<PAGE>
                                                                  EXHIBIT 10.10


                      California Coastal Communities, Inc.

                   401(k) Retirement Plan and Trust Agreement
                                                                      Plan #001
                                  STANDARDIZED

                               ADOPTION AGREEMENT

                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                                 PLAN AND TRUST

                                  Sponsored by

                     PRUDENTIAL MUTUAL FUND MANAGEMENT, INC.

   The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
     Plan for eligible Employees as provided in this Adoption Agreement and the
        accompanying Basic Prototype Plan and Trust/Custodial Account, Basic
                               Plan Document #04.

1.    EMPLOYER INFORMATION

      NOTE:           If multiple Employers are adopting the Plan, complete this
                      section based on the lead Employer. Additional Employers
                      may adopt this Plan by attaching executed signature pages
                      to the back of the Employer's Adoption Agreement.

(a)      NAME AND ADDRESS:
               California Coastal Communities, Inc.
               6 Executive Circle, #250
               Irvine, CA 92614

      (b)      TELEPHONE NUMBER:    (949) 250-7700

      (c)      TAX ID NUMBER:       02-0426634

      (d)      FORM OF BUSINESS:

               [  ]     (i)     Sole Proprietor

               [  ]     (ii)    Partnership

               [X]      (iii)   Corporation

               [  ]     (iv)    "S" Corporation (formerly known as Subchapter S)

               [  ]     (v)     Other:



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      (e)    NAME OF PLAN: California Coastal Communities 401(k) Plan

      (f)    THREE DIGIT PLAN NUMBER
             FOR ANNUAL RETURN/REPORT:      001

2.    EFFECTIVE DATE

      (a) This is a new Plan having an effective date of  January 1, 2000

      (b) This is an amended Plan.

             (i)     The effective date of the original Plan was ________. The
                     effective date of the amended Plan is _______.

      NOTE:            The effective date of the amended Plan for the Tax Reform
                       Act of 1986 required changes is the first day of the 1987
                       Plan Year. Sections 7(f) and 12 herein shall be effective
                       as of the first day of the 1989 Plan Year. Any prior
                       amendments to the plan which were intended to have effect
                       after December 31, 1986 will continue to be in effect
                       only until the effective date of this amended and
                       restated plan.

3.    DEFINITIONS

      (a)    "Compensation" Shall include all items as set forth in paragraph
             1.12 of Basic Plan Document #04.

             [  ]         (i) For purposes of Discretionary Contributions,
                              Compensation shall include all amounts for the
                              Plan Year during which the Employee was eligible
                              to participate.

             [X]         (ii) For purposes of Discretionary Contributions,
                              Compensation will only include amounts for the
                              period during which the Employee was eligible to
                              participate.

      (b)    "Entry Date"

           [X]           (i)  The first day of the month coinciding with or
                              following the date on which an Employee meets the
                              eligibility requirements.

           [  ]          (ii) The earlier of the first day of the Plan
                              Year or the first day of the seventh month of the
                              Plan Year coinciding with or following the date on
                              which an Employee meets the eligibility
                              requirements.

           [  ]         (iii) The first day of the Plan Year, or the
                              first day of the fourth month, or the first day of
                              the seventh month or the first day of the tenth
                              month, of the Plan Year coinciding with or
                              following the date on which an Employee meets the
                              eligibility requirements.


                                       2
<PAGE>


       (c)   "Hours of Service" Shall be determined on the basis of the method
             selected below. Only one method may be selected. The method
             selected shall be applied to all Employees covered under the Plan
             as follows:

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

             [  ]    (ii)     On the basis of days worked. An Employee
                              shall be credited with ten (10) Hours of Service
                              if under paragraph 1.41 of the Basic Plan Document
                              #04 such Employee would be credited with at least
                              one (1) Hour of Service during the day.

             [   ]   (iii)    On the basis of weeks worked. An Employee
                              shall be credited with forty-five (45) Hours of
                              Service if under paragraph 1.41 of the Basic Plan
                              Document #04 such Employee would be credited with
                              at least one (1) Hour of Service during the week.

