) below):
   METHOD OF
   ALLOCATING                [ ] (a) Non-Integrated Allocation Formula:
401(a) EMPLOYER
 CONTRIBUTIONS                       After any minimum contributions have been allocated to the Accounts of Non-
                                     Key Employees pursuant to Section 4.02 of the Plan, any additional 401(a) Employer
     N/A                             Contributions for each Plan Year shall be allocated among the Accounts of eligible
                                     Participants in amounts determined in accordance with the ratio which each eligible
                                     Participant's Plan Compensation bears to the total Plan Compensation of all
                                     Participants eligible to share in 401(a) Employer Contributions for such Plan Year.

                             [ ] (b) Integrated Allocation Formula:

                                     For Plan Years beginning in 1989 and thereafter, 401(a) Employer Contributions
                                     contributed to the Trust for each Plan Year shall be allocated among the Accounts
                                     of eligible Participants according to the formula described below:

                                     (1) STEP ONE: First, for any Plan Year the Plan is a Top Heavy Plan, the 401(a)
                                         Employer Contributions will be allocated among the Accounts of all eligible
                                         Participants in the ratio that each Participant's top heavy Compensation bears
                                         to the sum of all eligible Participants' top heavy Compensation, but not in
                                         excess of the top heavy minimum contribution to be made to the Accounts
                                         of Non-Key Employees pursuant to Section 4.02 of the Plan.
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                                     (2) STEP TWO: Any such Contributions remaining after any allocation in Step
                                         One will be allocated to the Account of each eligible Participant in the ratio
                                         that the sum of each eligible Participant's total Compensation and
                                         Compensation in excess of the Plan Integration Level bears to the sum of all
                                         eligible Participants' total Compensation and Compensation in excess of the
                                         Plan Integration Level, but not in excess of the Maximum Disparity Rate.

                                     (3) STEP THREE: Any such remaining Contributions will be allocated to the
                                         Account of each eligible Participant in the ratio that each eligible Participant's
                                         total Compensation bears to the sum of all eligible Participants' total
                                         Compensation for that Plan year.

                                     The Plan Integration Level is (check and complete one):

                                     [ ] (i)   the Taxable Wage Base

                                     [ ] (ii)  $______(a dollar amount less than the Taxable Wage Base)

                                     [ ] (iii) __________% (not to exceed 100%) of the Taxable Wage Base)

                                     The Plan Maximum Disparity Rate shall be determined from the following Table.

                                     The Plan Integration Level                      Plan Maximum Disparity Rate
                                     --------------------------                      ---------------------------
                                     (1)      The Taxable Wage Base (TWB)                                   5.7%

                                     (2)      More than 80% but less than                                   5.4%
                                              100% of the TWB

                                     (3)      Not more than 80% of the TWB
                                              but greater than both 20% of
                                              the TWB and $10,000
                                     (4)      Not more than the greater of
                                              20% of the TWB and $10,000

                               NOTE: All references to the Taxable Wage Base are to the Base in effect at the beginning
                                     of the Plan Year.

                               NOTE: In no event will the amount allocated to a Participant's Account exceed the maximum
                                     permitted under Article VII of the Plan.

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 SECTION 5.03                Amounts forfeited for each Plan Year shall be applied as follows (Check one):
   METHOD OF
ALLOCATING PLAN              [ ] (a) Forfeitures shall be allocated per the same method as Employer contributions are
  FORFEITURES                        allocated for the Plan Year in which the forfeiture occurs.

                             [ ] (b) Forfeitures shall be applied to reduce Employer contributions or to pay Plan
                                     administrative expenses (including fees and charges imposed under any group
                                     annuity contract funding the Plan) for the Plan Year following the Plan Year in
                                     which the forfeiture occurs.

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 SECTION 5.04                Any dividend paid by the Insurer pursuant to the terms of any group annuity contract issued
GROUP ANNUITY                to the Trustee shall be (Check (a) or {b) below, if applicable):
  CONTRACTS
  DIVIDENDS                  [ ] (a) added to the Employer's contribution for the Plan Year during which the dividend
                                     is credited to the Contract.

                             [ ] (b) applied to reduce the Employer's contribution for the Plan Year during which the
                                     dividend is credited to the Contract.

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SECTION 6.01(b)              Once a Plan becomes a Top Heavy Plan, the Top Heavy Plan minimum contribution requirements
TOP HEAVY PLAN               set forth in Section 4.02 of the Plan [ ] shall [X] shall not be applicable in all subsequent
   ELECTION                  Plan Years, regardless of whether such years are Top Heavy Plan Years.

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

SECTION 6.02 (g)             For purposes of computing the top heavy ratio described in Section 6.02 of the Plan, the valuation
 TOP HEAVY PLAN              date shall be (Check or complete one of the following):
 VALUATION DATE
                             [X] (i) the last day of the Plan Year.

                             [ ] (ii) other (specify): _______________________________________________________________________

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

SECTION 6.02(h)              For purposes of establishing the present value to compute the top heavy ratio described in
TOP HEAVY PLAN               Section 6.02 of the Plan, any benefit shall be discounted only for mortality and interest based
PRESENT VALUES               on the following (Check or complete one):

                             [X] (i) 1971 Group Annuity Mortality Table, unprojtected for post-retirement mortality,
                                     no pre-retirement withdrawal and 5% annual interest rate.

                             [ ] (ii) other (specify): ____________________________________________________________________
                                      ____________________________________________________________________________________

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

                                - 12 -

<PAGE>

<TABLE>
<S>                          <C>
  ARTICLE VII                If the Employer maintains or ever maintained another qualified plan in which any Participant in
LIMITATIONS ON               this Plan is (or was) a Participant or could possibly become a Participant, the Employer must
  ALLOCATIONS                complete paragraphs 2 and 3 below, as appropriate. The Employer must also complete
                             paragraph 2 below if it maintains a welfare benefit fund, as defined in Section 419(e) of the
                             Code, or an individual medical account, as defined in Section 415(1)(2) of the Code, under which
                             amounts are treated as Annual Additions with respect to any Participant in this Plan.

                             [ ] 1.  The Employer neither maintains nor ever maintained another qualified plan in
                                     which any Participant in this Plan is (or was) a Participant or could possibly become
                                     a Participant.

(OTHER DEFINED               [ ] 2.  If the Participant is covered under another qualified defined contribution plan
 CONTRIBUTION                        maintained by the Employer, other than a Master or Prototype Plan:
    PLANS)
                                 [ ] (i)   The determination of the maximum permissible contribution under the other
                                           defined contribution plan shall be made only after crediting a Participant
                                           with his Annual Addition for a Limitation Year under this defined
                                           contribution plan.

                                     (ii)  The determination of the maximum permissible contribution under this
                                           defined contribution plan shall be made only after crediting a Participant
                                           with his Annual Addition under the other defined contribution plan.

                                     (iii) Other (specify):__________________________________________________________
                                           __________________________________________________________________________
                                           __________________________________________________________________________

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

(OTHER DEFINED               [X] 3.  If the Participant is or has ever been a Participant in a defined benefit plan
 BENEFIT PLANS)                      maintained by the Employer, the adopting Employer must provide language which
                                     will satisfy the 1.0 limitation of Section 415(e) of the Internal Revenue Code. Such
DEFINED BENEFIT PLAN                 language must preclude employer discretion. (See Section 1.415-1 of the Income
HAS TERMINATED.                      Tax Regulations for guidance).

                                     (i)   The determination of the maximum permissible contribution under any
                                           defined contribution plan shall be made only after crediting a Participant
                                           with his earned benefit for a Limitation Year under any defined benefit plan
                                           in which he is also participating.

                                 [ ] (ii)  Other (specify): ________________________________________________________________
                                           _________________________________________________________________________________
                                           _________________________________________________________________________________

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

                                                                                                      **
SECTION 10.01                In-service withdrawals by a Participant of amounts in his Rollover Account(Check (a), (b) or (c)):
 IN-SERVICE
 WITHDRAWAL                  [ ] (a) are not permitted.
     OF
  ROLLOVER                   [ ] (b) are permitted at any time, for health, education or welfare.
CONTRIBUTIONS
                             [ ] (c) are permitted at any time after the Participant attains Age 59 1/2.

                             NOTE: Rollover Account in-service withdrawals are subject to Sections 10.03 and 18.01 of
                                   the Plan.

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

** attributable to profit sharing plan and defined benefit plan assets
   transferred or existing in this plan prior to 9/1/91.

                                - 13 -

<PAGE>

<TABLE>
<S>                         <C>
 SECTION 12.02               Check and complete one of the below, and any applicable subparts
    EARLY
RETIREMENT AGE               [X] (a) There is no Early Retirement Age.
   (IF ANY)
                             [ ] (b) The Early Retirement Age of a Participant shall be the first day of any month
                                     selected by the Participant coincident with or next following the date he satisfies
                                     the following requirements (Check and complete the applicable requirements set
                                     forth below):

                             [ ] attainment of Age. ________________

                             [ ] completion of.     Years of Service

                             [ ] completion of.     Years of Plan Participation

                             [ ] termination of employment within _____________________years of Normal
                                 Retirement Age

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

SECTION 12.07                For benefits not subject to Section 12.08 of the Plan (Joint and Survivor Annuity requirements),
  BENEFIT                    Participants shall have the right to receive their vested Accrued Benefit in accordance with Section
  OPTIONS                    12.07 of the Plan (Check (a) or (b)):

                             [X] (a) in one sum or installment or annuity payments.

                            *[ ] (b) in one sum only

                            *NOTE: An election of (b) above will be given effect only to the extent the requirements of
                                   Code Sections 411(d)(6) and 401(a)(4) are met.

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

SECTION 13.01(1)             For Plan Years beginning in 1989 and thereafter, a Participant's 401(a) Employer and 401(a)
    VESTING                  Employer Match Contributions, if any, shall be vested to the extent designated below (Check
   SCHEDULES                 or complete one of (a) through (e)):

                             [X] (a) 100% at all times, for all assets transferred from prior defined
                                     benefit plans and profit sharing plans.

                             [ ] (b) 100% after 5 (1 to 5) Years of Service, for all 401 (a) Employer Match
                                     Contributions received after 9/1/91.

                             [ ] (c) A percentage determined in accordance with the following schedule (3-7 vesting):

                                                                                                       Nonforfeitable
                                     Years of Service                                                    Percentage
                                     ----------------                                                    ----------
                                     less than 3                                                              0%
                                               3                                                             20%
                                               4                                                             40%
                                               5                                                             60%
                                               6                                                             80%
                                               7 or more                                                    100%
</TABLE>

                                       15

<PAGE>

<TABLE>
<S>                          <C>
SECTION 10.02                In-service withdrawals by the Participant of vested amounts in his Accounts elected below are
  IN-SERVICE                 permitted for any reason after the Participant attains age 59 1/2 (Check all applicable boxes):
 AND HARDSHIP
 WITHDRAWALS                 [ ] (a) In-service withdrawals of Contributions described in (b) through (f) below are not
                                     permitted.

                             [ ] (b) 401(a) Employer Contribution Account

                             [ ] (c) 401(a) Employer Match Contribution Account

                             [ ] (d) Salary Savings Contribution Account

                             [ ] (e) 401(k) Employer Contribution Account

                             [ ] (f) 401(k) Employer Match Contribution Account

                             For Plan Years beginning after 1988, "hardship withdrawals" (as described in Section 10.02 of
                             the Plan) of Salary Savings Contributions (and earnings thereon accrued as of December 31,1988)
                             (Check one):

                             [ ] (a) are not permitted.

                             [X] (b) are permitted.

                             NOTE: In-service withdrawals are subject to Section 10.03 of the Plan,

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

SECTION 11.01                Participant Loans (Check whichever of the following is applicable):
   PLAN
   LOANS                     [ ] (a) are not permitted.

                             [X] (b) are permitted in accordance with Article XI, subject to the following limitations:

                                     [X]   (i)   no minimum

                                     [ ]   (ii)  each loan being in a minimum amount of $_________ (cannot exceed
                                                 $1,000 for loans made after October 18, 1989)

                                     [ ]   (iii) each loan being in a minimum amount of $1,000

                                     [X]   (iv)  outstanding indebtedness may not be secured by more than 50% of
                                                 the borrower's vested Accrued Benefit (less that portion of the borrower's
                                                 vested. Accrued Benefit attributable to Tax Deductible Voluntary
                                                 Contributions plus earnings thereon, which portion may not be used
                                                 as security for Plan loans)

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

                                - 14 -

<PAGE>

<TABLE>
<S>                          <C>
                             [ ] (d) A percentage determined in accordance with the following schedule (Top Heavy
                                     Graded Vesting):

                                                                                                       Nonforfeitable
                                     Years of Service                                                    Percentage
                                     ----------------                                                    ----------
                                     less than 2                                                              0%
                                               2                                                             20%
                                               3                                                             40%
                                               4                                                             60%
                                               5                                                             80%
                                               6 or more                                                    100%

                             [ ] (e) Other _________________________________________________________________________
                                     _____________________________________________________________ full vesting after
                                     completion of           Years of Service (not to exceed 5).

                             NOTE:   Notwithstanding the above, in any event a Participant's vesting percentage shall
                                     be 100% on the date he attains his Normal Retirement Age, or, if earlier, on the date
                                     he attains his Early Retirement Age.

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

Section 13.01(2)             Notwithstanding anything in Section 13.01(1) of the Adoption Agreement to the contrary, if
   TOP HEAVY                 the Plan is a Top Heavy Plan for any Plan Year beginning after December 31, 1983, then the
 PLAN VESTING                Plan shall meet the following vesting requirements for such Plan Year and for all subsequent
                             Plan Years, even if the Plan is not a Top Heavy Plan for such subsequent Plan Years. Provided,
                             however, if the vesting schedule elected in Section 13.01(1) of the Adoption Agreement is more
                             favorable to a Participant, such schedule shall be applicable to such Participant for such Plan Years.

                             A Participant's 401(a) Employer and 401(a) Employer Match Contributions shall be vested to
                             the extent designated below (Check or complete (a) or (b)):

                             [ ] (a) 100% after. ________ (1 to 3) Years of Service.

                             [ ] (b) A percentage determined in accordance with the following schedule:

                                                                                                       Nonforfeitable
                                     Years of Service                                                    Percentage
                                     ----------------                                                    ----------
                                     less than 2                                                              0%
                                               2                                                             20%
                                               3                                                             40%
                                               4                                                             60%
                                               5                                                             80%
                                               6 or more                                                    100%

------------------------------------------------------------------------------------------------------------------------------------
Section 13.01(3)             In determining a Participant's Vesting Percentage, the following periods of Service shall be
     VESTING                 disregarded (Check the first box if all Years of Service are to be counted. Otherwise, check one
    (Service                 or more of the other boxes.)
  Exclusions)

                             [ ] (a) All Years of Service are to be counted.

                             [ ] (b) Years of Service before Age 18.

                             [ ] (c) Periods during which the Plan or a predecessor plan was not maintained by
                                     the Employer.
</TABLE>

                                - 16 -

<PAGE>

<TABLE>
<S>                           <C>
                              [ ] (d) If a Participant has a One Year Break in Service, Service before the Break shall not be taken
                                      into account until he has completed a Year of Service after such Break in Service.

                              [ ] (e) In the case of a Participant who has 5 or more consecutive One Year Breaks in Service, the
                                      Participant's pre-break service will count in vesting of the Employer-derived Accrued Benefit
                                      only if either:

                                      (i)   such Participant has any nonforfeitable interest in the Accrued Benefit attributable to
                                            Employer contributions at the time of separation from service, or

                                      (ii)  upon returning to service the number of consecutive One Year Breaks in Service is less
                                            than the number of Years of Service.

                              [ ] (f) Years of Service before January 1, 1971, unless the Employee has had at least 3 Years of
                                      Service after December 31, 1970.

                              [ ] (g) Years of Service before the Plan Year in which Internal Revenue Code Section 411 became
                                      applicable to the Plan, if such Service would have been disregarded under the rules of the
                                      Plan with regard to Breaks in Service as in effect on the applicable date. For this purpose,
                                      Break in Service rules are rules which result in the loss of prior vesting or benefit
                                      accruals, or which deny an employee eligibility to participate, by reason of separation or
                                      failure to complete a required period of service within a specified period of time.

                              NOTE:   In all events Years of Service during which the Employee did not complete at least 1,000
                                      Hours of Service shall be disregarded.

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

SECTION 13.02(1)              Employees terminating Service and having a vested Accrued Benefit of $3,500 or less shall
   PAYMENT                    (Check one):
 OF ACCRUED
 BENEFITS OF                  [X] (a) receive a lump sum distribution of such vested portion.
 $3,500 OR LESS
                              [ ] (b) have their vested benefit deferred in accordance with Section 13.02(2) below.

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

SECTION 13.02(2)              A terminated Participant (or his Beneficiary) may request that the Participant's deferred Normal
 DISTRIBUTION                 Retirement Benefit be distributed (Check one of the following):
     OF
  DEFERRED                    [X] (a) at any time after the date the Participant terminates employment with the Employer.
   NORMAL
RETIREMENT                    [ ] (b) no earlier than the earliest of the terminated Participant's death, Total and Permanent
   BENEFIT                            Disability or attainment of Early Retirement or Normal Retirement Age.

                              [ ] (c) if earlier than (b) above, at any time after the end of the Plan Year in which the Participant
                                      terminated employment with the Employer.

                              [ ] (d) if earlier than (b) above, at any time after the end of the ____________ Plan Year following
                                      the Plan Year in which the Participant terminated employment with the Employer.
</TABLE>

                                       17

<PAGE>

<TABLE>
<S>                           <C>
                              [ ] (e) if earlier than (b) above,__________________________________________________________________
                                      ____________________________________________________________________________________________
                                      ____________________________________________________________________________ (specify the
                                      time when or other objective criteria under which a Participant may request a distribution of
                                      his deferred Normal Retirement Benefit).

                              NOTE:   Employers may not eliminate or restrict the availability of distribution options except
                                      in accordance with Code Sections 401(a)(4) and 411(d)(6) and Rules and Regulations
                                      promulgated thereunder.

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

SECTION 15.06                 Participant Investment Direction (Check one):
 PARTICIPANT
  DIRECTED                    [ ] (a) Participant investment direction is not permitted.
 INVESTMENTS
                              [X] (b) Participants shall have the power, at their discretion, to direct the Trustee to invest all
                                      or a portion of their Accounts in any of the investment fund options offered under any group
                                      annuity contract funding the Plan and, in addition, if Section 17.01(a)(ii) of the Adoption
                                      Agreement has been elected, under any investment fund option offered under any Policy
                                      purchased for their Accounts.

                                      [ ]   Exception: Participants shall not have the power to direct the investment of
                                                       the portion of their Accrued Benefit attributable to 401(a) Employer
                                                       Contributions and 401(a) Employer Match Contributions.

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

SECTION 17.01                 (a) Without limiting the Trustee's power in any other respect, contributions made by or on behalf of
 INVESTMENT                       each Participant shall be invested in life insurance Policies as follows (Check one):
  IN LIFE
 INSURANCE                         [X] (i)   No life insurance Policies shall be purchased by the Trustee.
 POLICIES
                                  [ ] (ii)  Subject to any restrictions specified in (b) below, the percentage of Plan contributions
                                            allocated to the purchase of life insurance Policies shall be as elected by each
                                            Participant.

                              (b) If item (a)(ii) above is checked, the purchase of life insurance Policies shall be subject to the
                                  following restrictions (Check and complete if applicable):

                                  [ ] (i)   All Policies will have a common issue date (the Plan Anniversary), i.e., no Policies
                                            will be issued by the Insurer on other than the Plan Anniversary.

                                  [ ] (ii)  The amount of life insurance issued on the life of any Participant shall not exceed
                                            $_________

                              NOTE:   Any purchase of life insurance Policies shall be subject to the rules and restrictions
                                      specified in Section 2.34 and in Article XVII of the Plan.

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

                                     - 18 -

<PAGE>

                            EXECUTION AND ACCEPTANCE
                                       BY
                             EMPLOYER AND TRUSTEE(S)
  STATE MUTUAL OF AMERICA GROUP PROTOTYPE PROFIT SHARING AND 401(k) PLAN NO. 3

The Employer, which hereby agrees that neither the Trustee nor the Insurer shall
be responsible for the tax and legal aspects of the Plan and Trust, and which
assumes full responsibility therefor, hereby accepts the provisions of State
Mutual Life Assurance Company of America Group Prototype Profit Sharing and
401(k) Plan No. 3, agrees to be bound by the provisions thereof, and adopts such
Plan and the Plan Adoption Agreement by causing its name to be signed hereto by
its duly authorized officer, all as of this 28th day of September 1991.

The failure of the adopting Employer to properly fill out the Adoption Agreement
may result in disqualification of the Employer's Plan.

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

State Mutual Life Assurance Company of America, the sponsor of this Prototype
Plan, will inform the adopting Employer of any amendments it makes to the Plan
or of the discontinuance or abandonment of the Plan. State Mutual's address and
telephone number are listed below:

                  Address: 440 Lincoln Street
                           Worcester, Massachusetts 01605
                           Telephone: (508) 855-1000 (Ask for Group
                                        Pension Documents)

The Adoption Agreement may be used only in conjunction with basic plan document
#03.

This Adoption Agreement, Basic Plan Document #03 and any related documents have
important legal and tax implications. All legal questions, opinions and tax
consequences concerning these documents are the sole responsibility of the
adopting Employer and its legal counsel. Therefore, each adopting Employer is
strongly encouraged to consult with its legal counsel for advice.

Employer /s/ Aida M. Garcia           Employer _________________________________

    By Aida M. Garcia                    By ____________________________________
    Title: Director Human Resources      Title:

================================================================================

The undersigned Trustee, or each undersigned Trustee, hereby accepts the
provisions of State Mutual Life Assurance Company of America Group Prototype
Profit Sharing and 401(k) Plan No. 3 and the trusts provided for therein, and
hereby declares, and agrees with the aforesaid Employer to receive, hold,
invest, expend and distribute all funds deposited with, contributed to, earned
or otherwise received-by, the Trustee or Trustees, all in accordance with the
terms and provisions of said Plan and Trust.


                                            Date 9/28/91

 /s/ Annie Astor - Carbonell
--------------------------------
Name Annie Astor - Carbonell
Title (if any):TRUSTEE
               Executive Vice President First Federal Savings Bank


                                            Date 9/28/91
 /s/ Francisco Cortes
--------------------------------
Name Francisco Cortes
Title (if any) TRUSTEE
               Senior Vice President First Federal Savings Bank

                                            Date 9/28/91

/s/ Laura Villarino Tur
--------------------------------
Name Laura Villarino Tur
Title (if any) TRUSTEE
               Senior Vice President, Controller, First Federal Savings Bank

<PAGE>

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

                                 GROUP PROTOTYPE
                               PROFIT SHARING AND
                                   4O1(K) PLAN

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

                              PROTOTYPE PLAN No. 3

 All legal questions, opinions and tax consequences concerning the adoption of
 this Prototype Plan by an employer are the responsibility of the employer and
                          his (her) own legal counsel.

                           [ALLMERICA FINANCIAL LOGO]

<PAGE>

                                TABLE OF CONTENTS
                             STATE MUTUAL OF AMERICA
              GROUP PROTOTYPE PROFIT SHARING AND 401(K) PLAN NO. 3

<TABLE>
<CAPTION>
ARTICLE                                                 TITLE                                                         PAGE
<S>          <C>                                                                                                      <C>
    I        NAME, PURPOSE AND EFFECTIVE DATE OF PLAN.............................................................      1

   II        DEFINITIONS..........................................................................................      1

  III        PARTICIPATION REQUIREMENTS...........................................................................     13

   IV        EMPLOYER AND PARTICIPANT CONTRIBUTIONS...............................................................     16

    V        PARTICIPANT ACCOUNTS, ALLOCATION OF CONTRIBUTIONS AND VALUATION OF ASSETS............................     20

   VI        PROVISIONS APPLICABLE TO TOP HEAVY PLANS.............................................................     22

  VII        415 LIMITATIONS ON ALLOCATIONS.......................................................................     25

 VIII        401(k) SALARY SAVINGS CONTRIBUTION LIMITATIONS AND REFUNDS...........................................     30

   IX        EMPLOYEE CONTRIBUTIONS AND EMPLOYER MATCH CONTRIBUTIONS - LIMITATIONS, REFUNDS AND FORFEITURES.......     34

    X        IN-SERVICE WITHDRAWALS...............................................................................     37

   XI        PARTICIPANT LOANS....................................................................................     39

  XII        RETIREMENT AND DEATH BENEFITS........................................................................     41

 XIII        BENEFITS UPON TERMINATION OF SERVICE.................................................................     54

  XIV        PLAN FIDUCIARY RESPONSIBILITIES......................................................................     57

   XV        TRUSTEE AND TRUST FUND INVESTMENTS...................................................................     61

  XVI        THE INSURER..........................................................................................     64

 XVII        LIFE INSURANCE POLICIES..............................................................................     65

XVIII        TRANSFER OF ASSETS, ROLLOVER CONTRIBUTIONS...........................................................     66

  XIX        CLAIMS PROCEDURE.....................................................................................     67

   XX        AMENDMENT AND TERMINATION............................................................................     68

  XXI        MISCELLANEOUS........................................................................................     71
</TABLE>

<PAGE>

                             STATE MUTUAL OF AMERICA
              GROUP PROTOTYPE PROFIT SHARING AND 401(k) PLAN NO. 3

State Mutual Life Assurance Company of America is the sponsor of this Prototype
Profit Sharing and 401(k) Plan, which an Employer may adopt by executing a Plan
Adoption Agreement. The Trustee who is to act as Trustee hereunder shall
indicate acceptance of the provisions of this Plan and Trust upon the page and
in the manner provided for that purpose, whereupon this instrument shall be a
valid and binding Plan and Trust in accordance with its terms and provisions.

                                    ARTICLE I

                    NAME, PURPOSE AND EFFECTIVE DATE OF PLAN

1.01     This Plan shall be known as State Mutual of America Group Prototype
         Profit Sharing and 40l(k) Plan No. 3. This Plan is State Mutual Basic
         Plan Document No. 03.

1.02     This Plan and Trust has been established for the exclusive benefit of
         the eligible Employees of each Employer and their Beneficiaries, and as
         far as possible shall be interpreted and administered in a manner
         consistent with this intent and consistent with the requirements of
         Code Section 401. If the Employer's plan fails to attain or retain
         qualification under Code Section 401, such plan shall no longer
         participate under this Prototype Plan and will be considered an
         individually designed plan.

1.03     Subject to Article VII and to Section 20.05, under no circumstances
         shall any property of the Trust, or any contributions made by the
         Employer under its Plan or Trust, be used for, or diverted to, purposes
         other than for the exclusive benefit of the Employees of such Employer,
         or their Beneficiaries.

1.04     The Effective Date of this Plan and Trust shall be the date specified
         as such in Item 6 of the Adoption Agreement.

                                   ARTICLE II

                                   DEFINITIONS

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

2.01     "Accrued Benefit" means the sum of the balances of the separate
         accounts maintained on a Participant's behalf pursuant to Section 5.01.

2.02     "Administrator" means the person or persons designated by the Employer
         in Item 10 of the Adoption Agreement to administer the Plan on behalf
         of the Employer.

2.03     "Adoption Agreement" means the separate agreement executed by each
         Employer adopting the Plan, in which the Employer's selection of
         options under the Plan are indicated.