      (d) "Limitation Year" The Limitation Year shall be the Plan Year unless
          another year is specified here:

      (e)    "Net Profit"

             [X]     (i)      Not applicable (profits will not be required for
                              any contributions to the Plan).

             [  ]    (ii)     As defined in paragraph 1.48 of the Basic Plan
                              Document #04.

      (f)    "Plan Year" The 12 consecutive month period commencing on January 1
             and ending on December 31.

      (g)    "Qualified Early Retirement Age" For purposes of making
             distributions under the provisions of a Qualified Domestic
             Relations Order, the Plan's Qualified Early Retirement Age with
             regard to the Participant against whom the order is entered [X]
             shall [ ] shall not be the date the order is determined to be
             qualified. If "shall" is elected, this will only allow payout to
             the alternate payee(s).

      (h)    "Qualified Joint and Survivor Annuity" The safe-harbor provisions
             of paragraph 8.7 of the Basic Plan Document #04 are applicable. If
             the Plan is not safe-harbored under paragraph 8.7 of the Basic Plan
             Document, the survivor annuity shall be 50% of the annuity payable
             during the lives of the Participant and Spouse.

      (i)    "Taxable Wage Base"

             [X]     (i)      Not Applicable - Plan is not integrated with
                              Social Security.

             [ ]     (ii)     The maximum earnings considered wages for such
                              Plan Year under Code Section 3121(a).


                                       3
<PAGE>


              [ ]    (iii)    ____% (not more than 100%) of the amount
                              considered wages for such Plan Year under Code
                              Section 3121 (a).

             [  ]     (iv)    $____, provided that such amount is not in
                              excess of the amount determined under paragraph
                              3(i)(ii) above.

      NOTE:                   Using less than the maximum at (ii) may result in
                              a change in the allocation formula in Section 7.

      (j)    "Year of Service"

             (i)     For Eligibility Purposes: (Choose one)

                     [  ]     (1)     The 12-consecutive month period
                                      during which an Employee is credited with
                                      ____(not more than 1,000) Hours of
                                      Service.

                     [X]      (2)     Elapsed Time

                     If no answer is specified, the Hours of Service method will
                     be used.

             (ii)    For Allocation Accrual Purposes: The 12-consecutive month
                     period during which an Employee is credited with 501 (not
                     more than 1,000) Hours of Service. (For Plan Years
                     beginning in 1990 and thereafter, if a number greater than
                     501 is specified, it will be deemed to be 501.)

             (iii)   For Vesting Purposes: (Choose one)

                     [X]      (1)     The 12-consecutive month period during
                                      which an Employee is credited with 1,000
                                      (not more than 1,000) Hours of Service.

                     [  ]     (2)     Elapsed Time

                     If no answer is specified, the Hours of Service method will
                     be used.

4.    ELIGIBILITY REQUIREMENTS
      (a) Service:

             [  ]    (i)      The Plan shall have no service requirement.

             [  ]    (ii)     The Plan shall cover only Employees having
                              completed at least one Year of Service.

             [X]     (iii)    The plan shall cover only Employees having
                              completed at least 2 months (less than 12).

      NOTE:                   If the eligibility period selected is less than
                              one year, an Employee will not be required to
                              complete any specified number of Hours of Service
                              to receive credit for such period.


                                       4
<PAGE>


       (b)   Age:

             [X]     (i)      The Plan shall have no minimum age requirement.

             [  ]    (ii)     The Plan shall cover only Employees having
                              attained age __ (not more than age 21).

      (c)    Classification:

             The Plan shall cover all Employees who have met the age and service
             requirements with the following exceptions:

             [  ]    (i)      No exceptions.

             [X]     (ii)     The Plan shall exclude Employees included in
                              a unit of Employees covered by a collective
                              bargaining agreement between the Employer and
                              Employee Representatives, if retirement benefits
                              were the subject of good faith bargaining and if
                              two percent or less of the Employees who are
                              covered pursuant to that agreement are
                              professionals as defined in Regulations Section
                              1.410(b)-9. 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.

             [  ]    (iii)    The Plan shall exclude Employees who are
                              nonresident aliens [within the meaning of Code
                              Section 7701(b)(1)(B)] and who receive no earned
                              income [within the meaning of Code Section
                              911(d)(2)] from the Employer which constitutes
                              income from sources within the United States
                              [within the meaning of Code Section 861(a)(3)].

      (d)    Employees on Effective Date:

             [X]    (i)       Not Applicable. All Employees will be required
                              to satisfy both the age and Service requirements
                              specified above.

             [  ]  (ii)       Employees employed on the Plan's Effective
                              Date do not have to satisfy the Service
                              requirements specified above.

             [  ] (iii)       Employees employed on the Plan's Effective
                              Date do not have to satisfy the age requirements
                              specified above.


                                       5
<PAGE>


5.    RETIREMENT AGES

     (a)     Normal Retirement Age:

             If the Employer imposes a requirement that Employees retire upon
             reaching a specified age, the Normal Retirement Age selected below
             may not exceed the Employer imposed mandatory retirement age.

             [X]     (i)      Normal Retirement Age shall be 65 (not to exceed
                              age 65).
             [  ]    (ii)     Normal Retirement Age shall be the later of
                              attaining age ___ (not to exceed age 65) or the
                              ____ (not to exceed the 5th) anniversary of the
                              first day of the first Plan Year in which the
                              Participant commenced participation in the Plan.

      (b)    Early Retirement Age:

             Early Retirement Age shall not be applicable unless the Employer
             attached a form to this Adoption Agreement certifying that Early
             Retirement Age is a benefit which has accrued under the predecessor
             Plan which cannot be cut back under Code Section 411(d)(6).

6.    EMPLOYEE CONTRIBUTIONS

      [X]   (a)      Participants shall be permitted to make Elective
                     Deferrals in any amount from 1% (not more than 2%) up to
                     15% (not more than 20%) of their Compensation.

                     If (a) is applicable, Participants shall be permitted to
                     amend their Salary Savings Agreements to change the
                     contribution percentage in accordance with the procedures
                     established by the Plan Administrator.

      [ ]   (b)      Participants shall be permitted to make after tax Voluntary
                     Contributions.

      NOTE:          The Average Deferral Percentage Test will apply to
                     contributions under (a) above. The Average Contribution
                     Percentage Test will apply to contributions under (b) and
                     may apply to (a).

7.    EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

      NOTE:          The Employer shall make contributions to the Plan in
                     accordance with the formula or formulas selected below. The
                     Employer's contribution shall be subject to the limitations
                     contained in Articles III and X. For this purpose, a
                     contribution for a Plan Year shall be limited for the
                     Limitation Year which ends with or within such Plan Year.
                     Also, the integrated allocation formulas below are for Plan
                     Years beginning in 1989 and later. The Employer's
                     allocation for earlier years shall be as specified in its
                     Plan prior to amendment for the Tax Reform Act of 1986.

                                       6

<PAGE>


              (a) Current or Accumulated Net Profits are required for:

                     [  ]     (i)      Matching Contributions.

                     [  ]     (ii)     Qualified Non-Elective Contributions.

                     [  ]     (iii)    Discretionary Contributions.

                     If no answer is specified, Current or Accumulated Net
                     Profits will not be required.

      NOTE:       Elective Deferrals can always be contributed regardless of
                  profits.

             (b)     Salary Savings Agreement:

                     The Employer shall contribute and allocate to each
                     Participant's account an amount equal to the amount
                     withheld from the Compensation of such Participant pursuant
                     to his or her Salary Savings Agreement.

                     An Employee who has terminated his or her election under
                     the Salary Savings Agreement other than for hardship
                     reasons may not make another Elective Deferral:

                     [  ]     (i)      until the first day of the next Plan
                                       Year.