2.04     "Age" means the age of a person at his last birthday.

                                      - 1 -

<PAGE>

2.05     "Beneficiary" means the person, trust, organization or estate
         designated to receive Plan benefits payable on or after the death of a
         Participant.

2.06     "Compensation" means all of a Participant's Section 3121 wages, Section
         3401(a) wages or Section 415 safe-harbor compensation (as defined
         below), whichever is elected by the Employer in Section 2.06 of the
         Adoption Agreement. For any Self-Employed Individual covered under the
         Plan, Compensation will mean Earned Income. Compensation shall include
         only that compensation which is actually paid to the Participant during
         the applicable period. Except as provided elsewhere in the Plan, the
         applicable period shall be the period elected by the Employer in the
         Adoption Agreement.

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

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

         (3)      415 safe-harbor compensation. Wages, salaries, and fees for
                  professional services and other amounts received (without
                  regard to whether or not an amount is paid in cash) for
                  personal services actually rendered in the course of
                  employment with the Employer maintaining the Plan to the
                  extent that the amounts are includible in gross income
                  (including, but not limited to, commissions paid salesmen,
                  compensation for services on the basis of a percentage of
                  profits, commissions on insurance premiums, tips, bonuses,
                  fringe benefits, reimbursements, and expense allowances), and
                  excluding the following:

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

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

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

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

                                      - 2 -

<PAGE>

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

         In the case of an incorporated Employer which adopts a non-standardized
         plan with a non-integrated allocation formula, if the Plan is not a Top
         Heavy Plan, the Employer may specify in Section 2.06 of the Adoption
         Agreement that certain items of Compensation may be disregarded.

         Notwithstanding the above, if the Employer is incorporated, for the
         first year of Plan participation, Compensation paid prior to the date
         the Employee becomes a Participant shall be excluded if the Employer so
         specified in Section 2.06 of the Adoption Agreement.

         If so elected by the Employer, Compensation shall be limited to the
         dollar amount specified in Section 2.06 of the Adoption Agreement.

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

         In determining the Compensation of a Participant for purposes of this
         limitation, the rules of Section 414(q)(6) of the Code shall apply,
         except in applying such rules, the term "family" shall include only the
         spouse of the Participant and any lineal descendants of the Participant
         who have not attained age 19 before the dose of the year. If, as a
         result of the application of such rules the adjusted $200,000
         limitation is exceeded, then (except for purposes of determining the
         portion of Compensation up to the integration level if this Plan
         provides for permitted disparity), the limitation shall be prorated
         among the affected individuals in proportion to each such individual's
         Compensation as determined under this Section prior to the application
         of this limitation;

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

         For purposes of Articles VIII and IX, Compensation shall also include
         amounts attributable to services performed in the given Plan Year and
         paid within 2 1/2 months of the given Plan tear or that would have been
         paid within such timeframe but for their contribution as a Salary
         Savings Contribution within 12 months of the given Plan Year.

                                      - 3 -

<PAGE>

2.07     "Earned Income" means net earnings from self-employment for services
         actually rendered to the trade or business for which this Plan is
         established, in which trade or business personal services of an Owner-
         Employee or a Self-Employed Individual are a material income-producing
         factor. Earned Income of such trade or business shall also include
         gains (other than gains from the sale of a capital asset, as defined in
         the Code) and net earnings derived from the sale or other disposition
         of, the transfer of any interest in, or the licensing of the use of,
         property (other than good will) by an individual whose personal efforts
         created such property. Net earnings will be determined without regard
         to items not included in gross income and the deductions allocable to
         such items, Net earnings shall be reduced by contributions by the
         Employer to a qualified retirement plan to the extent deductible under
         Code Section 404.

         For taxable years beginning after December 31, 1989, net earnings shall
         be determined after the federal income tax deduction allowed to the
         Employer for self-employment taxes.

2.08     "Employee" means any Self-Employed Individual and any common-law
         employee who is employed by the Employer maintaining the Plan or by any
         other employer required to be aggregated with such Employer under
         Sections 414(b), (c), (m) or (o) of the Code.

         The term "Employee" shall also include any leased employee deemed to be
         an employee of any employer described in the previous paragraph
         pursuant to Sections 4l4(n) or (o) of the Code.

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

         A leased employee shall not be considered an employee of the recipient
         if: (i) such employee is covered by a money purchase pension plan
         providing: (1) a nonintegrated employer contribution rate of at least
         10 percent of compensation, as defined in Section 7.14 of the Plan, but
         including amounts contributed by the employer pursuant to a salary
         reduction agreement which are excludable from the employee's gross
         income under Sections 125, 402(a)(8), 402(h) or 403(b) of the Code, (2)
         immediate participation, and (3) full and immediate vesting; and (ii)
         leased employees do not constitute more than 20 percent of the
         recipient's nonhighly compensated workforce.

2.09     "Employer" means the entity specified in Item 1 of the Adoption
         Agreement, any Participating Employer who completed and executed the
         Adoption Agreement, any successor employer which shall maintain this
         Plan and, in the case of a Non-Standardized Plan, any Predecessor
         Employer specified in Item 16 of the Adoption Agreement. Participating
         Employers shall be listed in Item 4 of the Adoption Agreement.

2.10     "Family Member" means, with respect to any Employee or former Employee,
         such Employee's or former Employee's spouse and lineal ascendants and
         descendants, and the spouses of lineal ascendants and descendants.

                                      - 4 -

<PAGE>

2.11     "Fiduciary" means any person who (a) exercises any discretionary
         authority or discretionary control respecting management of the Plan or
         exercises any authority or control respecting management or disposition
         of its assets, (b) renders investment advice for a fee or other
         compensation, direct or indirect, with respect to any monies or other
         property of the Plan or has any authority or responsibility to do so,
         or (c) has any discretionary authority or discretionary responsibility
         in the administration of the Plan, including, but not limited to, the
         Trustee, the Employer and the Plan Administrator.

2.12     "Five Percent Owner" means, in the case of a corporation, any person
         who owns (or is considered as owning within the meaning of Code Section
         318) more than five percent of the outstanding stock of the Employer or
         stock possessing more than five percent of the total combined voting
         power of all stock of the Employer. In the case of an Employer that is
         not a corporation, "Five Percent Owner" means any person who owns or
         under applicable regulations is considered as owning more than five
         percent of the capital or profits interest in the Employer. In
         determining percentage ownership hereunder, employers that would
         otherwise be aggregated under Code Sections 414(b), (c), and (m) shall
         be treated as separate employers.

2.13     "Former Participant" means a person who has been a Participant, but who
         has ceased to be a Participant for any reason.

2.14     "401(a) Employer Contribution" means a profit sharing contribution made
         by the Employer to the Trust pursuant to Section 4.01 of the Plan and
         Adoption Agreement.

2.15     "401(a) Employer Match Contribution" means a match contribution made by
         the Employer to the Trust pursuant to Section 4.01 of the Plan and
         Adoption Agreement. 401(a) Employer Match Contributions are subject to
         the vesting schedule applicable to 401(a) Employer Contributions.

2.16     "401(k) Employer Contribution" means a 401(k) Plan contribution made by
         the Employer to the Trust pursuant to Sections 4.01 and 4.03 of the
         Plan and Section 4.01 of the Adoption Agreement.

2.17     "401(k) Employer Match Contribution" means a match contribution made to
         the Trust pursuant to Section 4.01 of the Plan and Adoption Agreement.
         401(k) Employer Match Contributions shall be 100% vested and
         nonforfeitable at all times.

2.18     "Highly Compensated Employee" means and includes highly compensated
         active Employees and highly compensated former Employees.

         A highly compensated active Employee includes any Employee who performs
         service for the Employer during the determination year and who, during
         the look-back year:

         (i)      received Compensation from the Employer in excess of $75,000
                  (as adjusted pursuant to Section 415(d) of the Code);

         (ii)     received Compensation from the Employer in excess of $50,000
                  (as adjusted pursuant to Section 415(d) of the Code) and was a
                  member of the top-paid group for such year; or

         (iii)    was an officer of the Employer and received Compensation
                  during such year that is greater than 50 percent of the dollar
                  limitation in effect under Section 415(b)(1)(A) of the Code.

                                      - 5 -

<PAGE>

         The term Highly Compensated Employee also includes:

         (i)      Employees who are both described in the preceding sentence if
                  the term "determination year" is substituted for the term
                  "look-back year" and the Employee is one of the 100 Employees
                  who received the most Compensation from the Employer during
                  the determination year; and

         (ii)     Employees who are Five Percent Owners at any time during the
                  look-back year or determination year.

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

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

         A highly compensated former Employee includes any Employee who
         separated from service (or was deemed to have separated) prior to the
         determination year, performs no service for the Employer during the
         determination year, and was a highly compensated active Employee for
         either the separation year or any determination year ending on or after
         the Employee's 55th birthday.

         If an Employee is, during a determination year or look-back year, a
         family member of either a Five Percent Owner who is an active or former
         Employee or a Highly Compensated Employee who is one of the 10 most
         highly compensated Employees ranked on the basis of Compensation paid
         by the Employer during such year, then the family member of the Five
         Percent Owner or top-ten highly compensated Employee shall be
         aggregated. In such case, the family member and Five Percent Owner or
         top-ten highly compensated Employee shall be treated as a single
         Employee receiving compensation and Plan contributions or benefits
         equal to the sum of such Compensation and contributions or benefits of
         the family member and Five Percent Owner or top-ten highly compensated
         Employee. For purposes of this Section, family member includes the
         spouse, lineal ascendants and descendants of the Employee or former
         Employee and the spouses of such lineal ascendants and descendants.

         The determination of who is Highly Compensated Employee, including the
         determinations of the number and identity of Employees in the top-paid
         group, the top 100 Employees, the number of Employees treated as
         officers and the Compensation that is considered, will be made in
         accordance with Section 414(q) of the Code and the Regulations
         thereunder. The "top-paid group" are the top 20% of Employees ranked on
         the basis of Compensation for the year in question. In determining the
         number of Employees in the top twenty percent, those Employees
         described in Code Section 414(q)(8) and 414(q)(11) shall be excluded.

         If elected by the Employer in Section 2.18 of the Adoption Agreement,
         the preceding Section will be modified by substituting $50,000 for
         $75,000 in (i) and by disregarding (ii). This simplified definition of
         Highly Compensated Employee will apply only to Employers that maintain
         significant business activities (and employ Employees) in at least two
         significantly separate geographic areas.

                                      - 6 -

<PAGE>

2.19     "Hour of Service" means:

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

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

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

                  In addition to the foregoing rules, Hours of Service will be
                  credited for employment with other members of an affiliated
                  service group (under Section 414(m) of the Code), a controlled
                  group of corporations (under Section 414(b) of the Code), or a
                  group of trades or businesses under common control (under
                  Section 414(c) of the Internal Revenue Code), of which the
                  adopting Employer is a member, and any other entity required
                  to be aggregated with the Employer pursuant to Section 414(o)
                  of the Code and the Regulations thereunder.

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

                  Solely for purposes of determining whether a One Year Break in
                  Service, as defined in Section 2.28, for participation and
                  vesting purposes has occurred in a computation period, an
                  individual who is absent from work for maternity or paternity
                  reasons shall receive credit for the Hours of Service which
                  would otherwise have been credited to such individual but for
                  such absence, or in any case in which such Hours cannot be
                  determined, 8 Hours of Service per day of such absence. For
                  purposes of this paragraph, an absence from work for maternity
                  or paternity reasons means an absence (1) by reason of the
                  pregnancy of the individual, (2) by reason of a birth of a
                  child of the individual, (3) by reason of the placement of a
                  child with the individual in connection with the adoption of
                  such child by such individual, or (4) for purposes of caring
                  for such child for a period beginning immediately following
                  such birth or placement. The Hours of Service credited under
                  this paragraph shall be credited (1) in the computation period
                  in which the absence begins if the crediting is necessary to
                  prevent a break in service in that period, or (2) in all other
                  cases, in the following computation period.

                  Hours of Service shall be determined on the basis of the
                  method selected in Section 2.19 of the Adoption Agreement.

                                      - 7 -

<PAGE>

2.20     "Insurer" means State Mutual Life Assurance Company of America or any
         affiliate thereof, or with the consent of the Trustee, any other legal
         reserve life insurance or annuity company.

2.21     "Internal Revenue Code" or "Code" means the Internal Revenue Code of
         1986, as amended and any future Internal Revenue Code or similar
         Internal Revenue laws.

2.22     "Investment Manager" means any person, firm or corporation who is a
         registered investment adviser under the Investment Advisers Act of 1940
         or a bank, and (a) who has the power to manage, acquire, or dispose of
         Plan assets, and (b) who acknowledges in writing his fiduciary
         responsibility to the Plan.

         In no event may the Insurer be an Investment Manager for the Plan.

2.23     "Key Employee" means any Employee or former Employee (and the
         beneficiaries of any such Employee) who, at any time during the Plan
         Year or any of the preceding four Plan Years, is:

         (a)      an officer of the Employer (as that term is defined within the
                  meaning of the regulations under Section 416 of the Code)
                  having an annual Compensation which exceeds 50% of the dollar
                  limitation under Section 415(b)(1)(A) of the Code (or for Plan
                  Years beginning prior to January 1, 1989, which exceeds 150%
                  of the dollar limitation under Section 415(c)(1)(A) of the
                  Code) in effect for the calendar year in which such Plan Year
                  ends. If there are 500 or more Employees, in no event will
                  more than 50 Employees be considered Key Employees by reason
                  of being officers. If there are fewer than 500 Employees, in
                  no event will more than the greater of 3 Employees or 10% of
                  all Employees be considered Key Employees by reason of being
                  officers. For purposes of the preceding sentence, in
                  determining the number of Employees, Employees described in
                  Code Section 414(q)(8) shall be disregarded.

                  In the case of one or more employers treated as a single
                  employer under Sections 414(b), (c) or (m) of the Code,
                  whether or not an individual is an officer shall be determined
                  based upon his responsibilities with respect to the employer
                  or employers for which he is directly employed, and not with
                  respect to the controlled group of corporations, employers
                  under common control or affiliated service group.

         (b)      one of the ten Employees owning (or considered as owning
                  within the meaning of Code Section 318) both more than a 1/2
                  percent ownership interest in value and the largest percentage
                  ownership interests in value of any employers required to be
                  aggregated under Code Sections 414(b), (c) and (m). Only those
                  Employees whose Compensation for the Plan Year exceeds the
                  dollar limitation under Code Section 415(c)(1)(A) in effect
                  for the calendar year in which such Plan Year ends shall be
                  considered an owner under this Subsection (b). For purposes of
                  this Subsection (b) if more than one Employee owns the same
                  interest in the Employer, the Employee having the highest
                  annual Compensation shall be treated as owning a larger
                  interest.

         (c)      a "Five Percent Owner" of the Employer.

         (d)      a "one percent owner" of the Employer having an annual
                  Compensation for the Plan Year from the Employer of more than
                  $150,000. In the case of a corporation, "one percent owner"
                  means any person who owns (or is considered as owning within
                  the meaning of Section 318 of the Code) more than one percent
                  of the outstanding stock of the Employer or stock possessing
                  more than one percent of the total combined voting power of
                  all stock of the Employer.

                                      - 8 -

<PAGE>

                  In the case of an Employer that is not a corporation, "one
                  percent owner" means any person who owns (or under applicable
                  regulations is considered as owning) more than one percent of
                  the capital or profits interest in the Employer. In
                  determining percentage ownership hereunder, employers that
                  would otherwise be aggregated under Code Sections 414(b), (c)
                  and (m) shall be treated as separate employers. However, in
                  determining whether an individual has Compensation of more
                  than $150,000, Compensation from each employer required to be
                  aggregated under Sections 414(b), (c) and (m) of the Internal
                  Revenue Code shall be taken into account.

         The determination of who is a Key Employee will be made in accordance
         with Section 416(i)(1) of the Internal Revenue Code and the Regulations
         thereunder. For purposes of determining whether a Participant is a Key
         Employee, the Participant's annual Compensation means Compensation as
         defined in Section 415(c)(3) of the Code, but including amounts
         contributed by the Employer pursuant to a salary reduction agreement
         which are excludable from the Employee's gross income under Sections
         125, 402(a)(8), 402(h) or 403(b) of the Code.

2.24     "Limitation Year" means a calendar year or any other twelve consecutive
         month period elected by the Employer. The Limitation Year shall be
         specified by the Employer in Section 2.24 of the Adoption Agreement.
         All qualified plans of the Employer must use the same Limitation Year.
         If the Limitation Year is amended to a different twelve consecutive
         month period, the new Limitation Year must begin on a date within the
         Limitation Year in which the amendment is made.

         "Non-Highly Compensated Employee" means any employee who is neither:
         (a) a Highly Compensated Employee nor (b) a Family Member of either:
         (1) a Five Percent Owner or (2) a Highly Compensated Employee who is
         also one of the ten most highly compensated Employees for the current
         Plan Year.

2.26     "Non-Key Employee" means any Employee who is not a Key Employee.

2.27     "Normal Retirement Age" means the age specified in Adoption Agreement
         Section 2.27 at which time a Participant shall become eligible to
         receive his normal retirement benefit. A Participant shall become fully
         vested in his Accrued Benefit upon attaining his Normal Retirement Age.
         In the event a mandatory retirement age is enforced by the Employer
         which is less than the Normal Retirement Age specified in the Adoption
         Agreement, such mandatory age shall be deemed to be the Normal
         Retirement Age.

2.28     (a)      "One Year Break in Service" means, except for purposes of
                  determining plan entry under Article III (Participation
                  Requirements), any Plan Year or any corresponding twelve
                  consecutive month period for periods prior to the commencement
                  of the first twelvemonth Plan Year during which the Employee
                  has not completed more than 500 Hours of Service.

         (b)      For purposes of determining plan entry under Article III, "One
                  Year Break in Service" means a twelve consecutive month
                  period, computed with reference to the date the Employee's
                  employment commenced, during which the Employee does not
                  complete more than 500 Hours of Service.

                                      - 9 -

<PAGE>

         Notwithstanding the above, an authorized leave of absence shall not
         cause a One Year Break in Service. An "authorized leave of absence"
         means a temporary cessation from active employment with the Employer
         pursuant to an established nondiscriminatory policy, due to illness,
         military service, or other reason.

2.29     "Owner-Employee" means with respect to an unincorporated business, a
         sole proprietor who owns the entire interest in the Employer or a
         partner who owns more than 10% of either the capital interest or the
         profits interest in the Employer.

2.30     "Participant" means any eligible Employee who participates in the Plan
         as provided in Article III and has not for any reason become ineligible
         to participate further in the Plan.

2.31     "Plan" means the Prototype Profit Sharing and 401(k) Plan as herein set
         forth, together with the Adoption Agreement.

2.32     "Plan Anniversary" means the first day of each Plan Year that begins
         after the Plan Effective Date. The Plan Anniversary shall be specified
         in Item 17 or 18 of the Adoption Agreement.

2.33     "Plan Year" means the twelve consecutive month period commencing on
         each Plan Anniversary, except that the first Plan Year shall be the
         period commencing on the Plan Effective Date and ending on the day
         preceding the first Plan Anniversary.

2.34     "Policy" means any form of individual life insurance contract,
         including any supplementary agreements or riders in connection
         therewith, issued by the Insurer on the life of a Participant. Any life
         insurance death benefits referred to in the following paragraphs of
         this Section 2.34 pertain to amounts purchased with other than
         Voluntary After-Tax Contributions. A Policy may include a provision for
         waiver of premium or waiver of premiums and monthly income during
         disability.

         (a)      If ordinary life insurance contracts are purchased for a
                  Participant, the aggregate life insurance premium for a
                  Participant shall be less than 50% of the aggregate Employer
                  contributions made on behalf of such Participant plus
                  allocations of any forfeitures credited to the account of such
                  Participant. For purposes of these incidental insurance
                  provisions, ordinary life insurance contracts are contracts
                  with both non-decreasing death benefits and non increasing
                  premiums.

         (b)      If term insurance, universal life policies or any other life
                  insurance policies which are not ordinary life insurance
                  contracts are used, the aggregate life insurance premium for a
                  Participant shall not exceed 25% of the aggregate Employer
                  contributions made on behalf of such Participant plus
                  allocation of any forfeitures credited to the account of such
                  Participant.

         (c)      If a combination of ordinary life insurance and other life
                  insurance policies is used, the sum of one-half of the
                  ordinary life insurance premiums and all other life insurance
                  premiums shall not exceed 25% of the aggregate Employer
                  contributions made by the Employer on behalf of the
                  Participant.

                                     - 10 -

<PAGE>

         The limitation on aggregate life insurance premium payments stated in
         this Section 2.34 shall not apply to any funds, from whatever source,
         which have accumulated in the Participant's Account for a period of two
         (2) or more years, and are applied toward the purchase of such life
         insurance. Provided, however, that in no event may Tax Deductible
         Voluntary Contributions be invested in Policies of life insurance.

         Subject to Section 12.08, Joint and Survivor Annuity Requirements, at
         the election of the Participant, the Policies on a Participant's life
         will be converted to cash or an annuity or distributed to the
         Participant upon commencement of benefits.

2.35     "Profits" means, for any taxable year of the Employer, the net income
         or profits of the Employer for such year without any deduction for
         taxes, based upon its income or contributions to the Trust, and the
         accumulated net earnings or profits of the Employer, as the Employer
         shall determine upon the basis of its books of account in accordance
         with its regular accounting practices.

2.36     "Qualified Joint and Survivor Annuity" means an immediate annuity for
         the life of the Participant, with a survivor annuity for the life of
         his spouse, if any, in an amount equal to 50% of the amount of the
         annuity payable during the joint lives of the Participant and his
         spouse, and which is the amount of benefit which can be purchased with
         the Participant's Accrued Benefit.

2.37     "Rollover Contribution" means a contribution made to the Trust pursuant
         to Section 18.01 of the Plan.

2.38     "Salary Savings Contribution" means a contribution made by the Employer
         to the Trust pursuant to Section 4.03 of the Plan and Adoption
         Agreement.

2.39     "Self-Employed Individual" means a person who has Earned Income for the
         taxable year under the trade or business or partnership with respect to
         which this Plan was adopted; also, an individual who would have had
         Earned Income but for the fact that the trade or business had no
         Profits for the taxable year. A partner who owns 10% or less of the
         capital or profits interest in a partnership and all Owner-Employees
         are Self - Employed Individuals.

2.40     "Service" means the entire period of an Employee's employment with the
         Employer. If the Employer has adopted a Non-Standardized Plan, Service
         with Predecessor Employers listed in Item 16 of the Adoption Agreement
         shall also be treated as Service with the Employer.

2.41     "Super Top Heavy Plan" means for any Plan Year beginning after December
         31, 1983 that any of the following conditions exists:

         (a)      If the top heavy ratio (as defined in Article VI) for this
                  Plan exceeds 90 percent and this Plan is not part of any
                  required aggregation group or permissive aggregation group of
                  plans.

         (b)      If this Plan is a part of a required aggregation group of
                  plans but not part of a permissive aggregation group and the
                  top heavy ratio for the group of plans exceeds 90 percent.

         (c)      If this Plan is a part of a required aggregation group and
                  part of a permissive aggregation group of plans and the top
                  heavy ratio for the permissive aggregation group exceeds 90
                  percent.

         See Article VI for requirements and additional definitions applicable
         to Super Top Heavy Plans.

                                       11

<PAGE>

2.42     "Suspense Account" means the account established by the Trustee or
         Insurer for maintaining contributions and forfeitures which have not
         yet been allocated to Participants.

2.43     "Taxable Wage Base" means the maximum amount of earnings which may be
         considered wages for a year under Section 3121(a)(1) of the Internal
         Revenue Code as in effect on the first day of the Plan Year.

2.44     "Tax Deductible Voluntary Contribution" means a deductible employee
         contribution described in Code Section 72(o)(5). Such contributions
         will be 100% vested and nonforfeitable at all times. No such
         contributions will be accepted for tax years beginning after 1986.

2.45     "Top Heavy Plan" means for any Plan Year beginning after December 31,
         1983 that any of the following conditions exists:

         (a)      If the top heavy ratio (as defined in Article VI) for this
                  Plan exceeds 60 percent and this Plan is not part of any
                  required aggregation group or permissive aggregation group of
                  plans.

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

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

         See Article VI for requirements and additional definitions applicable
         to Top Heavy Plans.

2.46     "Top Heavy Plan Year" means that, for a particular Plan Year commencing
         after December 31, 1983, the Plan is a Top Heavy Plan.

2.47     "Total and Permanent Disability" means the inability of a Participant
         to engage in any substantial gainful activity by reason of a physical
         or mental impairment which can be expected ( to result in death or
         which has lasted or can be expected to last for a continuous period of
         not less than 12 months. The permanence and degree of such impairment
         shall be supported by medical evidence.

         In determining the nature, extent and duration of any Participant's
         disability, the Plan Administrator may select a physician to examine
         the Participant. The final determination of the nature, extent and
         duration of such disability shall be made solely by the Plan
         Administrator upon the basis of such evidence as he deems necessary and
         acting in accordance with uniform principles consistently applied.

2.48     "Trust" means the Plan and Trust set forth herein, as adopted by the
         Employer. The Trust of the Employer shall be separate and apart from
         the Trust of any other employer which adopts this Plan.

2.49     "Trustee" means the individual(s), bank or trust company which has
         agreed to be the Trustee of the Employer's Plan.

2.50     "Trust Fund" means any and all property held by the Trustee pursuant to
         the Plan and Trust.

2.51     "Valuation Date" means the last day of the Plan Year or, if more
         frequently, such other date or dates as may be directed by the
         Employer.

                                     - 12 -

<PAGE>

2.52     "Year of Service" means, except for any periods otherwise disregarded
         in the Adoption Agreement, any Plan Year or any corresponding twelve
         consecutive month period for periods prior to the commencement of the
         first twelve consecutive month Plan Year during which the Employee
         completes at least 1,000 Hours of Service; provided, however, that for
         purposes of determining eligibility for participation under Article
         III, Year of Service shall mean any twelve consecutive month period
         during which he completes 1,000 Hours of Service computed from the date
         an Employee first performs an Hour of Service, or any anniversary
         thereof (or again performs an Hour of Service upon re-employment
         following a termination resulting in a One Year Break in Service).

                                   ARTICLE III

                           PARTICIPATION REQUIREMENTS

3.01     ACTION BY EMPLOYER--An Employer may adopt this Plan and Trust by:

         (a)      signing the Adoption Agreement and such other forms as the
                  Trustee may require,

         (b)      designating the Trustee to act as Trustee under the Plan and
                  Trust,

         (c)      having the designated Trustee execute this Trust and accept
                  the Employer's participation by signing the Adoption Agreement
                  as completed by the Employer.

3.02     (a)      EMPLOYEE PARTICIPATION--401(a) Profit Sharing and 401(k) Plan
                  - Those Employees eligible to become Participants shall be
                  specified in Section 3.02(1) of the Adoption Agreement.

                  If the Employer specifies in Section 4.01 of the Adoption
                  Agreement that the Employer will make 401(a) Employer
                  Contributions or 401(k) Employer Contributions to the Trust,
                  each eligible Employee who complies with the requirements set
                  forth in this Plan and Trust shall become a Participant on the
                  entry date specified in Section 3.02(2) of the Adoption
                  Agreement if he is employed on such date.

         (b)      EMPLOYEE PARTICIPATION--Salary Savings Plan--If specified by
                  the Employer in Section 4.03 of the Adoption Agreement, on or
                  after an eligible Employee's entry date the Employee may
                  direct the Employer to reduce his Compensation or Earned
                  Income in order that the Employer may make Salary Savings
                  Contributions to the Trust on the Employee's behalf. Any such
                  Employee shall become a Participant in the Salary Savings Plan
                  on the date his compensation reduction agreement becomes
                  effective. Any such direction shall be made by filing an
                  appropriate form with the Plan Administrator. The Compensation
                  or Earned Income of any eligible Employee electing salary
                  savings shall be reduced by the percentage or dollar amount
                  requested by the Employee (which percentage or dollar amount
                  may not be less than any minimum or more than any maximum
                  specified by the Employer in Section 4.03 of the Adoption
                  Agreement); provided, however, that the Plan Administrator may
                  reduce the Employee's Compensation by a smaller percentage or
                  dollar amount or refuse to enter into or comply with a salary
                  savings agreement with the Employee if the requirements of the
                  Code Section 401(k) would otherwise be violated or if the
                  Participant has previously discontinued a salary savings
                  agreement. No Participant shall be permitted to have Salary
                  Savings Contributions made under this Plan, or any other
                  qualified plan maintained by the Employer, during any taxable
                  year in excess of the dollar limitation in effect under Code
                  Section 402(g) in effect at the beginning of such taxable
                  year. Any salary savings agreement shall become effective on
                  the first day of the first payroll period which begins at
                  least 15 days after an appropriate form is received by the
                  Plan Administrator or such earlier date as may be agreeable to
                  the Plan Administrator. The reduction in Compensation will
                  remain in effect until terminated in accordance with the rules
                  set forth in the Plan and Trust.

                                       13

<PAGE>

                  A Participant may elect at any time to discontinue his salary
                  savings agreement with the Employer, and may change his salary
                  savings agreement subject to any limitation specified by the
                  Employer in Section 4.03 of the Adoption Agreement. Any such
                  change or discontinuance shall become effective on the first
                  day of the first payroll period which begins at least 15 days
                  after a written notice thereof is received by the Plan
                  Administrator.

         (c)      REELIGIBILITY OF FORMER EMPLOYEES--Notwithstanding the rules
                  set forth in Section 3.02(a)7 in the case of a Plan to which
                  the Employer is making 401(a) Employer Contributions or 401
                  (k) Employer Contributions, a former Employee who had
                  previously met the Age and Service requirements specified in
                  Section 3.02 of the Adoption Agreement or a Former
                  Participant, either of whom again becomes eligible to
                  participate in the Plan, will become a Participant on the date
                  of his recommencement of Service, unless his prior Service is
                  disregarded under the rules set forth in Sections 3.02(3)(a)
                  or 3.02(3)(b) of the Adoption Agreement, if designated as
                  applicable by the Employer. Any other former Employee or
                  Participant who again becomes eligible will become a
                  Participant on the entry date determined under the rules set
                  forth in Section 3.02(a).

                  Notwithstanding the rules set forth in Section 3.02(b) of the
                  Plan, a former Employee who had previously met the Age and
                  Service requirements specified in Section 3.02 of the Adoption
                  Agreement or a Former Participant, either of whom again
                  becomes eligible to participate in the Plan, will again be
                  eligible to enter into a compensation reduction agreement with
                  the Employer on the date of his recommencement of Service,
                  unless his prior Service is disregarded under the rules set
                  forth in Sections 3.02(3)(a) or 3.02(3)(b) of the Adoption
                  Agreement, if designated as applicable by the Employer. Any
                  other former Employee or Participant who again becomes
                  eligible may enter into a compensation reduction agreement
                  with the Employer on or after his entry date, as determined
                  under the rules set forth in Section 3.02(a).

         (d)      INELIGIBILITY, PARTICIPATION IN OTHER PLANS--In the event that
                  the Employer specifies in the Adoption Agreement that
                  Employees eligible for other qualified pension or profit
                  sharing plans to which the Employer contributes are not
                  eligible to participate in this Plan, a Participant for whom a
                  contribution is subsequently made under such other qualified
                  pension or profit sharing plan shall no longer participate
                  under this Plan; and in the event of such subsequent
                  contribution the further rights of such Participant shall be
                  determined in accordance with Section 3.04.

3.03     CHANGE IN EMPLOYEE STATUS--The Plan Administrator shall notify the
         Trustee in the event a Participant's status with respect to the Plan
         shall change, and shall furnish the Trustee with such additional
         information relative to the Plan as the Trustee may from time to time
         request.

3.04     CLASSIFICATION CHANGES--In the event of a change in job classification
         or in the event Section 3.02(d) becomes applicable to a Participant,
         such that an Employee, although still in the employment of the
         Employer, no longer is an eligible Employee, all contributions and
         forfeitures to be allocated on his behalf shall cease and any amount
         credited to the Employee's Accounts on the date the Employee shall
         become ineligible shall continue to vest, become payable or be
         forfeited, as the case may be, in the same manner and to the same
         extent as if the Employee had remained a Participant.

                                     - 14 -

<PAGE>

         In the case of a Plan under which an Employer is to make 401(a) or
         401(k) Employer Contributions, if a Participant becomes ineligible to
         share in future Employer contributions and forfeitures because he is no
         longer a member of an eligible class of Employees, but has not incurred
         a One Year Break in Service (as defined in Section 2.28(a)), such
         Employee shall again be eligible to share in Employer contributions and
         forfeitures immediately upon his return to an eligible class of
         Employees. If such Participant incurs such a One Year Break in
         Service, his eligibility to again participate shall be determined
         pursuant to Section 3.02(c).

         In the event an Employee who is not a member of the eligible class of
         Employees becomes a member of the eligible class, such Employee shall
         participate immediately if such Employee has satisfied the minimum Age
         and Service requirements and would have previously become a Participant
         had he been in the eligible class.

3.05     LEAVE OF ABSENCE--The Accounts of a Participant who is on an authorized
         leave of absence (as described in Section 2.28) shall share in the
         allocation of 401(a), 401(k) Employer and Employer Match Contributions
         and forfeitures to the extent that the Participant receives
         Compensation from the Employer, if such Participant otherwise satisfies
         the requirements of Section 4.01 of the Adoption Agreement, and such
         Accounts shall continue to share in allocation of Trust Fund income or
         losses under the provisions of Article V.

3.06     ADDITIONAL RULES FOR PLANS COVERING OWNER-EMPLOYEES--If this Plan
         provides contributions or benefits for one or more Owner-Employees who
         control both the business for which this Plan is established and one or
         more other trades or businesses, this Plan and the plan established for
         other trades or businesses must, when looked at as a single plan,
         satisfy Code Sections 401(a) and (d) for the employees of this and all
         other trades or businesses.

         If the Plan provides contributions or benefits for one or more Owner-
         Employees who control one or more other trades or businesses, the
         employees of the other trades or businesses must be included in a plan
         which satisfies Code Sections 401(a) and (d) and which provides
         contributions and benefits not less favorable than provided for Owner-
         Employees under this Plan.

         If an individual is covered as an Owner-Employee under the plans of two
         or more trades or businesses which are not controlled and the
         individual controls a trade or business, then the contributions or
         benefits of the employees under the plan of the trades or businesses
         which are controlled must be as favorable as those provided for him
         under the most favorable plan of the trade or business which is not
         controlled.

         For purposes of the preceding paragraphs, an Owner-Employee, or two or
         more Owner-Employees, will be considered to control a trade or business
         if the Owner-Employee, or two or more Owner-Employees together:

         (1)      own the entire interest in an unincorporated trade or
                  business, or

         (2)      in the case of a partnership, own more than 50 percent of
                  either the capital interest or the profits interest in the
                  partnership.

         For purposes of the preceding sentence, an Owner-Employee, or two or
         more Owner-Employees shall be treated as owning any interest in a
         partnership which is owned, directly or indirectly, by a partnership
         which such Owner-Employee, or such two or more Owner-Employees, are
         considered to control within the meaning of the preceding sentence.

                                     - 15 -

<PAGE>

3.07     Employee who should be included as a Participant in the Plan is
         erroneously omitted and discovery of such omission is not made until
         after a contribution by the Employer for the year has been made and
         allocated, the Employer shall make a subsequent contribution with
         respect to the omitted Employee in the amount which the Employer would
         have contributed with respect to him had he not been omitted. Such
         contribution shall be made regardless of whether or not it is
         deductible, in whole or in part, by the Employer in any taxable year
         under applicable provisions of the Code.

3.08     INCLUSION OF INELIGIBLE EMPLOYEE--If, in any Plan Year, any person who
         should not have been included as a Participant in the Plan is
         erroneously included and discovery of such incorrect inclusion is not
         made until after a contribution for the year has been made and
         allocated, the Employer shall not be entitled to recover the
         contribution made with respect to the ineligible person regardless of
         whether or not a deduction is allowable with respect to such
         contribution. In such event, the amount contributed with respect to the
         ineligible person shall constitute a forfeiture for the Plan Year in
         which the discovery is made.

                                   ARTICLE IV

                     EMPLOYER AND PARTICIPANT CONTRIBUTIONS

4.01     401(a) EMPLOYER CONTRIBUTIONS, 401(k) EMPLOYER CONTRIBUTIONS AND
         EMPLOYER MATCH CONTRIBUTIONS--The Employer shall make 401(a) Employer,
         401(k) Employer and Employer Match contributions to the Trust for each
         Plan Year to the extent and in the manner specified in Section 4.01 of
         the Adoption Agreement.

         Notwithstanding any other provision of the Plan to the contrary, in the
         event an Employee who was a Participant on the first day of a Plan Year
         does not accrue a benefit for such Plan Year either because such
         Employee completed fewer than 1,000 Hours of Service but more than 500
         Hours of Service, or such other service requirement as the Employer may
         have elected, or because the Employee was not employed on the last day
         of the Plan Year, and if the Employee's lack of eligibility for an
         accrual would, but for the provisions of this paragraph, cause the Plan
         to fail to satisfy the requirements of either Section 401(a)(26) and/or
         Section 410(b) of the Code, such Employee shall accrue a benefit on the
         same basis as any other Participant. If more than one Employee is
         ineligible for an accrual as described, and the Plan will satisfy the
         requirements of Section 401(a)(26) and/or Section 410(b) of the Code if
         some but not all of such ineligible Employees are eligible for an
         accrual, only that number of ineligible Employees necessary to permit
         the Plan to satisfy the requirements of said Code Sections shall be
         eligible for an accrual. The ineligible Employees shall be ranked in
         accordance with their Hours of Service for the Plan Year, and the
         Employees to receive an accrual shall be those with the highest number
         of Hours of Service. In the event more than one Employee has completed
         a specific number of Hours of Service, all such Employees shall be
         eligible for an accrual if any one of them would be so eligible. This
         provision is intended to prevent the Plan from losing its qualification
         under Section 401(a) of the Code merely because it fails to satisfy the
         minimum participation rule of Section 401(a)(26) or the minimum
         participation rules of Section 410(b) of the Code, and shall be
         interpreted accordingly.

         The Employer shall pay its 401(a) Employer, 401(k) Employer and
         Employer Match Contributions for each Plan Year to the Trustee on any
         date or dates which the Employer may select, subject to the consent of
         the Trustee; provided that, to then be deductible, the total
         contributions for each Plan Year shall be paid within the time
         prescribed by law for the deduction of such contributions for purposes
         of the Employer's Federal Income Tax for such year.

                                     - 16 -

<PAGE>

4.02     MINIMUM EMPLOYER CONTRIBUTIONS FOR TOP HEAVY PLANS

         (a)      Minimum Allocation for Non-Key Employees--Notwithstanding
                  anything in the Plan to the contrary except (b) through (f)
                  below, for any Top Heavy Plan Year, the sum of the Employer's
                  contributions and forfeitures allocated to the Accounts of
                  each Non-Key Employee Participant shall be equal to at least
                  three percent of such Non-Key Employee's Compensation.
                  However, should the sum of the Employer's contributions and
                  forfeitures allocated to the Accounts of each Key Employee for
                  such Top Heavy Plan Year be less than three percent of each
                  Key Employee's Compensation and the Employer has no defined
                  benefit plan which designates this Plan to satisfy Section
                  401(a)(4) or 410 of the Code, the sum of the Employer's
                  contributions and forfeitures allocated to the Accounts of
                  each Non-Key Employee shall be equal to the largest percentage
                  allocated to the Accounts of a Key Employee.

                  The minimum contribution provided for in this Section shall be
                  determined without regard to any Social Security contribution.
                  For Plan Years beginning after 1988, the minimum contribution
                  provided for in this Section shall be determined without
                  regard to Salary Savings Contributions and without regard to
                  401(k) or 401(a) Employer Match Contributions to the extent
                  such match contributions are necessary to satisfy Sections
                  8.02 or 9.02. For purposes of computing the minimum
                  contribution provided for in this Section, Compensation shall
                  mean Section 3121 wages, Section 3401(a) wages or Section 415
                  safe-harbor compensation (as such terms are defined in Section
                  2.06), whichever is elected by the Employer in Section 2.06 of
                  the Adoption Agreement or, in the case of a Self-Employed
                  Individual, Earned Income.

         (b)      Extra Minimum Allocation Permitted for Top Heavy Plans other
                  than Super Top Heavy Plans--If a Key Employee is a Participant
                  in both a defined contribution plan and a defined benefit plan
                  that are both part of a required or permissive aggregation
                  group of Top Heavy Plans (but neither of such plans is a Super
                  Top Heavy Plan), the defined contribution and the defined
                  benefit fractions described in Article VII shall remain
                  unchanged, provided each Non- Key Employee who is a
                  Participant receives an extra allocation (in addition to the
                  minimum allocation set forth above) equal to not less than one
                  percent of such Non-Key Employees' Compensation.

         (c)      For purposes of the minimum allocations set forth above, the
                  percentage allocated to the Accounts of any Key Employee shall
                  be equal to the ratio of the sum of the Employer's
                  contribution and forfeitures allocated on behalf of such Key
                  Employee divided by the first $200,000 of Compensation.

         (d)      For any Top Heavy Plan Year, the minimum allocations set forth
                  above shall be allocated to the Accounts of all Non-Key
                  Employees who are Participants and who are employed by the
                  Employer on the last day of the Plan Year, including (1)
                  Non-Key Employee Participants who have failed to complete a
                  Year of Service; (2) Non-Key Employees otherwise eligible to
                  participate in the Plan who declined to make any Required or
                  Salary Savings Contributions to the Plan; and (3) Non-Key
                  Employees whose Compensation is less than a stated amount.

         (e)      Notwithstanding anything herein to the contrary, in any Plan
                  Year in which a Non-Key Employee is a Participant in both this
                  Plan and a defined benefit pension plan included in a Required
                  or Permissive Aggregation Group of Top Heavy Plans, the
                  Employer shall not be required to provide a Non-Key Employee
                  with both the full separate minimum defined benefit plan
                  benefit and the full separate minimum defined contribution
                  plan allocation described in this Section. Therefore, if the
                  Employer maintains such a defined benefit and defined
                  contribution plan, the top-heavy minimum benefits shall be
                  provided as follows:

                                     - 17 -

<PAGE>

                  (i)      If a Non-Key Employee is a participant in such
                           defined benefit plan but is not a participant in this
                           defined contribution plan, the minimum benefits
                           provided for Non-Key Employees in the defined benefit
                           plan shall be provided to the employee if the defined
                           benefit plan is a Top Heavy or Super Top Heavy Plan
                           and the minimum contributions described in this
                           Section 4.02 shall not be provided.

                  (ii)     If a Non-Key Employee is a participant in such
                           defined benefit plan and is also a participant in
                           this defined contribution plan, the provisions of
                           Subsections (a) and (b) above shall be applicable to
                           each such Non-Key Employee meeting the requirements
                           of Subsection (d) above, except that the minimum
                           contribution shall be increased from 3% to 5% and the
                           extra minimum contribution, if applicable, shall be
                           increased from 1% to 2 1/2%. The minimum benefits for
                           Non-Key Employee participants in Top Heavy or Super
                           Top Heavy Plans provided in the defined benefit plan
                           shall not be applicable to any such Non-Key Employee
                           who receives the full maximum contribution described
                           in the preceding sentence.

                  Notwithstanding anything herein to the contrary, no minimum
                  contribution will be required under this Plan (or the minimum
                  contribution under this Plan will be reduced, as the case may
                  be) for any Plan Year if the Employer maintains another
                  qualified defined contribution plan and the Employer has
                  specified in Section 4.02 of the Adoption Agreement that the
                  minimum allocation requirement applicable to Top Heavy or
                  Super Top Heavy Plans will be met in the other plan.

         (f)      The minimum allocation required under this Section 4,02 (to
                  the extent required to be nonforfeitable under Code Section
                  416(b)) may not be forfeited under Code Sections 411(a)(3)(B)
                  or 411(a)(3)(D)).

4.03     SALARY SAVINGS CONTRIBUTIONS--The Employer shall make Salary Savings
         Contributions to the Trust for each Plan Year to the extent and in the
         manner specified in Article III and in Section 4.03 of the Adoption
         Agreement.

         The Employer shall pay its Salary Savings Contributions to the Trustee
         within 30 days of the date such contributions would have been payable
         to the Employee in the absence of the Salary Savings Agreement.

4.04     VOLUNTARY AFTER-TAX CONTRIBUTIONS--If and to the extent permitted by
         Section 4.04 of the Adoption Agreement, a Participant may make
         Voluntary After-Tax Contributions to the Trust. For Plan Years
         beginning before the date the Employer adopts this amended and restated
         Plan, a Participant may contribute to the Trust to the extent permitted
         by this Plan prior to its most recent restatement. For Plan Years
         beginning after 1986, such contributions must satisfy Article IX.

         Notwithstanding the above, unless the Employer has adopted a 401(k)
         Plan, the Plan will not accept Voluntary After-Tax Contributions for
         Plan Years beginning after the Plan Year in which this amended and
         restated Plan is adopted by the Employer. Voluntary After-Tax
         Contributions for Plan Years beginning after December 31, 1986 will be
         limited so as to meet the nondiscrimination test of Code Section
         401(m).

                                     - 18 -

<PAGE>

         A Participant shall have the right at any time to request a withdrawal
         in cash of the portion of his Accrued Benefit attributable to his
         Voluntary After-Tax Contributions. If necessary to comply with the
         requirements of Section 12.08, the Plan Administrator shall require the
         consent of the Participant's spouse before making any withdrawal. Any
         such consent shall satisfy the requirements of Section 12.08. Any such
         amount requested to be withdrawn shall be paid within 90 days following
         the date written request therefor is received by the Plan
         Administrator. In-service withdrawals shall be subject to any
         requirements, restrictions or limitations imposed under Section 10.03.
         Values not so withdrawn, including any increments earned on withdrawn
         amounts prior to withdrawal, shall be distributed to the Participant or
         his Beneficiary at such time and in such manner as the Trust otherwise
         provides for Account distributions.

         No forfeitures will occur solely as a result of an Employee's
         withdrawal of Voluntary After-Tax Contributions.

         The portion of a Participant's Accrued Benefit attributable to
         Voluntary After-Tax Contributions shall be 100% vested and
         nonforfeitable at all times.

4.05     REQUIRED PARTICIPANT CONTRIBUTIONS (Not applicable to Thrift Plans,
         401(k) Plans, Standardized Plans or for Plan Years beginning after the
         date the Employer adopts this amended and restated Plan)--The Employer
         shall specify in Section 4.05 of the Adoption Agreement either that
         each Participant shall not be required to contribute to the Trust on an
         after-tax basis or shall set forth the rate or amount of after-tax
         contributions which shall be required of each Participant for each Plan
         Year as a condition of his participation. No such required
         contributions shall exceed six percent (6%) of the Plan Compensation of
         each Participant. Required Participant Contributions may not be
         withdrawn prior to termination of employment.

         Participant after-tax contributions shall not be required as a
         condition of participation in a Standardized or 401(k) Plan.

         Contributions made by a Participant under this Section 4.05 shall first
         be applied to pay that portion of the premium for any Policy on his
         life which is applicable to the cost of life insurance protection.

         The portion of a Participant's Accrued Benefit attributable to Required
         Participant Contributions shall be 100% vested and nonforfeitable at
         all times.

         Notwithstanding the above, this Plan will not accept Required
         Participant Contributions for Plan Years beginning after the Plan Year
         in which this amended and restated Plan is adopted by the Employer.
         Required Participant Contributions for Plan Years beginning after
         December 31, 1986 will be limited so as to meet the nondiscrimination
         test of Code Section 401(m).

4.06     PARTICIPANT AFTER-TAX THRIFT PLAN CONTRIBUTIONS--If the Employer elects
         an aftertax thrift plan contribution formula, each Participant may
         contribute during each Plan Year on an after-tax basis the amount
         specified in Section 5.02(b) of the Adoption Agreement. A Participant's
         after-tax thrift plan contribution during a Plan Year may not exceed
         six percent (6%) of the Plan Compensation of the Participant.
         Participant After-Tax Thrift Plan Contributions may not be withdrawn
         prior to termination of employment.

                                     - 19 -

<PAGE>

         Notwithstanding the above, this Plan will not accept Participant After-
         Tax Thrift Plan Contributions and the Employer may not match such
         contributions for Plan Years beginning after the Plan Year in which
         this amended and restated Plan is adopted by the Employer. Participant
         Thrift Plan Contributions for Plan Years beginning after December 31,
         1986, together with any matching contributions as defined in Code
         Section 401(m), will be limited so as to meet the nondiscrimination
         test of Section 401(m).

4.07     TAX DEDUCTIBLE VOLUNTARY CONTRIBUTIONS--The Plan Administrator will not
         accept Tax Deductible Voluntary Contributions which are made for a
         taxable year beginning after December 31, 1986. Contributions made
         prior to that date will be maintained in a separate account which will
         be nonforfeitable at all times. The account will share in the gains and
         losses of the trust in the same manner as described in Section 5.05 of
         the Plan. No part of the Tax Deductible Voluntary Contribution Account
         will be used to purchase life insurance. Subject to Section 12.08,
         Joint and Survivor Annuity Requirements, the Participant may withdraw
         any part of his Tax Deductible Voluntary Contribution Account by making
         a written application to the Plan Administrator.

4.08     PAYMENT OF CONTRIBUTIONS TO TRUSTEE--The Employer shall make payment of
         all contributions, including Participant contributions which shall be
         remitted to the Employer by payroll deduction or otherwise, directly to
         the Trustee in accordance with this Article IV but subject to Section
         4.09.

4.09     RECEIPT OF CONTRIBUTIONS BY TRUSTEE-The Trustee shall accept and hold
         under the Trust such contributions of money, or other property approved
         by the Employer for acceptance by the Trustee, on behalf of the
         Employer and Participants as it may receive from time to time from the
         Employer, other than cash it is instructed to remit to the Insurer for
         deposit with the Insurer. However, the Employer may pay contributions
         directly to the Insurer and such payment shall be deemed a contribution
         to the Trust to the same extent as if payment had been made to the
         Trustee. All such contributions shall be accompanied by written
         instructions from the Employer accounting for the manner in which they
         are to be credited and specifying the appropriate Participant Account
         to which they are to be allocated. All Employer contributions shall be
         credited by the Trustee or Insurer to a Suspense Account until
         allocated to Participants as provided in the Trust.

                                    ARTICLE V

                              PARTICIPANT ACCOUNTS,
               ALLOCATION OF CONTRIBUTIONS AND VALUATION OF ASSETS

5.01     PARTICIPANT ACCOUNTS--Separate accounts shall be maintained for the
         portion of a Participant's Accrued Benefit attributable to the
         following: (1) Salary Savings Contributions; (2) 401(a) Employer
         Contributions; (3) 401(k) Employer Contributions; (4) 401(k) Match
         Contributions; (5) 401(a) Match Contributions; (6) Voluntary After-Tax
         Contributions; (7) Required Participant Contributions; (8) Participant
         After-Tax Thrift Plan Contributions; (9) Tax Deductible Contributions;
         and (10) Rollover Contributions. Each separate account shall be
         credited with the applicable contributions, earnings and losses,
         distributions, and other applicable adjustments.

         Additionally, there will be separate accounts for After-Tax
         Contributions made before 1987, and those made after 1986, if the
         Employer has so elected in the Adoption Agreement.

                                     - 20 -

<PAGE>

5.02     METHOD FOR ALLOCATION OF 401(a) EMPLOYER, 401(k) EMPLOYER AND EMPLOYER
         MATCH CONTRIBUTIONS TO EMPLOYEES--For each Plan Year, 401(k) Employer
         Contributions to be made by the Employer, shall be allocated among
         eligible Participants in proportion to Compensation. 401(a) Employer
         Contributions will be allocated as specified by the Employer in the
         Adoption Agreement among all eligible Employees who were Participants
         in the Plan for such Plan Year.

         In the case of a 401(k) Plan, Employer Match Contributions shall be
         allocated among eligible Participants as specified by the Employer in
         Section 4.01(3)(b) or (c) of the Adoption Agreement.

         In the case of an after-tax thrift plan, Employer Match Contributions
         shall be allocated among eligible Participants as specified by the
         Employer in Section 5.02(b) of the Adoption Agreement.

         In order to be eligible to share in 401(a) Employer Contributions,
         401(k) Employer Contributions and Employer Match Contributions for a
         Plan Year, except as provided in Section 4.03, an Employee must
         complete during such Plan Year the Hours of Service specified in
         Section 4.01 of the Adoption Agreement and, in addition, if so
         specified in such Section of the Adoption Agreement, must be employed
         on the last day of the Plan Year, subject to any exceptions there
         specified.

5.03     APPLICATION OF FORFEITURES--For each Plan Year, amounts forfeited
         during such year pursuant to Article XIII (Benefits upon Termination of
         Service) shall be allocated or applied as specified in Adoption
         Agreement Section 5.03. The Plan Administrator shall choose the type of
         Employer Contributions which provide the basis for allocating
         forfeitures or which are to be reduced by forfeitures, on a uniform and
         consistent basis.

         No forfeitures will occur solely as a result of an Employee's
         withdrawal of employee contributions.

         Forfeitures arising hereunder will be allocated only for the benefit of
         Employees of the Employer who adopted this Plan.

5.04     GROUP ANNUITY CONTRACT DIVIDENDS--Any dividend payable by the Insurer
         in accordance with the terms of any group annuity contract purchased by
         the Trustee will be added to the Employer's contribution for the Plan
         Year during which the dividend is credited to the contract or shall be
         applied to reduce the Employer's contribution for such Year, whichever
         is elected by the Employer in Adoption Agreement Section 5.04.

         The Insurer shall credit any group annuity contract dividend to the
         Suspense Account maintained pursuant to the terms of the group annuity
         contract until the dividend is allocated or applied.

5.05     ANNUAL VALUATION OF TRUST FUND--The Trustee, as of the last Valuation
         Date of each Plan Year and prior to the allocation of contributions as
         provided under Section 5.02 or the allocation of forfeitures or
         dividends if so specified in the Adoption Agreement under Sections 5.03
         and 5.04, shall determine the net value of the Trust Fund assets (other
         than amounts allocated to Participant Accounts under the group annuity
         contract or any Policies purchased as investments for Participant
         Accounts) and the amount of net income or net loss allowable thereto
         and shall report such value to the Employer in writing. In determining
         such value the Trustee shall value assets at fair market value. The net
         value of the Trust Fund shall include any life insurance Policies held
         by the Trustee on the lives of Key Employees pursuant to Section 17.03.
         Key man life insurance policies shall be valued at their respective
         cash surrender values as of the Valuation Date. The resulting net
         income or loss of the Trust Fund shall then be debited or credited to
         each Participant's Accounts in the same ratio as each such Account
         bears to the aggregate of all such Accounts. After such crediting of
         the valuation to each Participant's Account, contributions and
         forfeitures shall be allocated to each such Account as set forth in the
         Adoption Agreement pursuant to Sections 5.02 and 5.03.