                     [X]      (ii)     until the first day of the next valuation
                                       period.

                     [  ]     (iii)    for a period of ___ month(s) (not to
                                       exceed 12 months).

                     If no option is specified, option (ii) will apply.

      [X]    (c)     Matching Employer Contribution [See paragraphs (g), (h)
                     and (i)]:

                     [X]      (i)      PERCENTAGE MATCH: The Employer shall
                                       contribute and allocate to each eligible
                                       Participant's account an amount equal to
                                       25% of the amount contributed and
                                       allocated in accordance with paragraph
                                       7(b) above. The Employer shall not match
                                       Participant Elective Deferrals as
                                       provided above in excess of $ __ or in
                                       excess of 6 % of the Participant's
                                       Compensation.

                     [  ]    (ii)      DISCRETIONARY MATCH: The Employer
                                       shall contribute and allocate to each
                                       eligible Participant's account a
                                       percentage of the Participant's Elective
                                       Deferral contributed and allocated in
                                       accordance with paragraph 7(b) above. The
                                       Employer shall not match Participant
                                       Elective Deferrals in excess of
                                       $_________ or in excess of ___% of the
                                       Participant's Compensation.

                                       7

<PAGE>


                       [  ] (iii)      TIERED MATCH: The Employer shall
                                       contribute and allocate to each
                                       Participant's account an amount equal to
                                       __% of the first __%of the Participant's
                                       Compensation, and __% of the next __% of
                                       the Participant's Compensation.

      NOTE:           Percentages specified in (iii) above may not increase as
                      the percentage of Participant's contribution increases.

             [   ]   (iv)     FLAT DOLLAR MATCH: The Employer shall
                              contribute and allocate to each Participant's
                              account $____ if the Participant defers at least
                              1% of Compensation.

                     (v)      ELIGIBILITY FOR MATCH: Matching contributions will
                              be made to [ ] all Employees eligible to
                              participate [X] only to non-Highly Compensated
                              Employees eligible to participate.

             [   ]  (vi)      QUALIFIED MATCH: Employer Matching
                              Contributions will be treated as Qualified
                              Matching Contributions to the extent specified by
                              the Employer at the time the Matching Employer
                              Contributions are made.

                    (vii)     MATCHING CONTRIBUTION COMPUTATION PERIOD: The time
                              period upon which matching contributions will be
                              based shall be:

                              [  ]     (A)      weekly

                              [  ]     (B)      bi-weekly

                              [X]      (C)      semi-monthly

                              [  ]     (D)      monthly

                              [  ]     (E)      quarterly

                              [  ]     (F)      semi-annually

                              [  ]     (G)      annually

      [X]    (d)     Qualified Non-Elective Employer Contribution - [See
                     paragraphs (g), (h) and (i)] These contributions are fully
                     vested when contributed.

                     The Employer shall have the right to make an additional
                     discretionary contribution which shall be allocated to each
                     eligible Employee in proportion to his or her Compensation
                     as a percentage of the Compensation of all eligible
                     Employees. This part of the Employer's contribution and the
                     allocation thereof shall be unrelated to any Employee
                     contributions made hereunder. The amount of Qualified
                     non-Elective Contributions taken into account for purposes
                     of meeting the ADP or ACP test requirements is the amount
                     necessary to meet both the ADP and ACP tests. Qualified
                     non-Elective

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<PAGE>

                     Contributions will be made to only non-Highly Compensated
                     Employees eligible to participate.

      [X]    (e)     Additional Employer Contribution Other Than Qualified Non-
                     Elective Contributions - Non-Integrated [See paragraphs
                     (g), (h) and (i)]

                     The Employer shall have the right to make an additional
                     discretionary contribution which shall be allocated to each
                     eligible Employee in proportion to his or her Compensation
                     as a percentage of the Compensation of all eligible
                     Employees. This part of the Employer's contribution and the
                     allocation thereof shall be unrelated to any Employee
                     contributions made hereunder.

      [  ]   (f)     Additional Employer Contribution - Integrated
                     Allocation Formula [See paragraphs (g), (h) and (i)].

                     The Employer's contribution for the Plan Year plus any
                     forfeitures (only if they are reallocated to Participants
                     under Section 9 herein), shall be allocated to the accounts
                     of eligible Participants as set forth in the Basic Plan
                     Document #04 of paragraph 5.3.

      NOTE:          Only one plan maintained by the Employer may be integrated
                     with Social Security.

      [  ]   (g)     Allocation of Excess Amounts (Annual Additions)

                     Excess deferrals which result in an Excess Amount shall be
                     returned to the Participant. In the event that the
                     allocation formula of other contributions results in an
                     Excess Amount, such excess shall be:

                     [  ]     (i)      placed in a suspense account accruing no
                                       gains or losses for the benefit of the
                                       Participant.

                     NOTE:             For every Limitation Year, or part
                                       thereof, that a suspense account exists,
                                       the Employer will be subjected to a
                                       ten-percent penalty on the monies held in
                                       the suspense account.

                     [X]     (ii)      reallocated as additional Employer
                                       contributions to all other Participants
                                       to the extent that they do not have any
                                       Excess Amount.

                                       If no answer is specified, the suspense
                                       account method will be used.

      [  ]   (h)     Minimum Employer Contribution Under Top-Heavy Plans:
                     For any Plan Year during which the Plan is Top-Heavy, the
                     sum of the contributions and forfeitures as allocated to
                     eligible Employees under paragraphs 7(d), 7(e), 7(f) and 9
                     of this Adoption Agreement shall not be less than the
                     amount required under paragraph 14.2 of the Basic Plan
                     Document #04. Top-Heavy minimums will be allocated to:

                     [  ]     (i)      all eligible Participants.


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<PAGE>


                     [X]      (ii)     only eligible non-Key Employees who are
                                       Participants.

                               (i)      Return of Excess Contributions and/or
                                        Excess Aggregate Contributions:

                     In the event that one or more Highly Compensated Employees
                     is subject to both the ADP and ACP tests and the sum of
                     such tests exceeds the Aggregate Limit, the limit will be
                     satisfied by reducing the ACP of the affected Highly
                     Compensated Employees.

8.    ALLOCATIONS TO TERMINATED EMPLOYEES

      (a)            For Plan Years beginning in 1990 and thereafter, the
                     Employer will allocate Employer related contributions to
                     any Participant who is credited with more than 500 Hours of
                     Service or is employed on the last day of the Plan Year
                     without regard to the number of Hours of Service.

                     The Employer will also allocate Employer related
                     contributions to any Participant who terminates during the
                     Plan Year without accruing the necessary Hours of Service
                     if they terminate as a result of:

                     [  ]     (i)      Retirement.

                     [  ]     (ii)     Disability.

                     [  ]     (iii)    Death.

                     [  ]     (iv)     Other termination.

      (b)            If applicable, for Plan Years beginning prior to 1990:

                     [  ]      (i)     For Plan Years beginning prior to
                                       1990, the Employer will not allocate
                                       Employer related contributions to any
                                       Participant who terminates employment
                                       during the Plan Year.

                     [  ]     (ii)     The Employer will allocate Employer
                                       related contributions to Employees who
                                       terminate during the Plan Year as a
                                       result of-

                                       [  ]     (1)     retirement

                                       [  ]     (2)     Disability

                                       [  ]     (3)     death

                                       [  ]     (4)     other termination
                                                        provided that the
                                                        Participant has
                                                        completed a Year of
                                                        Service.

                                       [  ]     (5)     other termination.


                                       10
<PAGE>


9.    ALLOCATION OF FORFEITURES

      NOTE:          Subsections (a), (b) and (c) below apply to forfeitures of
                     amounts other than Excess Aggregate Contributions.

      (a)    Allocation Alternatives:

             [  ]    (i)               Not Applicable. All contributions are
                                       always fully vested.