                                     - 21 -

<PAGE>
5.06     GROUP ANNUITY CONTRACT EXPENSES--Expenses charged by the Insurer shall
         be deducted as provided in the group annuity contract, unless the
         Employer pays the Insurer directly (or indirectly through the
         application of forfeitures) any such item of expenses.

5.07     STATEMENT OF ACCOUNT--As soon as practicable after the end of each Plan
         Year, the Plan Administrator shall present to each Participant a
         statement of his Accounts showing the credit to his Accounts at the
         beginning of such Year, any changes during the Year, the credit to his
         Accounts at the end of the Year, and such other information as the Plan
         Administrator may determine. However, the statements of a Participant's
         Accounts shall not operate to vest in any Participant any right or
         interest to any assets of the Trust except as the Trust specifically
         provides.

                                   ARTICLE VI

                    PROVISIONS APPLICABLE TO TOP HEAVY PLANS

6.01     TOP HEAVY PLAN REQUIREMENTS

         (a)  For any Top Heavy Plan Year, the Plan shall provide the following:

              (i)  the minimum vesting requirements for Top Heavy Plans set
                   forth in Section 13.01 of the Adoption Agreement; and

              (ii) the minimum contribution requirements set forth in Section
                   4.02 of the Plan.

         (b)  Once a Plan has become a Top Heavy Plan, if the Employer so
              specifies in Section 6.01(b) of the Adoption Agreement, the
              minimum contribution requirements for Top Heavy Plans set forth in
              Section 4.02 of the Plan shall be applicable in all subsequent
              Plan Years, regardless of whether such years are Top Heavy Plan
              Years.

         (c)  Once a Plan has become a Top Heavy Plan, the vesting requirements
              described in Section 13.01(2) of the Adoption Agreement shall be
              applicable to all subsequent Plan Years, regardless of whether
              such years are Top Heavy Plan Years.

         If the Plan is or becomes a Top Heavy Plan in any Plan Year beginning
         after December 31, 1983, the provisions of this Article VI will
         supersede any conflicting provision in the Plan or Adoption Agreement.

         The top heavy minimum vesting schedule applies to all benefits within
         the meaning of Code Section 411(a)(7) except those attributable to
         Employee contributions, including benefits accrued before the effective
         date of Section 416 of the Code and benefits accrued before the Plan
         became to heavy. Further, no decrease in a Participant's nonforfeitable
         percentage may occur in the event the Plan's status as top heavy
         changes for any Plan Year. However, this Section does not apply to the
         Account balances of any Employee who does not have an Hour of Service
         after the Plan has initially become top heavy and such Employee's
         Account balance attributable to Employer contributions and forfeitures
         will be determined without regard to this Section.



                                     - 22 -
<PAGE>

6.02     DETERMINATION OF TOP HEAVY STATUS

         (a)      This Plan shall be a Top Heavy Plan for any Plan Year
                  commencing after December 31, 1983, if any of the following
                  conditions exists:

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

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

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

         (b)      This Plan shall be a Super Top Heavy Plan for any Plan Year
                  commencing after December 31, 1983 if any of the following
                  conditions exists:

                  (i)      If the top heavy ratio for this Plan exceeds 90
                           percent and this Plan is not part of any required
                           aggregation group or permissive aggregation group of
                           plans.

                  (ii)     If this Plan is a part of a required aggregation
                           group of plans but not part of a permissive
                           aggregation group and the top heavy ratio for the
                           group of plans exceeds 90 percent.

                  (iii)    If this Plan is a part of a required aggregation
                           group and part of a permissive aggregation group of
                           plans and the top heavy ratio for the permissive
                           aggregation group exceeds 90 percent.

         (c)      The Plan top heavy ratio shall be determined as follows:

                  (i)      DEFINED CONTRIBUTION PLANS ONLY: If the Employer
                           maintains one or more defined contribution plans
                           (including any Simplified Employee Pension Plan) and
                           the Employer has not maintained any defined benefit
                           plan which during the 5-year period ending on the
                           determination date(s) has or has had accrued
                           benefits, the top-heavy ratio for this Plan alone or
                           for the required or permissive aggregation group, as
                           appropriate, is a fraction, the numerator of which is
                           the sum of the account balances of all Key Employees
                           as of the determination date(s) (including any part
                           of any account balance distributed in the 5-year
                           period ending on the determination date(s)), and the
                           denominator of which is the sum of all account
                           balances (including any part of any account balance
                           distributed in the 5-year period ending on the
                           determination date(s)), both computed in accordance
                           with Section 416 of the Code and the Regulations
                           thereunder. Both the numerator and denominator of the
                           top-heavy ratio are increased to reflect any
                           contribution not actually made as of the
                           determination date, but which is required to be taken
                           into account on that date under Section 416 of the
                           Code and the Regulations thereunder.

                                     - 22 -

<PAGE>

                  (ii)     DEFINED CONTRIBUTION AND DEFINED BENEFIT PLANS: If
                           the Employer maintains one or more defined
                           contribution plans (including any Simplified Employee
                           Pension Plan) and the Employer maintains or has
                           maintained one or more defined benefit plans which
                           during the 5-year period ending on the determination
                           date(s) has or has had any accrued benefits, the
                           top-heavy ratio for any required or permissive
                           aggregation group, as appropriate, is a fraction, the
                           numerator of which is the sum of account balances
                           under the aggregated defined contribution plan or
                           plans for all Key Employees, determined in accordance
                           with (i) above, and the present value of accrued
                           benefits under the aggregated defined benefit plan or
                           plans for all Key Employees as of the determination
                           date(s), and the denominator of which is the sum of
                           the account balances under the aggregated defined
                           contribution plan or plans for all Employees,
                           determined in accordance with (i) above, and the
                           present value of accrued benefits under the defined
                           benefit plan or plans for all Employees as of the
                           determination date(s), all determined in accordance
                           with Section 416 of the Code and the Regulations
                           thereunder. The accrued benefits under a defined
                           benefit plan in both the numerator and denominator of
                           the top-heavy ratio are increased for any
                           distribution of an accrued benefit made in the
                           five-year period ending on the determination date.

                  (iii)    Determination of Values of Account Balances and
                           Accrued Benefits: For purposes of (i) and (ii) above
                           the value of Account balances and the present value
                           of Accrued Benefits will be determined as of the most
                           recent valuation date that falls within or ends with
                           the 12-month period ending on the determination date,
                           except as provided in Section 416 of the Code and the
                           Regulations thereunder for the first and second plan
                           years of a defined benefit plan. The account balances
                           and accrued benefits of an Employee (1) who is not a
                           Key Employee but who was a Key Employee in a prior
                           year, or (2) who has not had at least one Hour of
                           Service with any Employer maintaining the Plan at any
                           time during the 5-year period ending on the
                           determination date will be disregarded. The
                           calculation of the top-heavy ratio, and the extent to
                           which distributions, rollovers, and transfers are
                           taken into account will be made in accordance with
                           Section 416 of the Code and the Regulations
                           thereunder. Deductible employee contributions will
                           not be taken into account for purposes of computing
                           the top-heavy ratio. To the extent required by Code
                           Section 401(k)(4), Salary Savings Contributions made
                           for Plan Years beginning after 1988 will not be taken
                           into account for purposes of computing the top heavy
                           ratio. When aggregating plans the value of account
                           balances and accrued benefits will be calculated with
                           reference to the determination dates that fall within
                           the same calendar year.

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

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

                                     - 23 -

<PAGE>

         (e)      REQUIRED AGGREGATION GROUP: (1) Each qualified plan of the
                  Employer in which at least one Key Employee participates, and
                  (2) any other qualified plan of the Employer which enables a
                  plan described in (1) to meet the requirements of Code
                  Sections 401(a)(4) or 410.

         (f)      DETERMINATION DATE: For any Plan Year subsequent to the first
                  Plan Year, the last day of the preceding Plan Year. For the
                  first Plan Year of the Plan, the last day of that year.

         (g)      VALUATION DATE: The date elected by the Employer in Section
                  6.02(g) of the Adoption Agreement as of which Account balances
                  or accrued benefits are valued for purposes of calculating the
                  top heavy ratio.

         (h)      PRESENT VALUE: Present value shall be based only on the
                  interest and mortality rates specified in Section 6.02(h) of
                  the Adoption Agreement.

                                   ARTICLE VII

                         415 LIMITATIONS ON ALLOCATIONS

(See Section 7.13--7.23 for definitions applicable to this Article VII).

7.01     If the Participant does not participate in, and has never participated
         in another qualified plan or a welfare benefit fund, as defined in Code
         Section 419(e), maintained by the Employer, or an individual medical
         account, as defined in Code Section 415(1)(2) maintained by the
         Employer which provides an Annual Addition, the amount of Annual
         Additions which may be credited to the Participant's Accounts for any
         Limitation Year will not exceed the lesser of the Maximum Permissible
         Amount or any other limitation contained in this Plan. If the Employer
         contribution that would otherwise be contributed or allocated to the
         Participant's Accounts would cause the Annual Additions for the
         Limitation Year to exceed the Maximum Permissible Amount, the amount
         contributed or allocated will be reduced so that the Annual Additions
         for the Limitation Year will equal the Maximum Permissible Amount.

7.02     Prior to determining the Participant's actual Compensation for the
         Limitation Year, the Employer may determine the Maximum Permissible
         Amount on the basis of a reasonable estimation of the Participant's
         annual Compensation for the Limitation Year, uniformly determined for
         all Participants similarly situated.

7.03     As soon as is administratively feasible after the end of the Limitation
         Year, the Maximum Permissible Amount for the Limitation Year will be
         determined on the basis of the Participant's actual Compensation for
         the Limitation Year.

7.04     If, pursuant to Section 7.03 or as a result of the allocation of
         forfeitures, there is an Excess Amount, the excess will be disposed of
         as follows:

         (a)      Any Voluntary After-Tax Contributions, to the extent they
                  would reduce the Excess Amount, will be returned to the
                  Participant;

                                     - 24 -

<PAGE>

         (b)      If after the application of paragraph (a) an Excess Amount
                  still exists, and the Participant is covered by the Plan at
                  the end of the Limitation Year, the Excess Amount in the
                  Participant's Account will be used to reduce Employer
                  contributions (including any allocation of forfeitures) for
                  such Participant in the next Limitation Year, and each
                  succeeding Limitation Year if necessary;

         (c)      If after the application of paragraph (a) an Excess Amount
                  still exists, and the Participant is not covered by the Plan
                  at the end of the Limitation Year, the Excess Amount will be
                  held unallocated in a Suspense Account. The Suspense Account
                  will be applied to reduce future Employer contributions
                  (including allocation of any forfeitures) for all remaining
                  Participants in the next Limitation Year, and each succeeding
                  Limitation Year if necessary;

         (d)      If a Suspense Account is in existence at any time during the
                  Limitation Year pursuant to this Section, it will not
                  participate in the allocation of the Trust's investment gains
                  and losses.

                  If a Suspense Account is in existence at any time during a
                  particular Limitation Year, all amounts in the Suspense
                  Account must be allocated and reallocated to Participants'
                  Accounts before any Employer or any employee contributions may
                  be made to the Plan for that Limitation Year. Excess amounts
                  may not be distributed to Participants or Former Participants.

         Sections 705 through 710 (These Sections apply if, in addition to this
         Plan, the Participant is covered under another qualified Master or
         Prototype defined contribution plan or a welfare benefit fund, as
         defined in Code Section 419(e), maintained by the Employer, or an
         individual medical account, as defined in Code Section 415(1)(2),
         maintained by the Employer, which provides an Annual Addition, as
         defined in Section 713, during any Limitation Year.)

7.05     The Annual Additions which may be credited to a Participant's Accounts
         under this Plan for any such Limitation Year will not exceed the
         Maximum Permissible Amount reduced by the Annual Additions credited to
         a Participant's account under the other plans and welfare benefit funds
         for the same Limitation Year. If the Annual Additions with respect to
         the Participant under other defined contribution plans maintained by
         the Employer are less than the Maximum Permissible Amount and the
         Employer contribution that would otherwise be contributed or allocated
         to the Participant's Accounts under this Plan would cause the Annual
         Additions for the Limitation Year to exceed this limitation, the amount
         contributed or allocated will be reduced so that the Annual Additions
         under all such plans for the Limitation War will equal the Maximum
         Permissible Amount. If the Annual Additions with respect to the
         Participant under such other defined contribution plans and welfare
         benefit funds in the aggregate are equal to or greater than the Maximum
         Permissible Amount, no amount will be contributed or allocated to the
         Participants Accounts under this Plan for the Limitation Year.

7.06     Prior to determining the Participant's actual Compensation for the
         Limitation Year, the Employer may determine the Maximum Permissible
         Amount in the manner described in Section 7.02.

7.07     As soon as is administratively feasible after the end of the Limitation
         Year, the Maximum Permissible Amount for the Limitation Year will be
         determined on the basis of the Participant's actual Compensation for
         the Limitation Year.

7.08     If, pursuant to Section 707 or as a result of the allocation of
         forfeitures, a Participant's Annual Additions under this Plan and such
         other plans would result in an Excess Amount for a Limitation Year,
         the Excess Amount will be deemed to consist of the Annual Additions
         last allocated, except that Annual Additions attributable to a welfare
         benefit fund or an individual medical account will be deemed to have
         been allocated first regardless of the actual allocation date.

                                     - 25 -

<PAGE>

7.09     If an Excess Amount was allocated to a Participant on an allocation
         date of this Plan which coincides with an allocation date of another
         plan, the Excess Amount attributed to this Plan will be the product of,

         (a)      the total Excess Amount allocated as of such date, times

         (b)      the ratio of (i) the Annual Additions allocated to the
                  Participant for the Limitation Year as of such date under this
                  Plan to (ii) the total Annual Additions allocated to the
                  Participant for the Limitation Year as of such date under this
                  and all the other qualified Master or Prototype defined
                  contribution plans.

7.10     Any Excess Amount attributed to this Plan will be disposed in the
         manner described in Section 7.04; however, Excess Amounts attributable
         to Excess 401(k) Contributions, Excess Deferrals and Excess 401(m)
         Contributions that have been distributed or forfeited shall be
         considered to have been disposed of through such distribution or
         forfeiture.

         (This Section applies only to Employers who, in addition to this Plan,
         maintain one or more qualified defined contribution plans other than a
         Master or Prototype Plan.)

7.11     If the Employer also maintains another qualified defined contribution
         plan which is not a Master or Prototype Plan, Annual Additions which
         may be credited to any Participant's Accounts under this Plan for any
         Limitation Year will be limited in accordance with Sections 7.05
         through 7.10 as though the other plan were a Master or Prototype Plan
         unless the Employer provides other limitations in Article VII of the
         Adoption Agreement.

         (This Section applies to Employers who, in addition to this Plan,
         maintain or have maintained a defined benefit plan covering any
         Participant in this Plan.)

7.12     If the Employer maintains, or at any time maintained, a qualified
         defined benefit plan covering any Participant in this Plan, the sum of
         the Participant's defined benefit plan fraction and defined
         contribution plan fraction will not exceed 1.0 in any Limitation Year.
         The Annual Additions which may be credited to the Participant's Account
         under this Plan for any Limitation Year will be limited in accordance
         with Article VII of the Adoption Agreement.

         (Section 7.13--7.23 are definitions used in this Article VII.)

7.13     Annual Additions--The sum of the following amounts credited to a
         Participant's Accounts for the Limitation Year:

         (a)      Employer Contributions (including Salary Savings
                  Contributions);

         (b)      employee contributions;

         (c)      forfeitures; and

         (d)      amounts allocated, after March 31, 1984, to an individual
                  medical account, as defined in Section 415(l)(2) of the
                  Internal Revenue Code, which is part of a pension or annuity
                  plan maintained by the Employer, are treated as Annual
                  Additions to a defined contribution plan. Also, amounts
                  derived from contributions paid or accrued after December 31,
                  1985, in taxable years ending after such date, which are
                  attributable to post-retirement medical benefits allocated to
                  the separate account of a Key Employee, as defined in Code
                  Section 419A(d)(2), under a welfare benefit fund, as defined
                  in Code Section 419(e), maintained by the Employer, are
                  treated as Annual Additions to a defined contribution plan.

                                     - 26 -

<PAGE>

         For this purpose, any Excess Amount applied under Sections 7.04 or 710
         in the Limitation Year to reduce Employer contributions will be
         considered Annual Additions for such Limitation Year. Additionally,
         Excess 401(k) Contributions, Excess Deferrals and Excess 401(m)
         Contributions, whether or not distributed or forfeited, shall be
         treated as Annual Additions for the affected Participant.

7.14     Compensation--For purposes of this Article VII, Compensation means all
         of a Participant's Section 3121 wages, Section 3401(a) wages or Section
         415 safe-harbor compensation (as such terms are defined in Section
         2.06), whichever is elected by the Employer in Section 2.06 of the
         Adoption Agreement.

         For any Self-Employed Individual, Compensation means Earned Income.

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

7.15     Defined Benefit Fraction--A fraction, the numerator of which is the sum
         of the Participant's Projected Annual Benefits under all the defined
         benefit plans (whether or not terminated) maintained by the Employer,
         and the denominator of which is the lesser of 125 percent of the dollar
         limitation determined for the Limitation Year under Section 415(b) and
         (d) of the Internal Revenue Code or 140 percent of the Highest Average
         Compensation, including any adjustments under Section 415(b) of the
         Code.

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

         The preceding sentence applies only if the defined benefit plans
         individually and in the aggregate satisfied the requirements of Section
         415 for all Limitation Years beginning before January 1, 1987.

         Notwithstanding the foregoing, for any Top Heavy Plan Year, 100 percent
         shall be substituted for 125 percent unless the extra minimum
         allocation is made pursuant to Section 4.02 of the Plan. However, for
         any Plan Year in which this Plan is a Super Top Heavy Plan, 100
         percent shall be substituted for 125 percent in any event.

7.16     Defined Contribution Dollar Limitation--$30,000 or, if greater,
         one-fourth of the defined benefit dollar limitation set forth in
         Section 415(b)(1) of the Code in effect for the Limitation Year.

7.17     Defined Contribution Fraction--A fraction, the numerator of which is
         the sum of the Annual Additions to the Participant's Accounts under all
         the defined contribution plans (whether or not terminated) maintained
         by the Employer for the current and all prior Limitation Years
         (including the Annual Additions attributable to the Participant's
         nondeductible employee contributions to all defined benefit plans,
         whether or not terminated, maintained by the Employer and the Annual
         Additions attributable to all welfare benefit funds, as defined in Code
         Section 419(e),

                                     - 27 -

<PAGE>

         and individual medical accounts, as defined in Code Section 415(l)(2),
         maintained by the Employer), and the denominator of which is the sum of
         the maximum aggregate amounts for the current and all prior Limitation
         Years of service with the Employer (regardless of whether a defined
         contribution plan was maintained by the Employer). The maximum
         aggregate amount in any Limitation Year is the lesser of 125 percent of
         the dollar limitation determined under Code Sections 415(b) and (d) in
         effect under Section 415(c)(1)(A) of the Code or 35 percent of the
         Participant's Compensation for such year.

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

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

         Notwithstanding the foregoing, for any Top Heavy Plan Year, 100 percent
         shall be substituted for 125 percent unless the extra minimum
         allocation is made pursuant to Section 4.02. However, for any Plan Year
         in which this Plan is a Super Top Heavy Plan, 100 percent shall be
         substituted for 125 percent in any event.

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

7.19     Excess Amount--The excess of the Participant's Annual Additions for the
         Limitation Year over the Maximum Permissible Amount.

7.20     Highest Average Compensation--The average Compensation for the three
         consecutive Years of Service with the Employer that produce the highest
         average. A Year of Service with the Employer is the 12-consecutive
         month period defined in Section 2.52 of the Plan.

7.21     Master or Prototype Plan--A plan the form of which is the subject of a
         favorable opinion letter from the Internal Revenue Service.

                                     - 28 -

<PAGE>

7.22     Maximum Permissible Amount--The lesser of $30,000 (or, beginning
         January 1, 1988, such larger amount determined by the Commissioner for
         the Limitation Year). The maximum Annual Addition that may be
         contributed or allocated to a Participant's Account under the Plan for
         any Limitation Year shall not exceed the lesser of:

         (a)      the Defined Contribution Dollar Limitation; or

         (b)      25 percent of the Participant's Compensation for the
                  Limitation Year.

         The Compensation limitation referred to in (b) shall not apply to any
         contribution for medical benefits (within the meaning of Section 401(h)
         or Section 419A(f)(2) of the Code) which is otherwise treated as an
         Annual Addition under Section 415(l)(1) or 419(d)(2) of the Code.

         If a short Limitation Year is created because of an amendment changing
         the Limitation Year to a different 12-consecutive month period, the
         maximum permissible amount will not exceed the Defined Contribution
         Dollar Limitation multiplied by the following fraction:

                Number of months in the short Limitation Year
                ---------------------------------------------
                                       12

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

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

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

                                  ARTICLE VIII

           401(k) SALARY SAVINGS CONTRIBUTION LIMITATIONS AND REFUNDS

8.01     DEFINITIONS--For purposes of this Article, the following definitions
         shall apply:

         (a)      "Actual Deferral Percentage" means the ratio (expressed as a
                  percentage) of Salary Savings Contributions, made on behalf of
                  an Eligible Participant, to that Participant's Compensation
                  for the Plan Year (but including compensation disregarded
                  through an election of Section 2.06(d) (in the case of a
                  Non-Standardized Plan) and excluding Compensation prior to the
                  date of Plan participation for Plan Years beginning before the
                  later of December 31, 1991 or 60 days from the date final
                  Regulations affecting Notice 88-127 are issued, if so
                  specified in Section 2.06 of the Adoption Agreement). Two
                  Actual Deferral Percentages shall be calculated and used, one
                  including and the second excluding any Salary Savings
                  Contributions that are included in the Contribution Percentage
                  of the Participant as defined in Section 9.01(b). The Plan
                  Administrator may include 401(k) Employer Contributions and
                  401(k) Employer Match Contributions made for the Participant
                  in the above described numerator, if such inclusion is made on
                  a uniform nondiscriminatory basis for all Participants;

                                     - 29 -

<PAGE>

                  however, 401(k) Employer Match Contributions that are included
                  in the Actual Deferral Percentage of the Participant may not
                  be included in the numerator of the Contribution Percentage of
                  the Participant as defined in Section 9.01(b). To be
                  considered as contributed for a given Plan Year for purposes
                  of inclusion in a given Actual Deferral Percentage,
                  Contributions must be made by the end of the 12 month period
                  immediately following that given Plan Year.

                  For purposes of determining the Actual Deferral Percentage of
                  a Highly Compensated Employee who is either: (1) a Five
                  Percent Owner; or (2) one of the ten most Highly Compensated
                  Employees for the current Plan Year, the Salary Savings
                  Contribution of any Family Member of the Participant shall be
                  included in the numerator, the compensation of any such Family
                  Member shall be included in the denominator, and the resulting
                  fraction shall be considered as being for one Highly
                  Compensated Employee. Additionally, the 401(k) Employer
                  Contributions and 401(k) Employer Match Contributions made on
                  behalf of each Family Member shall be included in the
                  numerator, if such contributions are being included in the
                  numerators for all Eligible Participants on a uniform
                  nondiscriminatory basis.

                  Additionally, if one or more other plans allowing
                  contributions under Code Section 401(k) are considered with
                  this Plan as one for purposes of Code Section 401(a)(4) or
                  410(b), the Actual Deferral Percentages for all Eligible
                  Participants under all such plans shall be determined as if
                  this Plan and all such other plans were one; for Plan Years
                  beginning after 1989, such plans must have the same Plan Year.
                  If any Highly Compensated Employee is also an Eligible
                  Participant in one or more other plans allowing contributions
                  under Code Section 401(k), the Actual Deferral Percentage for
                  that Employee shall be determined as if this Plan and all such
                  other plans were one; if such plans have different Plan Years,
                  the Plan Years ending with or within the same calendar year
                  shall be used.

         (b)      "Aggregate Limit" means the sum of:

                  (i)      125 percent of the greater of (A) the Average Actual
                           Deferral Percentage of the Non-Highly Compensated
                           Employees for the Plan Year, or (B) the Average
                           Contribution Percentage (as described in Article DC)
                           of the Non-Highly Compensated Employees under the
                           Plan subject to Code Section 401(m) for the Plan
                           Year; and

                  (ii)     two plus the lesser of (A) or (B) above. In no event,
                           however, shall this amount exceed 200 percent of the
                           lesser of (A) or (B) above.

                  Provided, however, for Plan Years beginning before the later
                  of January 1; 1992 or the date that is 60 days after
                  publication of final regulations, the Aggregate Limit shall be
                  the greater of the Limit determined in accordance with the
                  prior paragraph or the following Aggregate Limit:

                  (i)      125 percent of the lesser of (A) the Average Actual
                           Deferral Percentage of the Non-Highly Compensated
                           Employees for the Plan Year, or (B) the Average
                           Contribution Percentage (as described in Article IX)
                           of the Non-Highly Compensated Employees under the
                           Plan subject to Code Section 401(m) for the Plan
                           Year; and

                  (ii)     two plus the greater of (A) or (B) above. In no
                           event, however, shall this amount exceed 200 percent
                           of the greater of (A) or (B) above.

                                       30

<PAGE>

         (c)      "Average Actual Deferral Percentage" means the average
                  (expressed as a percentage) of the Actual Deferral Percentages
                  of a group.

         (d)      "Eligible Participant" means a Participant eligible to have
                  Salary Reduction Contributions made on his behalf.

         (e)      "Excess 401(k) Contributions" means the excess of: (i) the
                  numerator of the Actual Deferral Percentage of a Highly
                  Compensated Employee over (ii) the maximum numerator permitted
                  under Section 8.02, determined by reducing the numerators of
                  Highly Compensated Employees in order of their Actual Deferral
                  Percentages beginning with the highest of such percentages.

         (f)      "Excess Deferrals" means: (1) the excess of Salary Reduction
                  Contributions for any Participant over $7,000 or such other
                  amount as is designated by the Secretary of the Treasury as
                  the limit under Code Section 402(g); and (2) any amount
                  identified in Section 8.06.

8.02     AVERAGE ACTUAL DEFERRAL PERCENTAGE TESTS--The Average Actual Deferral
         Percentage for Highly Compensated Employees for each Plan Year and the
         Average Actual Deferral Percentage for Non-Highly Compensated Employees
         for the same Plan Year must satisfy one of the following tests:

         (a)      The Average Actual Deferral Percentage for Eligible
                  Participants who are Highly Compensated Employees for the Plan
                  Year shall not exceed the Average Actual Deferral Percentage
                  for Eligible Participants who are Non-Highly Compensated
                  Employees for the Plan Year multiplied by 1.25; or

         (b)      The Average Actual Deferral Percentage for Eligible
                  Participants who are Highly Compensated Employees for the Plan
                  Year shall not exceed the Average Actual Deferral Percentage
                  for Eligible Participants who are Non-Highly Compensated
                  Employees for the Plan Year multiplied by 2, provided that the
                  Average Actual Deferral Percentage for Eligible Participants
                  who are Highly Compensated Employees does not exceed the
                  Average Actual Deferral Percentage for Eligible Participants
                  who are Non-Highly Compensated Employees by more than two (2)
                  percentage points.

         If one or more Highly Compensated Employees has an Actual Deferral
         Percentage and a Contribution Percentage under this or any other plan
         maintained by the Employer, both the Average Actual Deferral and
         Average Contribution Percentages for Highly Compensated Employees are
         greater than 125% of the Average Actual Deferral or Average
         Contribution Percentage for Non Highly Compensated Employees,
         respectively, and the sum of the Average Actual Deferral and Actual
         Contribution Percentages for Highly Compensated Employees exceeds the
         Aggregate Limit, then the Average Actual Deferral Percentage of the
         Highly Compensated Employees shall be reduced until the limit is not so
         exceeded, by reducing the numerators of Highly Compensated Employees in
         the order of their Actual Deferral Percentage beginning with the
         highest of such percentages. The amount by which any numerator is so
         reduced shall be treated as an Excess 401(k) Contribution.

                                     - 31 -

<PAGE>

8.03     REFUND OF EXCESS 401(k) CONTRIBUTIONS--Notwithstanding any other
         provision of this Plan except Section 8.05, Excess 401(k)
         Contributions, plus any income and minus any loss allocable thereto
         that are attributable to Salary Savings Contributions and 401(k)
         Employer Contributions shall be distributed to the affected
         Participant. The income or loss allocable to Excess 401(k)
         Contributions is the sum of: (1) income or loss allocable to the above
         affected contributions for the Plan Year multiplied by a fraction, the
         numerator of which is the Participant's Excess 401(k) Contributions for
         the Plan Year and the denominator is the sum of all accounts of the
         Contribution types to which Excess 401(k) Contributions have been
         attributed, determined without regard to any income or loss occurring
         during such Plan Year; and (2) 10 percent of the amount determined
         under (1) multiplied by the number of whole calendar months between the
         end of the Plan Year and the date of distribution, counting the month
         of distribution if distribution occurs after the fifteenth of such
         month. The Plan Administrator shall make every effort to make all
         required distributions and forfeitures within 2 1/2 months of the end
         of the affected Plan Year; however, in no event shall such
         distributions be made later than the end of the following Plan Year.
         Distributions and forfeitures made later than 2 1/2 months after the
         end of the affected Plan Year will be subject to tax under Code Section
         4979.

         Excess 401 (k) Contributions shall be allocated to Participants who are
         subject to the family member aggregation rules of Code Section
         414(q)(6) in the manner prescribed by the Regulations.

         All forfeitures arising under this Section shall be applied or
         allocated as specified in Section 5.03 of the Adoption Agreement and
         treated as arising in the Plan Year after that in which the Excess
         401(k) Contributions were made; however, no forfeitures arising under
         this Section shall be allocated to the account of any affected Highly
         Compensated Employee.

         For a period of four 12 month periods beginning from the given Plan
         Year, or such other period as the Secretary of the Treasury may
         designate, the Employer shall maintain records showing what
         contributions and compensation were used to satisfy this Section and
         Section 8.02.

8.04     ACCOUNTING FOR EXCESS 401(k) CONTRIBUTIONS--Amounts distributed under
         this Article shall be treated as being made from Salary Savings
         Contributions, 401(k) Employer Contributions and 401(k) Employer Match
         Contributions as determined on a uniform nondiscriminatory basis by the
         Plan Administrator.

8.05     SPECIAL 401(k) EMPLOYER CONTRIBUTIONS--Notwithstanding any other
         provisions of this Plan except Section 8.09, in lieu of distributing
         Excess 401(k) Contributions as provided in Section 8.03, the Employer
         may make 401(k) Employer Contributions and/or 401(k) Employer Match
         Contributions on behalf of Non-Highly Compensated Employees that are
         sufficient to satisfy either of the Average Actual Deferral Percentage
         Tests; any such 401(k) Employer Contributions must be allocated among
         the Non-Highly Compensated Employees in the ratio in which each such
         Participant's Compensation for the Plan Year bears to the total
         Compensation for such Participants for the Plan Year (subject to any
         limitations in accordance with Section 8.01).

8.06     MAXIMUM SALARY SAVINGS CONTRIBUTIONS--No Employee shall be permitted to
         have Salary Savings Contributions made under this Plan during any
         calendar year in excess of $7,000 (or such other amount as is
         designated by the Secretary of the Treasury as the limit under Code
         Section 402(g)). The foregoing limit will not apply to Salary Savings
         Contributions attributable to services performed during 1986 and
         described in Sections 1105(c)(4) or (5) of the Tax Reform Act of 1986.

                                     - 32 -

<PAGE>

8.07     PARTICIPANT CLAIMS--Participants under other plans described in Code
         Sections 401(k), 408(k) or 403(b) may submit a claim to the Plan
         Administrator specifying the amount of their Excess Deferral. Such
         claim shall: (1) be in writing; (2) be submitted no later than March 1
         of the year after the Excess Deferral was made; and (3) state that such
         amount, when added to amounts deferred under other plans described in
         Code Sections 401(k), 408(k) or 403(b), exceeds $7,000 (or such other
         amount as the Secretary of the Treasury may designate).

8.08     DISTRIBUTION OF EXCESS DEFERRALS--Notwithstanding any other provision
         of this Plan, Excess Deferrals and income allocable thereto shall be
         distributed to the affected Participant no later than the April 15
         following the calendar year in which such Excess Deferrals were made.
         The income or loss allocable to Excess Deferrals is the sum of: (1)
         income or loss allocable to Salary Savings Contributions for the Plan
         Year multiplied by a fraction, the numerator of which is the
         Participant's Excess Deferrals for the Plan Year and the denominator is
         the Participant's Salary Savings Contribution Account, determined
         without regard to any income or loss occurring during such Plan Year;
         and (2) 10 percent of the amount determined under (1) multiplied by the
         number of whole calendar months between the end of the Plan Year and
         the date of distribution, counting the month of distribution if
         distribution occurs after the fifteenth of such month.

8.09     OPERATION IN ACCORDANCE WITH REGULATIONS--The determination and
         treatment of Actual Deferral Percentages and Excess 401(k)
         Contributions, and the operation of the Average Actual Deferral
         Percentage Test shall be in accordance with such additional
         requirements as may be prescribed by the Secretary of the Treasury.

                                   ARTICLE IX

            EMPLOYEE CONTRIBUTIONS AND EMPLOYER MATCH CONTRIBUTIONS -
                      LIMITATIONS, REFUNDS AND FORFEITURES

9.01     DEFINITIONS--For purposes of this Article, the following Definitions
         shall be used:

         (a)      "Average Contribution Percentage" means the average (expressed
                  as a percentage) of the Contribution Percentages of a group.

         (b)      "Contribution Percentage" means the ratio (expressed as a
                  percentage) of: the Salary Savings, Required Participant,
                  Participant After-Tax Thrift Plan, Voluntary After-Tax, 401(k)
                  and Regular 401(a) Employer Match Contributions made on behalf
                  of the Participant to the Participant's Compensation for the
                  Plan Year (but including compensation disregarded through an
                  election of Section 2.06(d) (in the case of a Non-Standardized
                  Plan) and excluding Compensation prior to the date of Plan
                  participation for Plan Years beginning before the later of
                  December 31, 1991 or 60 days from the date final Regulations
                  affecting Notice 88-127 are issued, if so specified in Section
                  2.06 of the Adoption Agreement). The Plan Administrator may
                  include 401(k) Employer Contributions for the Participant in
                  the above described numerator, if such inclusion is made on a
                  uniform nondiscriminatory basis for all Participants. To be
                  considered as contributed for a given Plan Year for purposes
                  of inclusion in a given Contribution Percentage, Contributions
                  must be made by the end of the twelve-month period immediately
                  following that given Plan Year. The Plan Administrator may not
                  include 401(k) Employer Match Contributions in the numerator
                  to the extent such Contributions are included in the numerator
                  of the Actual Deferral Percentage of the Participant, as
                  defined in Section 8.01(a), and may not include Salary Savings
                  Contributions unless Section 8.02 can be satisfied by both
                  including and excluding such Salary Savings Contributions.

                                     - 33 -

<PAGE>

         For purposes of determining the Contribution Percentage of a Highly
         Compensated Employee who is either: (i) a Five Percent Owner; or (2)
         one of the ten most Highly Compensated Employees for the current Plan
         Year, the Voluntary After-Tax, Required Participant, Participant
         After-Tax Thrift Plan, and Salary Savings Contributions of any Family
         Member of the Participant and the 401(k) and Regular Employer Match
         Contributions made on behalf of such Family Member shall be included in
         the numerator, and the Compensation of any such Family Member shall be
         included in the denominator. Additionally, the 401(k) Employer
         Contributions and Salary Savings Contributions made for such Family
         Member shall be included in the numerator, if such contributions are
         being included in the numerators of all Eligible Participants on a
         uniform basis.

         Additionally, if one or more other plans allowing contributions under
         Code Section 401(k), after tax employee contributions or employer
         matching contributions are considered with this Plan as one for
         purposes of Code Section 401(a)(4) or 410(b), the Contribution
         Percentages for all Eligible Participants under all such plans shall be
         determined as if this Plan and all such other plans were one; for Plan
         Years beginning after 1989, such Plans must have the same Plan Year.

         If any Highly Compensated Employee is also an Eligible Participant in
         one or more other plans allowing contributions under Code Section
         401(k), after-tax employee contributions or employer matching
         contributions, the Contribution Percentage for that Employee shall be
         determined as if this Plan and all such other plans were one; if such
         plans have different Plan Years, the Plan Years ending with or within
         the same calendar year shall be used.

         Any 401(k) or 401(a) Employer Match Contribution matching an Excess
         401(k) Contribution shall be treated as a forfeiture.

         (c)      "Eligible Participant" means a Participant eligible to have
                  Salary Savings, Voluntary After- Tax, Required Participant or
                  Participant After-Tax Thrift Plan Contributions or 401(k) or
                  Regular 401(a) Employer Matching Contributions made on his or
                  her behalf.

         (d)      'Excess 401(m) Contributions" means the excess of: (1) the
                  numerator of the Contribution Percentage of a Highly
                  Compensated Employee; over (2) the maximum numerator permitted
                  under Section 9.02 determined by reducing the numerators of
                  Highly Compensated Employees in order of their Contribution
                  Percentages beginning with the highest of such Percentages.

9.02     AVERAGE CONTRIBUTION TESTS--The Average Contribution Percentage for
         Highly Compensated Employees for each Plan Year and the Average
         Contribution Percentage for Non-Highly Compensated Employees for the
         same Plan "fear must satisfy one of the following tests:

         (a)      The Average Contribution Percentage for Eligible Participants
                  who are Highly Compensated Employees for the Plan "tear shall
                  not exceed the Average Contribution Percentage for Eligible
                  Participants who are Non-Highly Compensated Employees for the
                  Plan Year multiplied by 1.25; or

         (b)      The Average Contribution Percentage for Eligible Participants
                  who are Highly Compensated Employees for the Plan Year shall
                  not exceed the Average Contribution Percentage for Eligible
                  Participants who are Non-Highly Compensated Employees for the
                  Plan Year multiplied by 2, provided that the Average
                  Contribution Percentage for Eligible Participants who are
                  Highly Compensated Employees does not exceed the Average
                  Contribution Percentage for Eligible Participants who are
                  Non-Highly Compensated Employees by more than two (2)
                  percentage points.

                                     - 34 -

<PAGE>

9.03     REFUND AND FORFEITURE OF EXCESS 401(m) CONTRIBUTIONS--Notwithstanding
         any other provision of this Plan except Sections 9.05 and 9.06, Excess
         401(m) Contributions and income allocable thereto treated as Salary
         Savings, Required Participant, Participant After-Tax Thrift Plan,
         Voluntary After-Tax, 401(1) Employer Match or 401(k) Employer
         Contributions shall be distributed to the affected Highly Compensated
         Employee. Excess 401(m) Contributions and income allocable thereto
         treated as 401(a) Employer Match Contributions shall be forfeited or
         distributed in accordance with Section 13.01(b). The income or loss
         allocable to Excess 401(m) Contributions is the sum of: (1) income or
         loss allocable to the above affected accounts for the Plan Year
         multiplied by a fraction, the numerator of which is the Participant's
         Excess 401(m) Contributions for the JPlan Year and the denominator is
         the sum of all accounts of the Contribution types to which Excess
         401(m) Contributions have been attributed, determined without regard to
         any income or loss occurring during such Plan Year; and (2) 10 percent
         of the amount determined under (1) multiplied by the number of whole
         calendar months between the end of the Plan Year and the date of
         distribution, counting the month of distribution if distribution occurs
         after the fifteenth of such month. The Plan Administrator shall make
         every effort to refund and forfeit all Excess 401(m) Contributions
         within 2 1/2 months of the end of the affected Plan Year; however, in
         no event shall Excess 401(m) Contributions be refunded or forfeited
         later than the end of the following Plan Year. Excess 401(m)
         Contributions shall be allocated to Participants who are subject to the
         family member aggregation rules of Section 414(q)(6) of the Code ill
         the manner prescribed by the Regulations. If such Excess 401(m)
         Contributions are distributed more than 2 1/2 months after the last day
         of the Plan Year in which such excess amounts arose, a ten (10) percent
         excise tax will be imposed on the Employer maintaining the Plan with
         respect to those amounts. Excess 401(m) Contributions shall be treated
         as Annual Additions under the Plan.

         All forfeitures arising under this Section shall be applied or
         allocated as specified in Section 5.03 of the Adoption Agreement and
         treated as arising in the Plan Year after that in which the Excess
         401(m) Contributions were made; however, no forfeitures arising under
         this Section shall be allocated to the Account of any affected Highly
         Compensated Employee.

         For a period of four 12-month periods beginning from the given Plan
         Year, or such other period as the Secretary of the Treasury may
         designate, the Employer shall maintain records showing what
         contributions and compensation were used to satisfy this Section and
         Section 8.02.

9.04     ACCOUNTING FOR EXCESS 401(m) CONTRIBUTIONS-Amounts distributed and
         forfeited under this Article shall be treated as being made from 401(k)
         and 401(a) Employer Match Contributions and 401(k) Employer
         Contributions as determined on a uniform nondiscriminatory basis by
         the Plan Administrator.

9.05     SPECIAL 401(k) EMPLOYER CONTRIBUTIONS--Notwithstanding any other
         provisions of this Plan except Section 9.08, in lieu of refunding or
         forfeiting Excess 401(m) Contributions as provided in Section 9.03, the
         Employer may make 401(k) Employer Contributions, allocated among Non-
         Highly Compensated Employees in the ratio in which each such
         Participant's Compensation for the Plan Year bears to the total
         Compensation for such Participants for the Plan Year (subject to any
         limitations in accordance with Section 9.01).

9.06     SPECIAL EMPLOYER MATCH CONTRIBUTIONS--Notwithstanding any other
         provision of this Plan except Section 9.08, in lieu of refunding or
         forfeiting Excess 401(m) Contributions as provided in Section 9.03, the
         Employer may make 401(k) or 401(a) Employer Match Contributions on
         behalf of Non-Highly Compensated Employees that are sufficient to
         satisfy either of the Average Contribution Tests.

                                     - 35 -

<PAGE>

9.07     ORDER OF DETERMINATIONS--The determination of Excess 401(m)
         Contributions shall be made after first determining Excess Deferrals,
         and then determining Excess 401(k) Contributions.

9.08     OPERATION IN ACCORDANCE WITH REGULATIONS--The determination and
         treatment of Contribution Percentages and Excess 401(m) Contributions,
         and the operation of the Average Contribution Percentage Test shall be
         in accordance with such additional requirements as may be prescribed by
         the Secretary of the Treasury.

                                    ARTICLE X

                             IN-SERVICE WITHDRAWALS

10.01    WITHDRAWALS OF TAX DEDUCTIBLE VOLUNTARY CONTRIBUTIONS, AFTER-TAX
         CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS--A Participant shall have the
         right at any time to request the Plan Administrator for a withdrawal in
         cash of amounts in his Tax Deductible Contribution Account or Voluntary
         After-Tax Contribution Account. Withdrawals of Voluntary After-Tax
         Contributions will be subject to Section 4.04.

         If elected by the Employer in Section 10.01 of the Adoption Agreement,
         a Participant shall also have the right at any time (or at any time
         after he attains Age 59 1/2, if so specified by the Employer in the
         Adoption Agreement) to request the Plan Administrator for a withdrawal
         in cash of amounts in his Rollover Account, subject to Section 18.01.

10.02    WITHDRAWALS AFTER AGE 59 1/2; WITHDRAWALS FROM 401(k) ACCOUNTS--If and
         to the extent permitted by the Employer in Section 10.02 of the
         Adoption Agreement, a Participant may request a withdrawal of all or a
         portion of his vested Accrued Benefit for any reason at any time after
         he attains Age 59 1/2. For Plan Years beginning before 1989, a
         Participant shall have the right at any time to request the Plan
         Administrator for a withdrawal in cash of amounts in his Salary Savings
         Contribution and 401(k) Employer and 401(k) Employer Match Contribution
         Accounts for "financial hardship". If elected by the Employer in
         Section 10.02 of the Adoption Agreement, for Plan Years beginning after
         1988, a Participant shall have the right at any time to request the
         Plan Administrator for a withdrawal in cash of Salary Savings
         Contributions (and earnings thereon accrued as of December 31, 1988)
         for "financial hardship". The Profit Sharing Committee shall determine
         whether an event constitutes a financial hardship. Such determination
         shall be based upon non-discriminatory rules and procedures adopted by
         the Committee, which shall be conclusive and binding upon all persons.
         Such procedures shall specify the requirements for requesting and
         receiving distributions on account of hardship, including what forms
         must be submitted and to whom. Hardship distributions are subject to
         the spousal consent requirements contained in Sections 401(a)(11) and
         417 of the Code.

         The processing of applications and any distributions of amounts under
         this Section shall by made as soon as administratively feasible. The
         amount of a distribution based upon "financial hardship", less any
         income and penalty taxes, cannot exceed the amount required to meet the
         immediate financial need created by the hardship and not reasonably
         available from other resources of the Participant.

                                     - 36 -

<PAGE>

         For Plan Years beginning after December 31, 1988, in determining
         whether a hardship distribution is permissible the following special
         rules shall apply:

         (a)      The following are the only financial needs considered
                  immediate and heavy: deductible medical expenses (within the
                  meaning of Section 213(d) of the Code) of the Employee, the
                  Employee's spouse, children, or dependents; the purchase
                  (excluding mortgage payments) of a principal residence for the
                  Employee; payment of tuition for the next quarter or semester
                  of post-secondary education for the Employee, the Employee's
                  spouse, children or dependents; or the need to prevent the
                  eviction of the Employee from, or a foreclosure on the
                  mortgage of, the Employee's principal residence.

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

                  (i)      The Employee has obtained all distributions, other
                           than hardship distributions, and all nontaxable loans
                           under all plans maintained by the Employer;

                  (ii)     All Plans maintained by the Employer provide that the
                           Employee's Elective Deferrals (and Employee
                           Contributions) will be suspended for twelve months
                           after the receipt of the hardship distribution;

                  (iii)    The distribution, less any income and penalty taxes,
                           is not in excess of the amount of an immediate and
                           heavy financial need; and

                  (iv)     All Plans maintained by the Employer provide that the
                           Employee may not make Elective Deferrals for the
                           Employee's taxable year immediately following the
                           taxable year of the hardship distribution in excess
                           of the applicable limit under section 402(g) of the
                           Code for such taxable year less the amount of such
                           Employee's Elective Deferrals for the taxable year of
                           the hardship distribution;

10.03    RULES FOR IN-SERVICE WITHDRAWALS--The Plan Administrator may impose a
         dollar minimum for partial withdrawals. If the amount in the
         Participant's appropriate Account is less than the minimum, the Plan
         Administrator shall pay the Participant the entire amount then in the
         Participant's Account from which the withdrawal is to be made if a
         withdrawal of the entire amount is otherwise permissible under the
         rules set forth in this Article. If the entire amount cannot be paid
         under such rules, whatever amount is permissible shall be paid.

         Any amount to be withdrawn shall be paid within 90 days following the
         date written request therefor is received by the Plan Administrator. AU
         requests must be consented to by the Participant's spouse in a
         Qualified Election as described in Section 12.08(c)(iii), unless the
         withdrawal is from the Participant's Tax Deductible Contribution
         account or an account to which Section 12.08(e) applies.
         Notwithstanding the foregoing, any request for a withdrawal of amounts
         allocated to a group annuity contract shall be subject to any time
         limits, restrictions or penalties that may be provided in the contract.

                                     - 37 -

<PAGE>

                                   ARTICLE XI

                               PARTICIPANT LOANS

11.01    GENERAL RULES--If and to the extent permitted by the Employer in
         Section 11.01 of the Adoption Agreement, loans may be made to
         Participants and Beneficiaries from time to time by the Trustee when
         directed by the Plan Administrator upon the written request of an
         eligible borrower. Loans will be made available to Former Participants
         to the extent required by Regulations issued by the Department of Labor
         under Section 408(b) of ERISA and to other Former Participants to the
         extent required to satisfy Code Section 401(a)(4) and Regulations
         promulgated thereunder. Applications for loans will be made to the Plan
         Administrator using forms provided by the Plan Administrator. Loan
         applications meeting the requirements of this Article will be granted.
         All borrowers must execute a promissory note meeting the requirements
         of this Article.

         The minimum loan amount shall be as specified in the Adoption
         Agreement and in any event, for loans made after October 18, 1989,
         shall not :be greater than $1,000.

         Plan loans shall be granted on a uniform nondiscriminatory basis. Loans
         shall not be made available to Highly Compensated Employees in an
         amount greater than the amount available to other Employees; for this
         purpose a loan amount shall not be considered greater if the maximum
         percentage of vested Accrued Benefit is not greater for any Highly
         Compensated Employee than it is for any Non-Highly compensated
         Employee. Such loans shall be adequately secured, shall be at a
         reasonable rate of interest and shall provide for periodic payment over
         a reasonable amount of time. No loan shall exceed the value of the
         borrower's vested Accrued Benefit. For loans made after October 18,
         1989, the portion of a borrower's vested Accrued Benefit that can be
         used as security cannot exceed 50%. Other permissible forms of security
         include assets that can be foreclosed upon, such that the value of the
         asset, less any likely costs of perfecting a security interest in the
         collateral and of foreclosure, can reasonably be expected to always
         equal or exceed the value of the loan. The Plan Administrator shall
         exercise discretion in accordance with Section 14.05 in determining if
         such other collateral is reasonable.

         Notwithstanding the above, loans may not be made to an Owner-Employee
         or a shareholder-employee if the loan is not permissible under the
         applicable provisions of the Internal Revenue Code or the Employee
         Retirement Income Security Act of 1974 (ERISA), as amended.

         A "shareholder employee" is an employee or officer of an electing small
         business (Subchapter S) corporation who owns (or is considered as
         owning within the meaning of Code Section 318(a)(1), on any day during
         the taxable year of such corporation, more than five percent of the
         outstanding stock of such corporation.

         Tax Deductible Voluntary Contributions plus earnings thereon, may not
         be used as security for Participant loans.

11.02    LOAN AMOUNTS AND REPAYMENTS -

         (a)      No loan shall be made to the extent such loan when added to
                  the outstanding balance of all other loans to the Participant
                  would exceed the greater of:

                  (i)      $10,000, or if less, the present value of the
                           Participant's nonforfeitable Accrued Benefit; or

                                     - 38 -

<PAGE>

                  (ii)     one-half (1/2) of the present value of the
                           nonforfeitable Accrued Benefit of the Participant
                           under the Plan (but not more than $50,000 reduced by
                           the difference between the highest outstanding
                           balance during the previous 365 days and the current
                           outstanding balance).

         (b)      Loans shall require that repayment (principal and interest) be
                  amortized in level payments, not less frequently than
                  quarterly, over a period not to exceed five (5) years;
                  provided, however, that loans used to acquire any dwelling
                  unit which, within a reasonable time, is to be used
                  (determined at the time the loan is made) as a principal
                  residence of the Participant may provide for level repayment
                  of principal and interest, with payment to be no less frequent
                  than quarterly, over a reasonable period of time that exceeds
                  five (5) years.

         For purpose of the above limitation, all loans from all plans of the
         Employer and other members of a group of employers described in Code
         Sections 414(b), (c) and (m) are aggregated.

         The Plan Administrator shall determine a reasonable rate of interest
         for each loan by identifying the rate(s) charged for similar and
         equivalent commercial loans by institutions in the business of making
         loans.

         Default shall occur upon the earlier of any uncured failure to make
         payments in accordance with the promissory note or the death of the
         borrower. In the event of default, attachment of all assets securing
         the loan shall be made as soon as is administratively feasible, except
         that no attachment of any part of the borrower's Accrued Benefit shall
         occur until a distributable event for that part of the borrower's
         Accrued Benefit has occurred for such borrower.

         Notwithstanding the foregoing, no loans may be made to a married
         Participant in the absence of a valid spousal consent to such loan in
         accordance with Section 12.08(c)(iii), if the loan is secured by an
         Account other than one to which Section 12.08(e) applies. Such consent
         must: be given within 90 days of the making of the loan; be in writing;
         acknowledge the effect of the loan and be witnessed by a Plan
         representative or a notary public. Such consent shall be binding with
         respect to the consenting spouse and any subsequent spouse with respect
         to that loan. A new consent will be required if the Account balance is
         used for renegotiation, extension, renewal, or other revision of the
         loan. If a valid spousal consent has been obtained in accordance with
         the above paragraph or is not needed because the loan is secured by an
         Account to which Section 12.08(e) applies, then notwithstanding any
         other provision of this Plan, the portion of the Participant's vested
         Account balance used as a security interest held by the Plan by reason
         of a loan outstanding to the Participant shall be taken into account
         for purposes of determining the amount of the Account balance payable
         at the time of death or distribution, but only if the reduction is used
         as repayment of the loan. If less than 100% of the Participant's vested
         Account balance (determined without regard to the preceding sentence)
         is payable to the surviving spouse, then the Account balance shall be
         adjusted by first reducing the vested Account balance by the amount of
         the security used as repayment of the loan, and then determining the
         benefit payable to the surviving spouse.

                                     - 39 -

<PAGE>

                                   ARTICLE XII

                         RETIREMENT AND DEATH BENEFITS

12.01    NORMAL RETIREMENT BENEFIT--Each Participant's Accrued Benefit shall
         become 100% vested and nonforfeitable when the Participant attains his
         Normal Retirement Age.

         Every Participant may terminate his employment with the Employer and
         retire upon the attainment of his Normal Retirement Age. Upon such date
         all amounts credited to such Participant's Accounts shall become
         distributable to him in accordance with this Article.

         The Plan Administrator shall notify the Trustee and Insurer when the
         Normal Retirement Age of each Participant shall occur and shall also
         advise the Trustee and Insurer as to the manner in which retirement
         benefits are to be distributed to a Participant, subject to the
         provisions of this Article. Upon receipt of such notification and
         subject to the other provisions of this Article, the Trustee and
         Insurer shall take such action as may be necessary in order to
         distribute the Participant's Accrued Benefit.

12.02    EARLY RETIREMENT BENEFIT--If there shall be a termination of a
         Participant's employment on or after he attains his Early Retirement
         Age, if any, (as defined in Section 12.02 of the Adoption Agreement),
         he shall be deemed to have retired early and such Participant shall be
         100% vested in the amount credited to his Accounts as of the date of
         his early retirement.

12.03    LATE RETIREMENT BENEFIT--If a Participant shall continue in active
         employment following his Normal Retirement Age, he shall continue to
         participate under the Plan and Trust. Upon actual retirement, such
         Participant shall be entitled to the amount then credited to his
         Accounts.

12.04    DISABILITY BENEFIT--A Participant whose employment shall be terminated
         prior to his Normal Retirement Age as a result of Total and Permanent
         Disability shall be 100% vested in the amount credited to his Accounts
         as of the date of such termination.

12.05    DEATH BENEFIT--If a Participant or Former Participant, shall die prior
         to the commencement of any benefit otherwise provided under this
         Article XII, his Beneficiary shall be entitled to a death benefit. The
         amount of the death benefit shall be equal to the amount credited to
         his Participant's Accounts as of the date of death, including the death
         proceeds of any Policies allocated to such Accounts.

         If a Participant shall die subsequent to the commencement of any
         benefit otherwise provided under this Article XII, the death benefit,
         if any, shall be determined in accordance with the benefit option in
         effect for the Participant.

         The Plan Administrator may require such proper proof of death and such
         evidence of the right of any person to receive payment of the value of
         the Account of a deceased Participant or a deceased Former Participant
         as the Plan Administrator deems necessary. The Plan Administrator's
         determination of death and of the right of any person to receive
         payment shall be conclusive and binding on all persons.

                                     - 40 -

<PAGE>

12.06    DESIGNATION OF BENEFICIARY--Each Participant shall designate his
         Beneficiary on a form provided by the Plan Administrator and such
         designation may include primary and contingent Beneficiaries; provided,
         however, that if a Participant or Former Participant is married on the
         date of his death, the Participant's then spouse shall be the
         Participant's Beneficiary unless such spouse consented to the
         designation of another Beneficiary in accordance with Section 12.08.
         Notwithstanding the foregoing, Policy proceeds shall be paid to the
         Trustee as Beneficiary and the Trustee shall pay over the proceeds to
         the appropriate Plan Beneficiary.

12.07    DISTRIBUTION OF BENEFITS--The Plan Administrator shall direct the
         Trustee to make, or cause the Insurer to make, payment of any benefits
         provided under this Article XII. Subject to Section 12.08, Joint and
         Survivor Annuity Requirements, the requirements of this Section shall
         apply to any distribution of a Participant's interest and will take
         precedence over any inconsistent provisions of this Plan. Unless
         otherwise specified, the provisions of this Section apply to calendar
         years beginning after December 31, 1984.

         All distributions required under the Plan shall be determined and made
         in accordance with the proposed regulations under Code Section
         401(a)(9), including the minimum distribution incidental benefit
         requirement of Section 1.401(a)(9)-2 of the proposed regulations.

         Unless the Participant elects otherwise, distribution of benefits will
         begin no later than the 60th day after the latest of the close of the
         Plan Year in which:

         (a)      the Participant attains Age 65 (or Normal Retirement Age, if
                  earlier);

         (b)      occurs the 10th anniversary of the year in which the
                  Participant commenced participation in the Plan; or,

         (c)      the Participant terminates service with the Employer.

         In no event will benefits begin to be distributed prior to the later of
         age 62 or Normal Retirement Age without the consent of the Participant.
         The consent of the Participant's spouse will also be required for any
         such distribution unless (i) the plan is a profit sharing plan
         described in Subsection 12.08(e) or (ii) the benefit is paid in the
         form of a Qualified Joint and Survivor Annuity.

         Neither the consent of the Participant or his or her spouse is required
         if the present value of the Participant's vested Accrued Benefit is
         $3,500 or less. In such event the Plan Administrator shall pay such
         benefit to the Participant or his Beneficiary in a lump sum and no
         other settlement option shall be available. However, unless the Plan is
         a plan described in Subsection 12.08(e), no distribution shall be made
         pursuant to the preceding sentence after the first day of the first
         period for which an amount is received as an annuity unless the
         Participant and his or her spouse (or the Participant's surviving
         spouse) consent in writing to such distribution. Except as provided in
         Sections 12.05 and 12.08, or, to the extent an election of Section
         12.07(b) of the Adoption Agreement is effective, a Participant, with
         spousal consent where applicable, shall have the sole right to receive
         this benefit in accordance with one or more of the following ways, and
         which may be paid in cash or in kind, or a combination of them:

         (a)      an annuity for the life of the Participant.

         (b)      an annuity for the life of the Participant and upon his death
                  100%, 66 2/3% or 50% (whichever is specified when this option
                  is elected) of the annuity amount will be continued to his
                  contingent annuitant. No further annuity benefits are payable
                  after the death of both the Participant and his contingent
                  annuitant.

                                     - 41 -

<PAGE>

         (c)      an annuity for the joint lives of the Participant and his
                  joint annuitant with 100%, 66 2/3% or 50% (whichever is
                  specified when this option is elected) of such amount payable
                  as an annuity for life to the survivor. No further benefits
                  are payable after the death of both the Participant and his
                  joint annuitant.

         (d)      an annuity for the life of the Participant with installment
                  payments for a period certain not longer than the life
                  expectancy of the Participant.

         (e)      installment payments for a period certain not longer than the
                  life expectancy of the Participant and his designated
                  Beneficiary.

         To the extent an election of Section 12.07(b) of the Adoption Agreement
         is effective, a Participant, with spousal consent where applicable,
         shall have the sole right to receive his or her benefit in one sum,
         paid in cash or in kind or a combination thereof.

         All optional forms of benefit shall be actuarially equivalent.

         If an annuity contract is purchased for and distributed to a
         Participant or a Participant's spouse, the annuity contract must be
         nontransferable. Any such annuity contract distributed shall comply
         with the requirements of this Plan.

         Notwithstanding the above:

         (a)      Required Beginning Date. The entire interest of a Participant
                  must be distributed or begin to be distributed no later than
                  the Participant's required beginning date.

         (b)      Limits on Distribution Periods. As of the first distribution
                  calendar year, distributions, if not made in a single-sum, may
                  only be made over one of the following periods (or a
                  combination thereof):

                  (i)      the life of the Participant,

                  (ii)     the life of the Participant and a designated
                           Beneficiary,

                  (iii)    a period certain not extending beyond the life
                           expectancy of the Participant, or

                  (iv)     a period certain not extending beyond the joint and
                           last survivor expectancy of the Participant and a
                           designated Beneficiary.

         (c)      Determination of amount to be distributed each year. If the
                  Participant's interest is to be distributed in other than a
                  single sum, the following minimum distribution rules shall
                  apply on or after the required beginning date:

                  (i)      Individual account.

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

                                     - 42 -

<PAGE>

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

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

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

         (d)      Other forms,

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

         (e)      Death Distribution Provisions.

                  (i)      Distribution beginning before death. If the
                           Participant dies after distribution of his or her
                           interest has begun, the remaining portion of such
                           interest will continue to be distributed at least as
                           rapidly as under the method of distribution being
                           used prior to the Participant's death.

                  (ii)     Distribution beginning after death. If the
                           Participant dies before distribution of his or her
                           interest begins, distribution of the Participant's
                           entire interest shall be completed by December 31 of
                           the calendar year containing the fifth anniversary of
                           the Participant's death except to the extent that an
                           election is made to receive distributions in
                           accordance with (A) or (B) below:

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

                           (B)      if the designated Beneficiary is the
                                    Participant's surviving spouse, the date
                                    distributions are required to begin in
                                    accordance with (A) above shall not be
                                    earlier than the later of (1) December 31 of
                                    the calendar year immediately following the
                                    calendar year in which the Participant died
                                    and (2) December 31 of the calendar year in
                                    which the Participant would have attained
                                    age 70 1/2.

                                     - 43 -

<PAGE>

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

                  (iii)    For purposes of Paragraph (ii) above, if the
                           surviving spouse dies after the Participant, but
                           before payments to such spouse begin, the provisions
                           of Paragraph (ii), with the exception of Subparagraph
                           (B) therein, shall be applied as if the surviving
                           spouse were the Participant.

                  (iv)     For purposes of this Subsection (e), any amount paid
                           to a child of the Participant will be treated as if
                           it had been paid to the surviving spouse if the
                           amount becomes payable to the surviving spouse when
                           the child reaches the age of majority.

                  (v)      For the purposes of this Subsection (e), distribution
                           of a Participant's interest is considered to begin on
                           the Participant's required beginning date (or, if
                           Paragraph (iii) above is applicable, the date
                           distribution is required to begin to the surviving
                           spouse pursuant to Paragraph (ii) above). If the
                           distribution in the form of an annuity described in
                           paragraph (d)(i) above irrevocably commences to the
                           Participant before the required beginning date, the
                           date distribution is considered to begin is the date
                           distribution actually commences.

         (f)      Definitions

                  (i)      Applicable life expectancy. The life expectancy (or
                           joint and last survivor expectancy) calculated using
                           the attained age of the Participant (or designated
                           Beneficiary) as of the Participant's (or designated
                           Beneficiary's) birthday in the applicable calendar
                           year reduced by one for each calendar year which has
                           elapsed since the date life expectancy was first
                           calculated. If life expectancy is being recalculated,
                           the applicable life expectancy shall be the life
                           expectancy as so recalculated. The applicable
                           calendar year shall be the first distribution
                           calendar year, and if life expectancy is being
                           recalculated, such succeeding calendar year.

                  (ii)     Designated Beneficiary. The individual who is
                           designated as the Beneficiary under the Plan in
                           accordance with Code Section 401(a)(9) and the
                           Regulations thereunder.

                  (iii)    Distribution calendar year. A calendar year for which
                           a minimum distribution is required. For distributions
                           beginning before the Participant's death, the first
                           distribution calendar year is the calendar year
                           immediately preceding the calendar year which
                           contains the Participant's required beginning date.
                           For distributions beginning after the Participant's
                           death, the first distribution calendar year is the
                           calendar year in which distributions are required to
                           begin pursuant to Subsection (e) above.

                                     - 44 -

<PAGE>

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

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

                  (v)      Participant's benefit.

                           (A)      The Account balance as of the last Valuation
                                    Date in the calendar year immediately
                                    preceding the distribution calendar year
                                    (valuation calendar year) increased by the
                                    amount of any contributions or forfeitures
                                    allocated to the Account balance as of dates
                                    in the valuation calendar year after the
                                    Valuation Date and decreased by
                                    distributions made in the valuation calendar
                                    year after the Valuation Date.

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

                  (vi)     Required beginning date.

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

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

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

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

                                             (I)      the calendar year in which
                                                      the Participant attains
                                                      age 70 1/2, or

                                             (II)     the earlier of the
                                                      calendar year with or
                                                      within which ends the Plan
                                                      Year in which the
                                                      Participant becomes a
                                                      5-percent owner, or the
                                                      calendar year in which the
                                                      Participant retires.

                                     - 45 -

<PAGE>

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

                           (C)      5-percent owner. A Participant is treated as
                                    a 5-percent owner for purposes of this
                                    Section if such Participant is a 5-percent
                                    owner as defined in Section 416(i) of the
                                    Code (determined in accordance with Code
                                    Section 416 but without regard to whether
                                    the plan is top-heavy) at any time during
                                    the Plan Year ending with or within the
                                    calendar year in which such owner attains
                                    age 66 1/2 or any subsequent Plan Year.

                           (D)      Once distributions have begun to a 5-percent
                                    owner under this Section, they must continue
                                    to be distributed, even if the Participant
                                    ceases to be a 5-percent owner in a
                                    subsequent year.

         (g)      Transitional Rule

                  (i)      Notwithstanding the other requirements of this
                           Section 12.07 and subject to the requirements of
                           Section 12.08, Joint and Survivor Annuity
                           Requirements, distribution on behalf of any Employee,
                           including a 5-percent owner, may be made in
                           accordance with all of the following requirements
                           (regardless of when such distribution commences):

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

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

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

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

                           (E)      The method of distribution designated by the
                                    Employee or the Beneficiary specifies the
                                    time at which distribution will commence,
                                    the period over which distributions will be
                                    made, and in the case of any distribution
                                    upon the Employee's death, the Beneficiaries
                                    of the Employee listed in order of priority.
                                    The method of distribution selected must
                                    assure that at least 50 percent of the
                                    present value of the amount available for
                                    distribution is paid within the life
                                    expectancy of the Participant.

                  (ii)     A distribution upon death will not be covered by this
                           transitional rule unless the information in the
                           designation contains the required information
                           described above with respect to the distributions to
                           be made upon the death of the Employee.

                  (iii)    For any distribution which commences before January
                           1, 1984, but continues after December 31, 1983, the
                           Employee, or the Beneficiary to whom such
                           distribution is being made, will be presumed to have
                           designated the method of distribution under which the
                           distribution is being made if the method of
                           distribution was specified in writing and the
                           distribution satisfies the requirements in
                           Subparagraphs (i)(A) and (E) above.

                                     - 46 -

<PAGE>

                  (iv)     If a designation is revoked, any subsequent
                           distribution must satisfy the requirements of Section
                           401(a)(9) of the Code and the proposed regulations
                           thereunder. If a designation is revoked subsequent to
                           the date distributions are required to begin, the
                           Trust must distribute by the end of the calendar year
                           following the calendar year in which the revocation
                           occurs the total amount not yet distributed which
                           would have been required to have been distributed to
                           satisfy Section 401(a)(9) of the Code and the
                           proposed regulations thereunder, but for the Section
                           242(b)(2) election. For calendar years beginning
                           after December 31, 1988, such distributions must meet
                           the minimum distribution incidental benefit
                           requirements in Section 1.401(a)(9)-2 of the proposed
                           regulations. Any changes in the designation will be
                           considered to be a revocation of the designation.
                           However, the mere substitution or addition of another
                           Beneficiary (one not named in the designation) under
                           the designation will not be considered to be a
                           revocation of the designation, so long as such
                           substitution or addition does not alter the period
                           over which distributions are to be made under the
                           designation, directly or indirectly (for example, by
                           altering the relevant measuring life). In the case in
                           which an amount is transferred or rolled over from
                           one plan to another plan, the rules in Q&A J-2 and
                           Q&A J-3 of Section 1.401(a)(9)-1 of the proposed
                           regulations shall apply.

12.08    JOINT AND SURVIVOR ANNUITY REQUIREMENTS--The provisions of this Section
         12.08 shall apply to any Participant who is credited with at least one
         Hour of Service with the Employer on or after August 23, 1984, and such
         other Participants as provided in Subsection (e).

         (a)      Qualified Joint and Survivor Annuity.

                  Unless an optional form of benefit is selected pursuant to a
                  qualified election within the 90-day period ending oil the
                  annuity starting date, a married Participant's vested Account
                  balance will be paid in the form of a Qualified Joint and
                  Survivor Annuity, as described in Section 2.36, and an
                  unmarried Participant's vested Account balance will be paid in
                  the form of a life annuity. The Participant may elect to have
                  such annuity distributed upon attainment of the earliest
                  retirement age under the Plan.

         (b)      Qualified Preretirement Survivor Annuity.

                  Unless an optional form of benefit has been selected within
                  the election period pursuant to a qualified election, if a
                  Participant dies before the annuity starting date, then the
                  Participant's vested Account balance shall be applied toward
                  the purchase of an annuity for the life of the surviving
                  spouse. The surviving spouse may elect to have such annuity
                  distributed within a reasonable period after the Participant's
                  death.

         (c)      Definitions.

                  (i)      Election period: The period which begins on the first
                           day of the Plan Year in which the Participant attains
                           age 35 and ends on the date of the Participant's
                           death. If a Participant separates from service prior
                           to the first day of the Plan Year in which age 35 is
                           attained, with respect to the Account balance as of
                           the date of separation, the election period shall
                           begin on the date of separation.

                                     - 47 -

<PAGE>

                           Pre-Age 35 waiver: A Participant who will not yet
                           attain age 35 as of the end of any current Plan Year
                           may make a special qualified election to waive the
                           qualified preretirement survivor annuity for the
                           period beginning on the date of such election and
                           ending on the first day of the Plan tear in which the
                           Participant will attain age 35. Such election shall
                           not be valid unless the Participant receives a
                           written explanation of the qualified preretirement
                           survivor annuity in such terms as are comparable to
                           the explanation required under paragraph (d)(i).
                           Qualified preretirement survivor annuity coverage
                           will be automatically reinstated as of the first day
                           of the Plan Year in which the Participant attains age
                           35. Any new waiver on or after such date shall be
                           subject to the full requirements of this Section
                           12.08.

                  (ii)     Earliest retirement age: The earliest date on which,
                           under the Plan, the Participant could elect to
                           receive retirement benefits.

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

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

                  (iv)     Spouse (surviving spouse): The spouse or surviving
                           spouse of the Participant, provided that a former
                           spouse will be treated as the spouse or surviving
                           spouse to the extent provided under a qualified
                           domestic relations order as described in Section
                           414(p) of the Internal Revenue Code.

                  (v)      Annuity starting date: The first day of the first
                           period for which an amount is paid as an annuity or
                           any other form.

                                       48

<PAGE>

                  (vi)     Vested Account balance: The aggregate value of the
                           Participant's vested Account balances derived from
                           Employer and employee contributions (including
                           rollovers), whether vested before or upon death,
                           including the proceeds of insurance contracts, if
                           any, on the Participant's life. The provisions of
                           this Section 12.08 shall apply to a Participant who
                           is vested in amounts attributable to Employer
                           contributions, employee contributions (or both) at
                           the time of death or distribution.

         (d)      Notice Requirements.

                  (i)      In the case of a Qualified Joint and Survivor Annuity
                           as described in Subsection (a), the Plan
                           Administrator shall, no less than 30 days and no more
                           than 90 days prior to the annuity starting date,
                           provide each Participant a written explanation of:
                           (A) the terms and conditions of a Qualified Joint and
                           Survivor Annuity; (B) the Participant's right to make
                           and the effect of an election to waive the Qualified
                           Joint and Survivor Annuity form of benefit; (C) the
                           rights of a Participant's spouse; and (D) the right
                           to make, and the effect of, a revocation of a
                           previous election to waive the Qualified Joint and
                           Survivor Annuity.

                  (ii)     In the case of a qualified preretirement survivor
                           annuity as described in Subsection (b), the Plan
                           Administrator shall provide each Participant within
                           the applicable period for such Participant a written
                           explanation of the qualified preretirement survivor
                           annuity in such terms and in such manner as would be
                           comparable to the explanation provided for meeting
                           the requirements of paragraph (d)(i) applicable to a
                           Qualified Joint and Survivor Annuity.

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

                           For purposes of applying the preceding paragraph, a
                           reasonable period ending after the enumerated events
                           described in (B), (C) and (D) is the end of the
                           two-year period beginning one year prior to the date
                           the applicable event occurs, and ending one year
                           after that date. In the case of a Participant who
                           separates from service before the Plan Year in which
                           age 35 is attained, notice shall be provided within
                           the two-year period beginning one year prior to
                           separation and ending one year after separation. If
                           such a Participant thereafter returns to employment
                           with the Employer, the applicable period for such
                           Participant shall be redetermined.

                  (iii)    Notwithstanding the other requirements of this
                           Subsection (d), the respective notices prescribed by
                           this Section need not be given to a Participant if
                           (1) the Plan "fully subsidizes" the costs of a
                           Qualified Joint and Survivor Annuity or qualified
                           preretirement survivor annuity, and (2) the Plan does
                           not allow the Participant to waive the Qualified
                           Joint and Survivor Annuity or qualified preretirement
                           survivor annuity and does not allow a married
                           Participant to designate a nonspouse Beneficiary. For
                           purposes of this paragraph (iii), a Plan fully
                           subsidizes the costs of a benefit if no increase in
                           cost, or decrease in benefits to the Participant may
                           result from the Participant's failure to elect
                           another benefit.

                                     - 49 -

<PAGE>

         (e)      Safe Harbor Rules.

                  (i)      This Subsection shall apply to a Participant in a
                           profit-sharing plan, and to any distribution, made on
                           or after the first day of the first Plan 'tear
                           beginning after December 31, 1988, from or under a
                           separate account attributable solely to accumulated
                           deductible employee contributions, as defined in
                           section 72(o)(5)(B) of the Code, and maintained on
                           behalf of a participant in a money purchase pension
                           plan, (including a target benefit plan) if the
                           following conditions are satisfied: (1) the
                           Participant does not or cannot elect payments in the
                           form of a life annuity; and (2) on the death of a
                           Participant, the Participant's vested Account balance
                           will be paid to the Participant's surviving spouse,
                           but if there is no surviving spouse, or if the
                           surviving spouse has consented in a manner conforming
                           to a qualified election, then to the Participant's
                           designated beneficiary. The surviving spouse may
                           elect to have distribution of the vested Account
                           balance commence within the 90 day period following
                           the date of the Participant's death. The Account
                           balance shall be adjusted for gains or losses
                           occurring after the Participant's death in accordance
                           with the provisions of the Plan governing the
                           adjustment of Account balances for other types of
                           distributions. This Subsection (e) shall not be
                           operative with respect to a Participant in a
                           profit-sharing plan if the plan is a direct or
                           indirect transferee of a defined benefit plan, money
                           purchase plan, a target benefit plan, stock bonus, or
                           profit-sharing plan which is subject to the survivor
                           annuity requirements of Sections 401(a)(11) and
                           section 417 of the Code. If this Subsection (e) is
                           operative, then the provisions of this Section 12.08,
                           other than Subsection (f), shall be inoperative.

                  {ii)     The Participant may waive the spousal death benefit
                           described in this Subsection (e) at any time provided
                           that no such waiver shall be effective unless it
                           satisfies the conditions of Paragraph (c)(iii) (other
                           than the notification requirement referred to
                           therein) would apply to the Participant's waiver of
                           the qualified preretirement survivor annuity.

                  (iii)    For purposes of this Subsection (e), vested Account
                           balance shall mean the Participant's separate account
                           balance attributable solely to accumulated deductible
                           employee contributions within the meaning of Section
                           72(o)(5)(B) of the Code.

         (f)      Transitional Rules.

                  (i)      Any living Participant not receiving benefits on
                           August 23, 1984, who would otherwise not receive the
                           benefits prescribed by the previous Subsections of
                           this Section 12.08 must be given the opportunity to
                           elect to have the prior Subsections of this Section
                           12.08 apply if such Participant is credited with at
                           least one Hour of Service under this Plan or a
                           predecessor plan in a Plan Year beginning on or after
                           January 1, 1976, and such Participant had at least 10
                           years of vesting service when he or she separated
                           from service.

                  (ii)     Any living Participant not receiving benefits on
                           August 23, 1984, who was credited with at least one
                           Hour of Service under this Plan or a predecessor plan
                           on or after September 2, 1974, and who is not
                           otherwise credited with any service in a Plan Year
                           beginning on or after January 1, 1976, must be given
                           the opportunity to have his or her benefits paid in
                           accordance with Paragraph (f)(iv) below.

                                     - 50 -

<PAGE>

                  (iii)    The respective opportunities to elect (as described
                           in Paragraphs (f)(i) and (ii) above) must be afforded
                           to the appropriate Participants during the period
                           commencing on August 23, 1984; and ending on the date
                           benefits would otherwise commence to said
                           Participants.

                  (iv)     Any Participant who has elected pursuant to Paragraph
                           (f)(ii) and any Participant who does not elect under
                           Paragraph (f)(i) or who meets the requirements of
                           Paragraph (f)(i) except that such Participant does
                           not have at least 10 years of vesting service when he
                           or she separates from service, shall have his or her
                           benefits distributed in accordance with all of the
                           following requirements if benefits would have been
                           payable in the form of a life annuity:

                           (A)      Automatic joint and survivor annuity. If
                                    benefits in the form of a life annuity
                                    become payable to a married Participant who:

                                    (1)      begins to receive payments under
                                             the Plan on or after Normal
                                             Retirement Age; or

                                    (2)      dies on or after Normal Retirement
                                             Age while still working for the
                                             Employer; or

                                    (3)      begins to receive payments on or
                                             after the Qualified Early
                                             Retirement Age; or

                                    (4)      separates from service on or after
                                             attaining Normal Retirement Age (or
                                             the Qualified Early Retirement Age)
                                             and after satisfying the
                                             eligibility requirements for the
                                             payment of benefits under the Plan
                                             and thereafter dies before
                                             beginning to receive such benefits;
                                             then such benefits will be received
                                             under this Plan in the form of a
                                             Qualified Joint and Survivor
                                             Annuity, unless the Participant has
                                             elected otherwise during the
                                             election period. The election
                                             period must begin at least 6 months
                                             before the Participant attains the
                                             Qualified Early Retirement Age and
                                             end not more than 90 days before
                                             the commencement of benefits. Any
                                             election hereunder will be in
                                             writing and may be changed by the
                                             Participant at any time.

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

                           (C)      For purposes of this paragraph (f)(iv)

                                    (1)      Qualified Early Retirement Age is
                                             the latest of:

                                             (i)      the earliest date, under
                                                      the Plan, on which the
                                                      Participant may elect to
                                                      receive retirement
                                                      benefits,

                                     - 51 -

<PAGE>

                                             (ii)     the first day of the 120th
                                                      month beginning before the
                                                      Participant reaches Normal
                                                      Retirement Age, or

                                             (iii)    the date the Participant
                                                      begins participiation.

                                    (2)      Qualified Joint and Survivor
                                             Annuity is an annuity for the life
                                             of the Participant with a survivor
                                             annuity for the life of the spouse
                                             as described in Section 2.36.

12.09    RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

         (a)      If the value of a Participant's vested Account balance derived
                  from Employer and Employee Contributions exceeds (or at the
                  time of any prior distribution exceeded) $3,500, and the
                  Account balance is immediately distributable, the Participant
                  and the Participant's spouse {or where either the Participant
                  or the spouse has died, the survivor) must consent to any
                  distribution of such Account balance. The consent of the
                  Participant and the Participant's spouse shall be obtained in
                  writing within the 90-day period ending on the annuity
                  starting date.

                  The annuity starting date is the first day of the first period
                  for which an amount is paid as an annuity or any other form.
                  The Plan Administrator shall notify the Participant and the
                  Participant's spouse of the right to defer any distribution
                  until the Participant's Account balance is no longer
                  immediately distributable. Such notification shall include a
                  general description of the material features, and an
                  explanation of the relative values of, the optional forms of
                  benefit available under the Plan in a manner that would
                  satisfy the notice requirements of Section 417(a)(3) of the
                  Code, and shall be provided no less than 30 days and no more
                  than 90 days prior to the annuity starting date.

                  Notwithstanding the foregoing, only the Participant need
                  consent to the commencement of a distribution in the form of a
                  Qualified Joint and Survivor Annuity while the Account balance
                  is immediately distributable. (Furthermore, if payment in the
                  form of a Qualified Joint and Survivor Annuity is not required
                  with respect to the Participant pursuant to Subsection
                  12.08(e) of the Plan, only the Participant need consent to the
                  distribution of an Account balance that is immediately
                  distributable.) Neither the consent of the Participant nor the
                  Participant's spouse shall be required to the extent that a
                  distribution is required to satisfy Section 40l(a)(9) or
                  Section 415 of the Code. In addition, upon termination of this
                  Plan if the Plan does not offer an annuity option (purchased
                  from a commercial provider) and if the Employer or any entity
                  within the same controlled group as the Employer does not
                  maintain another defined contribution plan (other than an
                  employee stock ownership plan as defined in Section 4975(e)(7)
                  of the Code), the Participant's Account balance may, without
                  the Participant's consent, be distributed to the Participant.
                  However, if any entity within the same controlled group as the
                  Employer maintains another defined contribution plan (other
                  than an employee stock ownership plan as defined in Section
                  4975(e)(7) of the Code) then the Participant's Account balance
                  will be transferred, without the Participant's consent, to the
                  other plan if the Participant does not consent to an immediate
                  distribution.

                  An Account balance is immediately distributable if any part of
                  the Account balance could be distributed to the Participant
                  (or surviving spouse) before the Participant attains (or would
                  have attained if not deceased) the later of Normal Retirement
                  Age or age 62.

                                     - 52 -

<PAGE>

         (b)      For purposes of determining the applicability of the foregoing
                  consent requirements to distributions made before the first
                  day of the first Plan Year beginning after December 31, 1988,
                  the Participant's vested Account balance shall not include
                  amounts attributable to accumulated deductible employee
                  contributions within the meaning of Section 72(o)(5)(B) of the
                  Code.

12.10    DISTRIBUTION TO A MINOR PARTICIPANT OR BENEFICIARY--In the event a
         distribution is to be made to a minor, then the Plan Administrator may,
         in the Administrator's sole discretion, direct that such distribution
         be paid to the legal guardian of the minor, or if none, to a parent of
         such minor or a responsible adult with whom the minor maintains his
         residence, or to the custodian for such minor under the Uniform Gift to
         Minors Act, if such is permitted by the laws of the state in which said
         minor resides. Such a payment to the legal guardian or parent of a
         minor or to such a custodian shall fully discharge the Trustee,
         Employer, and Plan from further liability on account thereof.

12.11    LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN--In the event that all;
         or any portion, of the distribution payable to a Participant or his
         Beneficiary hereunder shall, at the expiration of five years after it
         shall become payable, remain unpaid solely by reason of the inability
         of the Plan Administrator, after sending a registered letter, return
         receipt requested, to the payee's last known address, and after further
         diligent effort, to ascertain the whereabouts of such Participant or
         his Beneficiary, the amount so distributable shall be forfeited and
         allocated in accordance with the terms of this Plan. In the event a
         Participant or Beneficiary is located subsequent to his benefit being
         forfeited, such benefit shall be restored.

                                  ARTICLE XIII

                      BENEFITS UPON TERMINATION OF SERVICE

13.01    GENERAL--Upon a Participant's termination of Service, for any reason
         other than death, disability, Normal, Early or Late Retirement, the
         interests and rights of any Participant shall be limited to those
         contained in this Article XIII.

         (a)      FULLY VESTED AND NONFORFEITABLE PORTION OF A PARTICIPANT'S
                  ACCRUED BENEFIT. Each Participant's 401(k) Employer and Match
                  Accounts, Salary Savings Account, Rollover Account, Tax
                  Deductible Contribution Account, Voluntary After-Tax
                  Contribution Account and any additional portion of a
                  Participant's Accrued Benefit attributable to Employee
                  contributions shall be fully vested and nonforfeitable at all
                  times.

         (b)      VESTED EMPLOYER CONTRIBUTIONS. For Plan Years beginning after
                  1988, each Participant's 401(a) Employer and Match Accounts
                  shall be vested to the extent specified in Section 13.01 of
                  the Adoption Agreement, and the remainder, if any, shall be
                  forfeited in accordance with Plan Sections 13.03 and 13.04 and
                  applied as specified in the Adoption Agreement pursuant to
                  Section 5.03. For Plan Years beginning prior to 1989, such
                  portion of a Participant's Accrued Benefit shall be vested to
                  the extent provided in this Plan prior to its 1989
                  restatement.

         For purposes of computing a Participant's nonforfeitable right to that
         portion of his Accrued Benefit derived from Employer contributions,
         Years of Service and One Year Breaks in Service will be measured by the
         Plan Year.

                                     - 53 -

<PAGE>

13.02    FORFEITURES; DISTRIBUTION OF VESTED AMOUNTS--If a Participant
         terminates Service, the present value of the Participant's vested
         Accrued Benefit attributable to both Employer and Employee
         Contributions (other than Tax Deductible Voluntary Contributions) is
         not greater than $3,500, and the Employer has elected the lump sum
         option provided in Section 13.02(1)(a) of the Adoption Agreement, the
         Participant will receive a lump sum distribution of the present value
         of the entire vested portion of such Accrued Benefit and the nonvested
         portion will be forfeited and applied in accordance with Section 13.03.
         However, unless the Plan is a profit sharing plan described in
         Subsection 12.08(e), no distribution shall be made pursuant to the
         preceding sentence after the first day of the first period for which an
         amount is received as an annuity unless the Participant and his or her
         spouse (or the Participant's surviving spouse) consent in writing to
         such distribution. For purposes of this paragraph, if the value of the
         Participant's vested Accrued Benefit (other than Tax Deductible
         Voluntary Contributions) is zero, the Participant shall be deemed to
         have received a distribution of such vested Accrued Benefit, whether
         Section 13.02(1)(a) or (b) is elected.

         If a Participant terminates Service, and the present value of the
         Participant's vested Accrued Benefit attributable to both Employer and
         Employee Contributions and plan transfers (other than Tax Deductible
         Voluntary Contributions) exceeds $3,500, or if the value of such vested
         Accrued Benefit does not exceed $3,500 but the Employer has elected
         Section 13.02(1)(b) of the Adoption Agreement, the payment of such
         vested benefit shall be deferred to the earliest of the Participant's
         death, Total and Permanent Disability or attainment of Normal
         Retirement Age, at which time such vested benefit shall be payable in
         accordance with Article XII. Notwithstanding the foregoing, at any time
         on or after the date specified in Section 13.02(2) of the Adoption
         Agreement, a terminated Participant may request in writing that his
         entire vested Accrued Benefit be distributed. Partial distributions of
         vested benefits will not be permitted. Unless the Plan is a profit
         sharing plan described in Subsection 12.08(e), the Participant and the
         Participant's spouse (or surviving spouse) must consent to any
         distribution of vested benefits. The Participant may request any form
         of distribution permissible under Article XII, including the
         distribution of a nontransferable annuity contract. The benefit payable
         as a result of any election pursuant to this paragraph will be the
         benefit which can be provided by the then current value of the
         Participant's vested Accrued Benefit. If the provisions of this
         paragraph become operative, the nonvested portion of the Participant's
         Accrued Benefit shall be forfeited when the Participant incurs five
         consecutive One Year Breaks in Service or, if earlier, when the
         Participant or his spouse (or surviving spouse) receives a distribution
         of his vested Accrued Benefit. Any such forfeitures shall be applied in
         accordance with Section 13.03.

13.03    APPLICATION OF FORFEITURES--The nonvested portion of the Accrued
         Benefit of any terminated Participant will be applied to reduce
         Employer Contributions or to pay Plan administrative expenses for the
         Plan Year following the Plan Year in which the forfeiture occurs (or,
         if the Employer so specifies in Section 5.03 of the Adoption Agreement,
         such nonvested amounts shall be allocated in the same manner as
         Employer Contributions at the end of the Plan Year in which the
         forfeiture occurs).

13.04    RESUMPTION OF SERVICE: RESTORATION OF BENEFITS UPON REEMPLOYMENT -

         (a)      A Participant who terminates Service and who subsequently
                  resumes employment with the Employer will again become a
                  Participant on the entry date determined in accordance with
                  Section 3.02 of the Plan.

         (b)      If a former Participant is subsequently reemployed, the
                  following rules shall also be applicable:

                                     - 54 -

<PAGE>

                  (i)      If any Former Participant shall be reemployed by the
                           Employer before incurring five consecutive One \fear
                           Breaks in Service, and such Former Participant had
                           received (or had been deemed to receive) a
                           distribution of his vested Accrued Benefit prior to
                           his reemployment, his forfeited Account balance shall
                           be reinstated if he repays the full amount
                           attributable to Employer Contributions which was
                           distributed to him, not including, at the
                           Participant's option, amounts attributable to any
                           Salary Savings Contributions. Such repayment must be
                           made by the Former Participant before the earlier of
                           five years after the first date on which the
                           Participant is first reemployed by the Employer, or
                           the date on which the individual incurs five
                           consecutive One Year Breaks in Service following the
                           date of distribution. A Participant who was deemed to
                           receive a distribution of his vested Accrued Benefit
                           shall be deemed to have repaid such amount as of the
                           date he again becomes a Participant. In the event the
                           Former Participant does repay the full amount
                           distributed to him, the forfeited portion of the
                           Participant's Account must be restored in full,
                           unadjusted by any gains or losses occurring
                           subsequent to the date of distribution.

                  (ii)     If any Former Participant who has not received a
                           distribution (or a deemed distribution) of his vested
                           Accrued Benefit is rehired before incurring five
                           consecutive One Year Breaks in Service, the amount of
                           any prior forfeiture shall be restored in full,
                           unadjusted by any gains or losses occurring
                           subsequent to the date of forfeiture.

                  (iii)    Restorations of forfeitures will be made, in the case
                           of (i) above, as of the date that the Plan
                           Administrator is notified that the required repayment
                           has been received (or deemed received) by the Trustee
                           and, in the case of (ii) above, as of the date the
                           Plan Administrator is notified by the Employer that
                           the Participant has resumed Service with the
                           Employer. Any forfeiture amount that must be restored
                           to a Participant's Account will be taken from any
                           forfeitures that have not yet been applied and, if
                           the amount of forfeitures available for this purpose
                           is insufficient, the Employer will make a timely
                           supplemental contribution of an amount sufficient to
                           enable the Trustee to restore the forfeiture amount
                           to the Participant's Account.

                  (iv)     If a Former Participant resumes Service after
                           incurring five consecutive One Year Breaks in
                           Service, forfeited amounts will not be restored under
                           any circumstances, but unless the Rule of Parity has
                           been elected in Section 13.01(3)(d) of the Adoption
                           Agreement and such Rule applies, both pre-break and
                           post-break service will count for the purposes of
                           vesting the Employer-derived Account balance that
                           accrued after such Breaks.

                           If a Former Participant resumes Service before
                           incurring five consecutive One Year Breaks in
                           Service, both the pre-break and post-break service
                           will count in vesting both any restored pre-break and
                           post-break-Employer-derived Account balance.

13.05    SERVICE WITH AFFILIATES - As indicated in Section 2.19 of the Plan, in
         determining a Participant's vesting percentage and in determining for
         purposes of this Article whether an Employee has terminated Service or
         has a One Year Break in Service, Hours of Service completed with a
         controlled business shall be deemed to be Hours of Service completed
         with the Employee.

                                     - 55 -

<PAGE>

13.06    EARLY RETIREMENT ELECTION--Notwithstanding anything in the Plan to the
         contrary, a Participant who becomes entitled to a benefit deferred to
         his Normal Retirement Age under this Article upon a termination of
         participation may elect to receive an immediate early retirement
         benefit at any time on and after the date he attains the age required
         for early retirement as elected in Section 12.02 of the Adoption
         Agreement and prior to his Normal Retirement Age. A Participant
         eligible to make an election under this Section may request any
         optional benefit permitted under Section 12.07. The benefit payable as
         a result of any election pursuant to this Section will be the benefit
         which can be provided by the current value of the Participant's
         Accounts.

13.07    AMENDMENT TO VESTING SCHEDULE--No amendment to the Vesting Schedule
         shall deprive a Participant of his nonforfeitable rights to benefits
         accrued to the date of the amendment. Further, if the Vesting Schedule
         of the Plan is amended, of the Plan is amended in any way that directly
         or indirectly affects the computation of a Participant's nonforfeitable
         percentage or if the Plan is deemed amended by an automatic change to
         or from a top-heavy vesting schedule, each Participant with at least 3
         Years of Service with the Employer may elect, within a reasonable
         period after the adoption of the amendment or change, to have their
         nonforfeitable percentage computed under the Plan without regard to
         such amendment. For Participants who do not have at least 1 Hour of
         Service in any Plan Year beginning after December 31, 1988, the
         preceding sentence shall be applied by substituting "5 Years of
         Service" for "3 Years of Service" where such language appears. The
         period during which the election may be made shall commence with the
         date the amendment is adopted and shall end on the latest of:

         (1)      60 days after the amendment is adopted;

         (2)      60 days after the amendment becomes effective; or

         (3)      60 days after the Participant is issued written notice of the
                  amendment by the Employer or Plan Administrator.

                                   ARTICLE XIV

                        PLAN FIDUCIARY RESPONSIBILITIES

14.01    PLAN HDUCIARIES--The Plan Fiduciaries shall be:

         (a)      the Employer;

         (b)      the Trustee of the Plan;

         (c)      the Plan Administrator;

         (d)      the Profit Sharing Committee;

         and such other person or persons as may be designated as a Fiduciary by
         the Employer in accordance with the further provisions of this Article.

                                     - 56 -

<PAGE>

14.02    GENERAL FIDUCIARY DUTIES--Each Plan Fiduciary shall discharge his
         duties solely in the interest of the Participants and their
         Beneficiaries and act:

         (a)      for the exclusive purpose of providing benefits to
                  Participants and their Beneficiaries and defraying reasonable
                  expenses of administering the Plan;

         (b)      with the care, skill, prudence and diligence under the
                  circumstances then prevailing that a prudent person acting in
                  a like capacity and familiar with such matters would use in
                  the conduct of an enterprise of a like character and with like
                  aims;

         (c)      by diversifying the investments of the Plan so as to minimize
                  the risk of large losses, unless under the circumstances it is
                  clearly prudent not to do so, if the Fiduciary has the
                  responsibility to invest plan assets; and

         (d)      in accordance with the documents and instruments governing the
                  Plan insofar as such documents and instruments are consistent
                  with the provisions of current laws and regulations.

         Each Plan Fiduciary shall perform the duties specifically assigned to
         him. No Plan Fiduciary shall have any responsibility for the
         performance or non-performance of any duties not specifically allocated
         to him.

14.03    POWERS, DUTIES AND RESPONSIBILITIES OF THE EMPLOYER -

         (a)      The Employer shall be empowered to appoint and remove the
                  Trustee, the Plan Administrator and the Profit Sharing
                  Committee from time to time as it deems necessary for the
                  proper administration of the Plan, to assure that the Plan is
                  being operated for the exclusive benefit of the Participants
                  and their Beneficiaries in accordance with the terms of this
                  Agreement, the Internal Revenue Code, and the Employee
                  Retirement Income Security Act of 1974 (ERISA), as amended.

         (b)      The Employer shall establish a "funding policy and method,"
                  i.e., it shall determine whether the Plan has a short run need
                  for liquidity (e.g., to pay benefits) or whether liquidity is
                  a long run goal and investment growth (and stability of same)
                  is a more current need, or shall appoint a qualified person to
                  do so. The Employer or its delegate shall communicate such
                  needs and goals to the Trustee, who shall coordinate such Plan
                  needs with its investment policy. The communication of such a
                  "funding policy and method" shall not, however, constitute a
                  directive to the Trustee as to the investment of the Trust
                  Fund. Such "funding policy and method" shall be consistent
                  with the objectives of this Plan and with the requirements of
                  Title I of ERISA.

         (c)      The Employer may in its discretion appoint an Investment
                  Manager to manage all or a designated portion of the assets of
                  the Plan. In such event, the Trustee shall follow the
                  directives of the Investment Manager in investing the assets
                  of the Plan managed by the Investment Manager. While there is
                  an Investment Manager, the Employer shall have no obligation
                  under this Plan with regard to the performance or
                  non-performance of the duties delegated to the Investment
                  Manager.

                                     - 57 -

<PAGE>

         (d)      The Employer shall periodically, but not less frequently than
                  annually, review the performance of any Fiduciary or other
                  person to whom duties have been delegated or allocated by it
                  under the provisions of this Plan or pursuant to procedures
                  established hereunder. This requirement may be satisfied by
                  formal periodic review by the Employer or by a qualified
                  person specifically designated by the Employer, through
                  day-to-day conduct and evaluation, or through other
                  appropriate ways.

14.04    POWERS, DUTIES AND RESPONSIBILITIES OF THE TRUSTEE--The specific
         powers, duties and responsibilities of the Trustee are set forth in
         Article XV. In general the Trustee shall:

         (a)      invest Plan assets, subject to direction from the Employer,
                  from any duly appointed Investment Manager or from
                  Participants if the Plan permits Participants to direct the
                  investment of their Accounts in life insurance Policies;

         (b)      maintain adequate records of receipts, disbursements and other
                  transactions involving the Plan; and

         (c)      prepare such reports, statements, tax returns and other forms
                  as may be required under the Trust or applicable laws and
                  regulations.

14.05    POWERS, DUTIES AND RESPONSIBILITIES OF THE PLAN ADMINISTRATOR--The
         Employer may appoint one or more Plan Administrators. Any person,
         including, but not limited to, the Employer's directors, shareholders,
         officers and Employees shall be eligible to serve as the Administrator.
         Any person so appointed shall signify his acceptance by filing written
         acceptance with the Employer. An Administrator may resign by delivering
         his written resignation to the Employer or be removed by the Employer
         by delivery of written notice of removal.

         The Employer, upon the resignation or removal of an Administrator, may
         designate in writing a successor to this position. If the Employer does
         not appoint an Administrator, the Employer will function as the Plan
         Administrator. The Insurer may not be appointed as the Plan
         Administrator.

         The specific powers and responsibilities of the Plan Administrator are
         to:

         (a)      administer the Plan on a day-to-day basis in accordance with
                  the provisions of this Plan and all other pertinent documents;

         (b)      retain and maintain Plan records including Participant census
                  data, participation dates, compensation records, and such
                  other records as may be necessary or desirable for proper Plan
                  administration;

         (c)      prepare and arrange for delivery to Participants such
                  summaries, descriptions, announcements and reports as are
                  required to be given to Participants under applicable laws and
                  regulations;

         (d)      file with the U.S. Department of Labor, the Internal Revenue
                  Service and other regulatory agencies on a timely basis all
                  required reports, forms and other documents; and

         (e)      prepare and furnish to the Trustee sufficient records and data
                  to enable the Trustee to properly perform its obligations
                  under the Trust.

                                     - 58 -

<PAGE>

         Notwithstanding anything in the Plan and Trust to the contrary, the
         Plan Administrator shall have total discretion to fulfill the above
         fiduciary responsibilities as he sees fit on a uniform and consistent
         basis and as he believes a prudent person acting in a like capacity and
         familiar with such matters would do.

14.06    POWERS, DUTIES AND RESPONSIBILITIES OF THE PROFIT SHARING COMMITTEE -
         The Employer may appoint a Profit Sharing Committee consisting of three
         or more members, one of whom shall be designated by the Employer as
         Chairman. Each member of the Committee and its chairman shall serve at
         the pleasure of the Employer.

         If a Committee is not appointed, the duties and responsibilities set
         forth in this Section and in Article XIX shall be those of the Plan
         Administrator. If the Employer appoints a Profit Sharing Committee/ the
         Committee shall:

         (a)      interpret and construe the Plan;

         (b)      determine questions of eligibility and of rights of
                  Participants and their Beneficiaries;

         (c)      provide guidelines for the Plan Administrator, as required for
                  the orderly and uniform administration of the Plan; and (d)
                  exercise overall control of the operation and administration
                  of the plan in matters not allocated to some other Fiduciary
                  either by the terms of this Plan or by delegation from the
                  Employer.

         Notwithstanding anything in the Plan and Trust to the contrary, the
         Profit Sharing Committee shall have total discretion to fulfill the
         above fiduciary responsibilities as they see fit on a uniform and
         consistent basis and as they believe a prudent person acting in a like
         capacity and familiar with such matters would do.

14.07    APPOINTMENT OF ADVISORS--The Trustee, the Plan Administrator and the
         Profit Sharing Committee, with the consent of the Employer, may appoint
         counsel, specialists, advisors and such other persons as they deem
         necessary or desirable in connection with the administration of this
         Plan.

14.08    INFORMATION FROM EMPLOYER--To enable the Plan Administrator to perform
         his functions, the Employer shall supply full and timely information to
         the Plan Administrator on all matters relating to the Compensation of
         all Participants, their Hours of Service, their Years of Service, their
         retirement, death, disability, or termination of employment, and such
         other pertinent facts as the Administrator may require; and the
         Administrator shall advise the Trustee and the Profit Sharing Committee
         of such of the foregoing facts as may be pertinent to their duties
         under the Plan. All Fiduciaries may rely upon such information as is
         supplied by the Employer and shall have no duty or responsibility to
         verify such information.

14.09    PAYMENT OF EXPENSES--All expenses of administration may be paid out of
         the Trust Fund unless paid by the Employer. Such expenses shall include
         any expenses incident to the functioning of the Plan Administrator, the
         Trustee and the Profit Sharing Committee, including, but not limited
         to, fees of accountants, counsel, and other specialists, and other
         costs of administering the Plan. Until paid, the expenses shall
         constitute a liability of the Trust Fund. However, the Employer may
         reimburse the Trust for any administration expense incurred pursuant to
         the above. Any administration expense paid to the Trust as a
         reimbursement shall not be considered as an Employer contribution.

                                     - 59 -

<PAGE>

14.10    ALLOCATION AND DELEGATION OF PLAN ADMINISTRATOR AND TRUSTEE
         RESPONSIBILITIES--If more than one person is appointed as Plan
         Administrator or Trustee, the responsibilities of each Administrator
         and Trustee may be specified by the Employer and accepted in writing by
         each Fiduciary. In the event that no such delegation is made by the
         Employer, the Plan Administrators and Trustees may allocate their
         responsibilities among themselves, in which event they shall notify the
         Employer in writing of such action and indicate their specific
         responsibilities. The Employer and other Fiduciaries thereafter shall
         accept and rely upon any documents executed by the appropriate
         Fiduciary until such time as the Employer revokes any such allocation
         or designation.

14.11    MAJORITY ACTIONS--Except where there has been an allocation and
         delegation of Fiduciary responsibilities pursuant to Section 14.10, if
         there shall be more than one Plan Administrator or Trustee, they shall
         act by majority vote, but may authorize one or more of them to sign all
         papers on their behalf. The Profit Sharing Committee shall act by
         majority vote of all members.

         All actions, determinations, interpretations and decisions of Plan
         Fiduciaries with respect to any matter within their jurisdiction will
         be conclusive and binding on all persons. Any person may rely
         conclusively upon any action if certified by the appropriate Fiduciary.

14.12    RECORDS AND REPORTS--Each Fiduciary shall keep a record of all actions
         taken and shall keep all other books of account, records, and other
         data that may be necessary for proper administration of the Plan. The
         Plan Administrator shall be responsible for supplying all information
         and reports to the Internal Revenue Service, the Department of Labor;
         Participants, Beneficiaries and others as required by law.

                                   ARTICLE XV

                       TRUSTEE AND TRUST FUND INVESTMENTS

15.01    IN GENERAL--Subject to the direction of the Employer or any duly
         appointed Investment Manager in accordance with Section 15.05 (or
         subject to the direction of Participants to the extent the Plan
         provides for Participant investment direction), the Trustee shall
         receive all contributions to the Trust and shall hold, invest, manage,
         and control the whole or any part of the assets in accordance with the
         provisions of the Trust. The Trustee, in signing the Trust, accepts and
         agrees to carry out all of the provisions of the Trust.

15.02    APPOINTMENT, RESIGNATION AND REMOVAL OF TRUSTEE--The Employer shall
         select an individual or individuals or institution to serve as Trustee.

         The Employer may remove a Trustee by delivering to such Trustee a
         written notice of removal. A Trustee may resign as Trustee upon giving
         written notice to the Employer. Such removal or resignation shall
         become effective upon the date specified in such written notice, which
         date shall not be less than thirty (30) days subsequent to the delivery
         of such written notice. In the event of such removal or resignation, a
         successor Trustee shall be appointed by the Employer. Such successor
         Trustee, upon accepting the appointment by ah instrument in writing
         delivered to the Employer, shall become vested with all rights, power,
         duties, privileges and immunities as Trustee as if he, they, or it had
         originally been designated as Trustee of the Trust. Upon such
         appointment and acceptance, the replaced Trustee shall execute any
         instruments necessary to transfer to the successor Trustee all assets
         held under the Trust.

                                     - 60 -

<PAGE>

15.03    POWERS OF TRUSTEE--The Trustee shall have all of the power necessary
         for carrying out the, purposes of this Trust, and without limiting the
         powers and authority of the Trustee, the Trustee shall have the right
         at any time and from time to time with respect to any or all of the
         property which shall at any time or times form part of the principal or
         income of the Trust:

         (a)      To sell, grant options to purchase, exchange or alter assets
                  of the Trust Fund or any of them; to enter into any contract
                  without personal liability thereon;

         (b)      To invest and reinvest all funds from time to time available
                  for investment or reinvestment in any kind of
                  income-producing, property, real or personal, as the Trustee
                  shall deem proper and for the best interests of the Trust;

         (c)      To cause any of the investments to be registered in its name
                  Or in the name of its nominee; any corporation or its
                  transfer agent may presume conclusively that such nominee is
                  the actual owner of any investment submitted for transfer;

         (d)      To delegate powers, discretionary or otherwise, for any
                  purpose to one or more nominees or proxies with or without
                  power of substitution and to make assignments to, and deposits
                  with, committees, trustees, agents, depositaries and other
                  representatives; to retain any investment received in exchange
                  in any reorganization or recapitalization;

         (e)      To settle, compromise, contest or abandon claims or demands in
                  favor of or against the Trust Fund;

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

                  To vote and exercise all stockholder's or other rights with
                  respect to any share of stock or security held by the
                  Trustees;

                  To determine the market value of any investment of the Trust
                  Fund for any purpose on the basis of such quotations,
                  evidence, data or information as the Trustee may deem
                  pertinent and reliable without any limitation whatever;

         (i)      To collect principal and income due or payable to the Trust
                  and to give a receipt therefor;

         (j)      To take any and all further action necessary or advisable in
                  order to carry out the provisions and purpose of the Trust.

15.04    INVESTMENT OF TRUST FUND--In order to provide retirement benefits for
         Participants, the Trustee may invest Plan assets in a group annuity
         contract or in life insurance Policies issued by the Insurer. The
         Insurer shall only issue group annuity contracts and life insurance
         Policies which conform to the terms of the Plan. Notwithstanding the
         foregoing, in no event may amounts allocated to a Participant's Tax
         Deductible Contribution Account be invested in Policies of life
         insurance.

         In addition to the above, the Trustee shall have power to invest all or
         part of the Trust Fund in such funds including any common trust fund or
         funds, whether operated by the Trustee as a part of its trust or
         banking operations or by any bank or trust company, stocks, bonds,
         mutual funds or other securities, contracts, savings bank accounts,
         savings certificates, or other investments of any and every nature
         permissible under applicable laws and regulations, including qualifying
         Employer Securities as defined in ERISA Section 407(d)(3)(B).

                                     - 61 -

<PAGE>

15.05    EMPLOYER OR INVESTMENT MANAGER MAY DIRECT INVESTMENT PROGRAM--The
         Employer, at its discretion, shall have full authority to direct the
         Trustee in the investments of the Trust Fund or the Employer may
         appoint an Investment Manager to so direct the Trustee. Any such
         direction shall be in writing bearing an authorized signature, and may
         be of a continuing nature or otherwise.

15.06    PARTICIPANT DIRECTED INVESTMENTS--If and to the extent so specified by
         the Employer in Sections 15.06 or 17.01 of the Adoption Agreement, each
         Participant may direct the Trustee to separate and keep separate all or
         a portion of his Accounts; and further each Participant is authorized
         and empowered, in his sole and absolute discretion, to give directions
         to the Trustee in such form as the Trustee may require concerning the
         investment of such portion of his Accounts, which directions must be
         followed by the Trustee subject, however, to the restrictions on
         payment of life insurance premiums described in Section 2.34. Neither
         the Trustee nor any other person, including the Plan Administrator,
         shall be under any duty to question any investment direction of the
         Participant authorized by this Section or make any suggestions to the
         Participant in connection therewith, and the Trustee shall comply as
         promptly as practicable with directions given by the Participant
         hereunder. Any such direction may be of continuing nature or otherwise
         and may be revoked by the Participant at any time in such form as the
         Trustee may require. The Trustee shall not be responsible or liable for
         any loss or expense which may arise from or result from compliance with
         any directions from the Participant nor shall the Trustee be
         responsible for, or liable for, any loss or expense which may result
         from the Trustee's refusal or failure to comply with any directions
         from the Participant. The Trustee may refuse to comply with any
         direction from the Participant in the event the Trustee, in its sole
         and absolute discretion, deems such directions improper by virtue of
         applicable law. Any costs and expenses related to compliance with the
         Participant's directions shall be borne by the Participant's Account.

15.07    RELIANCE ON INSTRUCTIONS--The Trustee may rely on any order, request,
         or other paper believed by the Trustee to be genuine and to be signed
         or presented by the proper party or parties and may rely upon the Plan
         Administrator for the mailing addresses of Participants and Employees.

15.08    BANK ACCOUNTS--The Trustee shall have the right to maintain one or more
         bank accounts for funds belonging to the Trust and to make deposits to
         and withdrawals therefrom.

15.09    VOTING AND OTHER ACTION--The Trustee shall deliver or cause to be
         delivered to the Plan Administrator, all notices, prospectuses,
         financial statements, proxies and proxy soliciting materials relating
         to investment company shares, stocks, securities and other such
         investments held by the Trustee as part of the Trust Fund.

15.10    RECORDS AND ACCOUNTING--The Trustee shall keep accurate and detailed
         records of all receipts, investments, disbursements and other
         transactions required to be performed under the Trust. No later than
         sixty days after the close of each Plan Year (or after the Trustee's
         resignation), the Trustee shall file with the Employer a written report
         or reports which shall indicate the receipts, disbursements and other
         transactions effected by it during such year (or period ending with
         such resignation) and the assets and liabilities of the Trust at its
         close. Such report or reports shall be open to inspection by the
         Employer for a period of sixty days immediately following the date on
         which it is filed with the Employer.

                                     - 62 -

<PAGE>

15.11    RETURNS AND REPORTS--The Plan Administrator shall furnish to the
         Trustee, and the Trustee shall furnish to the Plan Administrator, such
         information relevant to the Trust as may be required under the Internal
         Revenue Code and Regulations and by the Federal Department of Labor.
         The Trustee shall keep such records and file with the Internal Revenue
         Service such returns and other information concerning the Trust as may
         be required of it under the Internal Revenue Code and Regulations
         issued or forms adopted thereunder.

15.12    FEES, TAXES AND EXPENSES--The Trustee shall pay out of the Trust Fund
         all real and personal taxes and other taxes of any and all kinds levied
         or assessed under existing or future laws against the Trust Fund. The
         Trustee shall be paid such reasonable compensation as shall from time
         to time be agreed upon by the Employer and the Trustee. Such
         compensation and all expenses of administration of the Trust, including
         counsel fees, shall be withdrawn by the Trustee out of the Trust Fund
         unless paid by the Employer. Provided, however, compensation shall not
         be provided for any Trustee who is employed on a full-time basis by the
         Employer.

                                   ARTICLE XVI

                                   THE INSURER

16.01    INSURER NOT A PARTY TO THE TRUST--the Insurer shall be protected in
         treating the Trustee as absolute owner of any group annuity contract or
         life insurance Policy issued to the Trustee and may rely on directions
         received from the Trustee. The Insurer shall not be required to take or
         permit any action contrary to the provisions of any group annuity
         contract or life insurance Policy issued hereunder, or be bound to
         allow any benefit or privilege to any Plan Participant covered by the
         contract or Policy which is not provided for in such contract or
         Policy.

         The Insurer shall deal with and accept the signature of the Trustee in
         connection with any changes or actions under its group annuity contract
         or Policy and shall have no liability to inquire as to the Trustee's
         authority nor to determine that the Trustee has obtained any necessary
         direction, signature, or consents. Any sums paid out by the Insurer
         under any of the terms of any group annuity contract or life insurance
         Policy to the Trustee or in accordance with his direction or to any
         other person or persons to whom payment should be made shall be a
         complete and full discharge of liability of such payment, and the
         Insurer shall have no obligations as to the disposition of any funds to
         be paid.

         The Insurer shall be fully protected in accepting premiums on any group
         annuity contract or life insurance Policy it may issue under this Trust
         and shall have no responsibility to make any inquiry as to the
         Trustee's authority to make such payment. The Insurer shall be fully
         protected at all times in dealing with the person or corporation who is
         Trustee according to the latest notification received by the Insurer at
         its Home Office. No amendment to this Trust shall, regardless of its
         provisions, deprive the Insurer of any of its exemptions and immunities
         hereunder.

                                     - 63 -

<PAGE>

                                  ARTICLE XVII

                            LIFE INSURANCE POLICIES

17.01    GENERAL RULES--If and to the extent permitted by Section 17.01 of the
         Adoption Agreement, at the request and direction of a Participant the
         Trustee shall invest in life insurance Policies, subject to the
         following:

         (a)      each Policy shall be issued by the Insurer to the Trustee only
                  and shall provide for premiums payable in accordance with the
                  terms of the Policy. Purchase of Policies in accordance with
                  this Section 17.01 shall constitute an investment of amounts
                  allocated to the appropriate Account of the Participant, and
                  each such Account shall be reduced by the amount paid for such
                  Policies,

         (b)      as provided in Section 12.06, the Trustee shall be designated
                  as Beneficiary of any Policy issued hereunder, and upon the
                  death of the Participant the Trustee shall pay or apply the
                  Policy proceeds for the benefit of the appropriate Plan
                  Beneficiary,

         (c)      each Policy shall be a Policy between the Insurer and Trustee
                  and shall reserve to the Trustee all rights, options and
                  benefits,

         (d)      each life insurance Policy shall provide a full or increasing
                  death benefit,

         (e)      each Policy shall provide settlement options (including lump
                  sum cash payment in the event of the surrender or maturity of
                  such Policy) subject, however, to Section 12.07,

         (f)      any dividend payable while a Policy is on a premium paying
                  basis shall be applied or accumulated as indicated on the
                  Policy application for the benefit of the Participant on whose
                  life the Policy was issued,

         (g)      all classes of life insurance Policies purchased hereunder
                  shall be alike or substantially alike as to settlement option
                  provisions, cash values, and as to other Policy provisions,
                  subject, however, to the provisions of Sections 17.01(h),
                  17.01(i) and 17.01(j),

         (h)      if an eligible Employee is determined to be insurable by the
                  Insurer at its standard rates, a Policy shall be obtained upon
                  his life, if available from the Insurer, which provides a life
                  insurance death benefit prior to retirement to which the
                  eligible Employee is entitled,

         (i)      if an eligible Employee is not insurable at the standard rates
                  of such Insurer, if. permitted under the Policy being issued,
                  the Policy shall provide for a reduced but increasing death
                  benefit as determined by the Insurer (usually called
                  increasing or graded death benefit),

         (j)      if an eligible Employee is not insurable at the standard rates
                  of the Insurer, each Employee may elect to pay any excess
                  premium that may be required in order to obtain a Policy
                  providing for full death benefits described in Section
                  17.01(h), if the Insurer shall agree to issue such a Policy,

         (k)      the Insurer shall only issue Policies which conform to the
                  terms of the Plan.

17.02    PROCEDURE FOLLOWED TO OBTAIN POLICIES--The Trustee shall apply to the
         Insurer for Policies on the lives of Participants with completed
         applications as may be required by the Insurer, such Policies to have
         benefits which are purchasable by a premium equal to the portion of the
         contribution allocated for that purpose.

                                     - 64 -

<PAGE>

17.03    KEY MAN INSURANCE--The Trustee shall have the power, which shall be
         exercised upon direction of the Employer or any duly appointed
         Investment Manager, to invest in life insurance Policies on the lives
         of key Employees of the Employer, payable on death to the Trust as
         beneficiary. Such Policies shall be vested exclusively in the Trustee
         for the benefit of the Trust, and death proceeds received under any
         such Policy shall be considered to be an additional Employer
         Contribution.

17.04    SUPPLEMENTARY POLICY BENEFITS--Subject to the limitations of Section
         4.04 (Voluntary After-Tax Contributions), the Trustee upon the request
         of any Participant upon whose life a Policy of life insurance is in
         existence may apply for supplementary agreements to such Policy
         providing for family income, additional death benefits, reducing or
         level term insurance benefits, or waiver of premiums or waiver of
         premiums and monthly income during total and permanent disability in
         accordance with the rules and practices of the Insurer. The premiums
         for such benefits shall be paid by the Participant through his Employer
         to the Trustee who shall pay the premium to the Insurer. The death
         benefit payable under the supplementary agreement shall be payable to
         the beneficiary or beneficiaries designated by the Participant through
         the Trustee and in the manner requested in such designation, subject to
         the terms of such supplementary agreement and to the rules and
         practices of the Insurer. The Trustee shall continue to have title and
         control of all Policies subject to this Plan in the manner provided for
         herein. If such supplementary agreements shall be entered into, the
         Trustee and each Participant who requests and receives such
         supplementary agreement shall enter into a letter agreement generally
         explaining the rights and duties of said Participant with respect to
         said supplementary agreement, one copy of which shall be filed with the
         Trustee, the Participant and the Employer.

         Any payments made by a Participant under this Section 17.04 or Section
         17.01(j) shall be considered as Voluntary After-Tax Contributions and
         will be subject to the limitations of Section 4.04.

                                  ARTICLE XVIII

                   TRANSFER OF ASSETS, ROLLOVER CONTRIBUTIONS

18.01    TRANSFER FROM OTHER QUALIFIED PLANS--With the consent of the Plan
         Administrator, the Trustee may accept funds and property transferred
         from other pension, profit sharing or stock bonus plans qualified under
         Code Section 401(a) or Rollover Amounts, provided that the plan from
         which such funds and property are transferred permits the transfer to
         be made.

         In the event of a transfer to this Plan, the. Trustee shall maintain a
         100% vested and nonforfeitable account for the amount transferred and
         its share of the Trust Fund's accretions or losses, to be known as the
         Participant's Rollover Account. At the Trustee's direction, the Plan
         Administrator shall separately account for transferred funds and
         Rollover Amounts within a Participant's Rollover Account.

         "Rollover Amount" means any rollover contribution described in Code
         Section 402(a)(5), 403(a)(4) or 408(d).

         An Employee who makes a contribution to the Plan described in this
         Section shall become a Plan Participant on the date the Trustee accepts
         the contribution. However, no 401(k) or 401(a) Employer Contributions
         will be made on behalf of such Employee nor will the Employee be
         eligible to enter into a salary reduction agreement, to share in Plan
         forfeitures or to make Voluntary After-Tax Contributions until the
         Employee satisfies the Plan eligibility requirements set forth in
         Adoption Agreement Section 3.02.

                                     - 65 -

<PAGE>

         If elected by the Employer in Section 10.01 of the Adoption Agreement,
         a Participant shall have the right at any time (or at any time after he
         attains Age 59 1/2, if so specified by the Employer in the Adoption
         Agreement) to request a withdrawal in cash of the portion of his
         Accrued Benefit attributable to his Rollover Contributions. If
         necessary to comply with the requirements of Section 12.08, the Plan
         Administrator shall require the consent of the Participant's spouse
         before making any withdrawal. Any such consent shall satisfy the
         requirements of Section 12.08. Subject to any limitations or
         restrictions imposed pursuant to Section 10.03, any such amount
         requested to be withdrawn shall be paid within 90 days following the
         date written request therefor is received by the Plan Administrator
         Values not so withdrawn, including any increments earned on withdrawn
         amounts prior to withdrawal, shall be distributed to the Participant or
         his Beneficiary at such time and in such manner as the Trust otherwise
         provides for Account distributions.

         No forfeitures will occur solely as a result of an Employee's
         withdrawal of Rollover Contributions.

         The portion of a Participant's Accrued Benefit attributable to Rollover
         Contributions shall be 100% vested and nonforfeitable at all times.

18.02    PARTICIPANT TRANSFER TO OTHER QUALIFIED PLANS--Upon the request of a
         Participant upon his termination of employment, the Trustee at the
         direction of the Plan Administrator shall transfer the vested portion
         of his Accrued Benefit, if any, to another pension, profit sharing or
         stock bonus plan maintained by such Participant's employer and meeting
         the requirements of Code Section 401(3), provided that the plan to
         which such transfer is to be made permits the transfer.

         Unless the Plan is a profit sharing plan described in Subsection
         12.08(e), if the Participant's vested Accrued Benefit attributable to
         Employer and Employee Contributions {other than Tax Deductible
         Voluntary Contributions) and Plan transfers exceeds $3,500, the Plan
         Administrator shall require the consent of the Participant's spouse
         before authorizing the transfer. Any such spousal consent shall satisfy
         the requirements of Section 12.08.

                                   ARTICLE XIX

                                CLAIMS PROCEDURE

19.01    CLAIMS FIDUCIARY--The Profit Sharing Plan Committee will act as Claims
         Fiduciary except to the extent that the Board of Directors of the
         Employer has allocated the function to someone else.

         Notwithstanding anything in the Plan and Trust to the contrary, the
         Claims Fiduciary shall have total discretion to fulfill their fiduciary
         responsibilities as they see fit on a uniform and consistent basis and
         as they believe a prudent person acting in a like capacity and familiar
         with such matters would do.

19.02    CLAIMS FOR BENEFITS--Claims for benefits under the Plan must be made in
         writing to the Plan Administrator. For the purpose of this procedure,
         "claim" means a request for a Plan benefit by a Participant or a
         Beneficiary of a Participant. If the basis of the claim includes
         documentation not a part of the records of the Plan or of the Employer,
         all such documentation must be included with the claim.

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19.03    NOTICE OF DENIAL OF CLAIM--If a claim if wholly or partially denied,
         the Plan Administrator shall notify the claimant of the denial of the
         claim within a reasonable period of time. Such notice of denial (i)
         shall be in writing, (ii) shall be written in a manner calculated to be
         understood by the claimant, and (iii) shall contain (a) the specific
         reason or reasons for denial of the claim, (b) a specific reference to
         the pertinent Plan provisions upon which the denial is based, (c) a
         description of any additional material or information necessary for the
         claimant to perfect the claim, along with the explanation why such
         material or information is necessary, and (d) an explanation of the
         Plan's claim review procedure. Unless special circumstances require an
         extension of time for processing the claim, the Plan Administrator
         shall notify the claimant of the claim denial no later than 90 days
         after the Administrator's receipt of the claim. If such an extension is
         required, written notice of the extension shall be furnished to the
         claimant prior to the termination of the initial 90-day period. In no
         event shall such extension exceed a period of 90 days from the end of
         such initial period. The extension notice shall indicate the special
         circumstances requiring the extension of time and the date by which the
         Plan Administrator expects to render the final decision.

19.04    REQUEST FOR REVIEW OF DENIAL OF CLAIM--Within 120 days of the receipt
         by the claimant of the written notice of denial of the claim or if the
         claim has not been granted within a reasonable period of time, the
         claimant or his duly authorized representative may file a written
         request with the Claims Fiduciary to conduct a full and fair review of
         the denial of the claimant's claim for benefit. In connection with the
         claimant's appeal of the denial of his benefit, the claimant or his
         duly authorized representative may review pertinent documents and may
         submit issues and comments in writing.

19.05    DECISION ON REVIEW OF DENIAL OF CLAIM--The Claims Fiduciary shall
         deliver to the claimant a written decision on the claim promptly, but
         not later than 60 days after the receipt of the claimant's request for
         review, except that if there are special circumstances which require an
         extension of time for processing, the aforesaid 60-day period may be
         extended to 120 days by written notice delivered to the claimant prior
         to the expiration of the initial 60-day period. Such decision shall (i)
         be written in a manner calculated to be understood by the claimant,
         (ii) include specific reasons for the decision, and (iii) contain
         specific references to the pertinent Plan provisions upon which the
         decision is based. Notwithstanding any provisions elsewhere to the
         contrary, the Claims Fiduciary shall have total discretion to make
         decisions as they see fit oh a uniform and consistent basis, as they
         believe a prudent person acting in a like capacity and familiar with
         such matters would do.

                                   ARTICLE XX

                           AMENDMENT AND TERMINATION

20.01    AMENDMENT OF PLAN--The right is reserved to the Employer to amend its
         Plan at any time and from time to time and all parties or any person
         claiming any interest hereunder shall be bound thereby; except no
         person having an already vested interest in such Plan shall be deprived
         of any interest already existing nor have such interest adversely
         affected. No such amendment shall have the effect of vesting in the
         Employer any right, title or interest to any Policy, group annuity
         contract or funds held under the Trust.

                                     - 67 -

<PAGE>

         The decision of the Employer shall be binding upon the Participants and
         all other persons and parties interested, as to whether or not any
         amendment does deprive a Participant or any other person or adversely
         affects such interest. The consent of the Trustee shall not be
         necessary to any Plan amendment unless in his opinion his duties or
         liabilities have been increased. No amendment to the Adoption Agreement
         shall be made or shall be valid if it would result in causing the
         Employer's Plan to become disqualified under the controlling provisions
         of the Internal Revenue Code or any of its applicable Regulations or
         applicable and controlling rulings of the Secretary of the Treasury or
         his delegate, or under final decisions of any Federal Court.
         Participants shall be notified of any Plan amendments. No such
         amendment shall affect any other Employer who had adopted this Plan.

         No amendment to the Plan shall be effective to the extent that it has
         the effect of decreasing a Participant's Accrued Benefit.
         Notwithstanding the preceding sentence, a Participant's Account balance
         may be reduced to the extent permitted under Section 412(c)(8) of the
         Internal Revenue Code. For purposes of this paragraph, a Plan amendment
         which has the effect of decreasing a Participant's Account balance or
         eliminating an optional form of benefit, with respect to benefits
         attributable to service before the amendment shall be treated as
         reducing an Accrued Benefit. Furthermore, no amendment to the Plan
         shall have the effect of decreasing a Participant's vested interest
         determined without regard to such amendment as of the later of the date
         such amendment is adopted or the date it becomes effective.

         The Employer may (1) change the choice of options in the Adoption
         Agreement, (2) add overriding language in the Adoption Agreement when
         such language is necessary to satisfy Section 415 or Section 416 of the
         Code because of the required aggregation of multiple plans, and (3) add
         certain model amendments published by the Internal Revenue Service
         which specifically provide that their adoption will not cause the Plan
         to be treated as individually designed. An Employer that amends the
         Plan for any other reason will no longer participate in this master or
         prototype plan and will be considered to have an individually designed
         plan.

         In the case of any merger, consolidation with or transfer of assets or
         liabilities by the Employer to another Plan, each Participant in the
         Plan on the date of the transaction shall have a benefit in the
         surviving Plan (determined as if such Plan were terminated immediately
         after the transaction) at least equal to the benefit to which he would
         have been entitled to receive immediately prior to the transaction if
         the Plan had then terminated. However, this provision shall not be
         construed to be a termination or discontinuance of Plan or to be a
         guarantee of a specific level of benefits from this Plan.

20.02    AMENDMENT OF PROTOTYPE PLAN AND ADOPTION AGREEMENT--Subject to Section
         20.01, State Mutual Life Assurance Company of America may amend this
         Prototype Plan and Trust and Adoption Agreement, and, if amended, shall
         mail or deliver to each adopting Employer who has registered with State
         Mutual a copy of such amendment as it has been approved by the Internal
         Revenue Service. Each Employer and Trustee shall be deemed to have
         consented to any such amendment by its original execution of the
         Adoption Agreement for this Plan and Trust unless State Mutual Life
         Assurance Company of America is otherwise advised in writing by the
         Employer.

20.03    EMPLOYER MAY DISCONTINUE PLAN--The Employer reserves the right at any
         time to reduce its annual payments, to partially terminate the Plan or
         to terminate the Plan in its entirety. Any such termination or partial
         termination of such Plan shall become effective immediately upon
         receipt by the Trustee of a written notice from the Employer of such
         action.

                                     - 68 -

<PAGE>

         In the event of the liquidation of the Employer or the bona fide sale
         of the controlling interest thereof, such Employer or its successors or
         assigns shall not be obligated to continue this Plan.

         In the event of termination of the Plan there shall be a 100% vesting
         and nonforfeitability of all rights and benefits under this Trust and
         Plan of all affected Participants irrespective of their length of
         participation under the Plan. However, the Trust shall remain in
         existence, and all of the provisions of the Trust shall remain in force
         which are necessary in the sole opinion of the Trustees, other than the
         provisions relating to Employer contributions; All of the assets on
         hand on the date of termination or discontinuance of contributions
         shall be held, administered and distributed by the Trustees in the
         manner provided in the Plan, except that a Participant shall have a
         100% vested and nonforfeitable interest in his Accrued Benefit, subject
         to Section 20.05.

         Subject to Section 20.05, in the event of Plan termination any other
         remaining assets of the Trust Fund shall also be vested in Participants
         on a pro rata basis based on their respective Account balances (other
         than their Tax Deductible Voluntary Contributions and Rollover
         Accounts) in relation to the aggregate of all such Account balances.

         In the event of a partial termination of Plan, this section will only
         apply to those Participants who are affected by such partial
         termination of Plan.

         In the event that the Employer shall decide to terminate completely the
         Plan and Trust, they shall be terminated as of a date to be specified
         in a notice to be delivered to the Trustees. Upon termination of the
         Plan and Trust, after payment of all expenses and proportional
         adjustment of Participants' Accounts to reflect such expenses, fund
         profits or losses and reallocations to the date of termination, each
         Participant shall be entitled to receive any amounts then credited to
         his Accounts. The Trustee may make payment of such amounts in cash, in
         assets of the fund, or in the form of an immediate or deferred annuity,
         whichever the Plan Administrator may direct.

20.04    DISCONTINUANCE OF CONTRIBUTIONS--In the event that the Employer shall
         completely discontinue its contributions, the Accounts of each affected
         Participant shall be fully vested and nonforfeitable. After a
         discontinuance of contributions, Plan benefits shall be payable to
         Participants or their Beneficiary upon death, disability, retirement,
         termination of employment or termination of Plan in accordance with the
         provisions of the Plan applicable upon the occurrence of any such
         event.

20.05    RETURN OF EMPLOYER CONTRIBUTIONS UNDER SPECIAL CIRCUMSTANCES -
         Notwithstanding any provisions of this Plan and Trust to the contrary:

         (a)      Any contributions made by the Employer because of a mistake of
                  fact must be returned to the Employer within one year of the
                  contribution.

         (b)      In the event the deduction of the contribution made by the
                  Employer is disallowed under Section 404 of the Code, such
                  contribution(to the extent disallowed) must be returned to the
                  Employer within one year of the disallowance of the deduction.

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

                                     - 69 -

<PAGE>

         The return of a Plan contribution to the Employer under Subsection (a)
         or (b) above satisfies the requirements of this Section only if the
         amount so returned does not include earnings or other gain attributable
         to such contributions. Further, a return will satisfy the requirements
         of this Section only if the amount of the contribution so returned is
         reduced by any loss attributable to the contribution.

         Except as provided in this Section 20.05 and in Article VII, under no
         circumstances or conditions whatsoever shall any funds or the income
         therefrom which as any time have been contributed to this Plan ever
         inure to the benefit of the Employer.

                                   ARTICLE XXI

                                  MISCELLANEOUS

21.01    PROTECTION OF EMPLOYEE INTEREST--No benefit or interest available
         hereunder will be subject to assignment or alienation, either
         voluntarily or involuntarily, except where an assignment is made to
         provide security for a loan made in accordance with Article XI or an
         assignment is otherwise not prohibited by Code Section 401(a)(13) and
         the Regulations thereunder. The preceding sentence shall also apply to
         the creation, assignment, or recognition of a right to any benefit
         payable with respect to a Participant pursuant to a domestic relations
         order, unless such order is determined to be: a qualified domestic
         relations order, as defined in Code Section 414(p), a domestic
         relations order entered before January 1, 1985 and under which payments
         commenced prior to that date, or a domestic relations order entered
         before January 1985 and under which payments did not commence by
         January 1, 1985 and which the Plan Administrator chooses to treat as a
         qualified domestic relations order.

21.02    MEANING OF WORDS USED IN PLAN AND TRUST--Wherever any words are used
         herein in the masculine gender, they shall be construed as though they
         were also used in the feminine or neuter gender in all cases where they
         would so apply. Wherever any words are used herein in the singular
         form, they shall be construed as though they were also used in the
         plural form in all cases where they would so apply.

         Titles used herein are for general information only and this Plan and
         Trust is not to be construed by reference thereto.

21.03    PLAN DOES NOT CREATE NOR MODIFY EMPLOYMENT RIGHTS--The Plan and Trust
         shall not be construed as creating or modifying any contract of
         employment between the Employer and any Participant. All Employees of
         the Employer shall be subject to discharge to the same extent that they
         would have been if this Plan had never been adopted.

21.04    COUNTERPARTS OF PLAN, TRUST AND ADOPTION AGREEMENT--This Plan and Trust
         and Adoption Agreement may be executed in any number of counterparts,
         each of which shall be deemed an original, and said counterparts shall
         constitute but one and the same instrument and may be sufficiently
         evidenced by any one counterpart.

21.05    STATE LAW WHICH GOVERNS--This Plan and Trust shall be governed by the
         laws of the State of domicile of the Trustee to the extent that they
         are not pre-empted by the laws of the United States of America.

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<PAGE>

21.06    OBLIGATION OF TRUST--This Plan and Trust shall be binding upon the
         parties hereto, upon each Participant and upon the Beneficiaries,
         heirs, executors, administrators, distributees and assigns of the
         individual Participants; the heirs, executors, administrators, and
         successors of the Trustee; and the successors and assigns of the
         Employer, subject, however, to the provisions of Article XX hereof.

21.07    PARTICIPANT'S BENEFITS LIMITED TO ASSETS--Each Participant by his
         participation in the Trust shall be conclusively deemed to have agreed
         to look solely to the assets held under the Trust for the payment of
         any benefit to which he may be entitled by reason of his participation.

21.08    RECEIPT AND RELEASE FOR PAYMENTS--Any payment to any Participant, his
         legal representative, Beneficiary, or to any guardian, custodian or
         committee appointed for such Participant or Beneficiary in accordance
         with the provisions of this Plan and Trust, shall, to the extent
         thereof, be in full satisfaction of all claims hereunder against the
         Trustee, the Employer and the Insurer, any of whom may require such
         Participant, legal representative, Beneficiary, guardian, custodian or
         committee, as a condition precedent to such payment, to execute a
         receipt and release thereof in such form as shall be determined by the
         Trustee, Employer or Insurer.

                                     - 71 -