             [  ]    (ii)              Forfeitures shall be allocated to
                                       Participants in the same manner as the
                                       Employer's contribution.

             [  ]    (iii)             Forfeitures shall be applied to reduce
                                       the Employer's contribution for such Plan
                                       Year.

             [X]     (iv)              Forfeitures shall be applied to
                                       offset administrative expenses of the
                                       Plan. If forfeitures exceed these
                                       expenses, (iii) above shall apply.

      (b) Date for Reallocation:

      NOTE:          If no distribution has been made to a former Participant,
                     sub-section (i) below will apply to such Participant even
                     if the Employer elects (ii) or (iii) below as its normal
                     administrative policy.

             [  ]    (i)               Forfeitures  shall be  reallocated  at
                                       the end of the Plan Year during which the
                                       former  Participant  incurs his or her
                                       fifth  consecutive one year Break In
                                       Service.

             [  ]    (ii)              Forfeitures will be reallocated
                                       immediately (as of the next Valuation
                                       Date).

             [X]     (iii)             Forfeitures will be reallocated as
                                       of the end of the Plan Year in which the
                                       Participant separates from service.

             [  ]     (iv)             Forfeitures shall be reallocated
                                       as of the end of the Plan Year during
                                       which the former Employee incurs his or
                                       her - (1st, 2nd, 3rd, or 4th) consecutive
                                       one year Break In Service.

      (c) Restoration of Forfeitures:

             If amounts are forfeited prior to five consecutive 1-year Breaks in
             Service, the Funds for restoration of account balances will be
             obtained from the following resources in the order indicated (fill
             in I and 2 in the following boxes to indicate order):

             [1]     (i)               Current year's forfeitures.

             [2]     (ii)              Additional Employer contribution.

             If no answer is specified, the order will be (i) and (ii).


                                       11
<PAGE>


       (d) Forfeitures of Excess Aggregate Contributions shall be:

                     [X]      (i)      Applied to reduce Employer contributions.

                     [  ]     (ii)     Allocated, after all other
                                       forfeitures under the Plan, to the
                                       Matching Contribution account of each
                                       non-Highly Compensated Participant who
                                       made Elective Deferrals in the ratio
                                       which each such Participant's
                                       Compensation for the Plan Year bears to
                                       the total Compensation of all
                                       Participants for such Plan Year. Such
                                       forfeitures cannot be allocated to the
                                       account of any Highly Compensated
                                       Employee.

                     Forfeitures of Excess Aggregate Contributions will be so
                     applied at the end of the Plan Year in which they occur.

10.   CASH OPTION

      [X]       (a)  The Employer may permit a Participant to elect to defer to
                     the Plan, an amount not to exceed 25% of any Employer paid
                     cash bonus made for such Participant for any year. A
                     Participant must file an election to defer such
                     contribution at least fifteen (15) days prior to the end of
                     the Plan Year. If the Employee fails to make such an
                     election, the entire Employer paid cash bonus to which the
                     Participant would be entitled shall be paid as cash and not
                     to the Plan. Amounts deferred under this section shall be
                     treated for all purposes as Elective Deferrals.
                     Notwithstanding the above, the election to defer must be
                     made before the bonus is made available to the
                     Participants.

      [  ]     (b)   Not Applicable.

      If no answer is specified, option (b) will apply.

11.   LIMITATIONS ON ALLOCATIONS

      [ ]    This is the only Plan the Employer maintains or ever maintained;
             therefore, this section is not applicable.

      [X]    The Employer does maintain or has maintained another Plan
             (including a Welfare Benefit Fund or an individual medical account
             [as defined in Code Section 415(l)(2)], under which amounts are
             treated as Annual Additions) and has completed the proper sections
             below.

      Complete (a), (b) and (c) only if the Employer maintains or ever
      maintained another qualified plan, including a Welfare Benefit Fund or an
      individual medical account [as defined in Code Section 415(l)(2)], in
      which any Participant in this Plan is (or was) a participant or could
      possibly become a participant.

      (a)    If the Participant is covered under another qualified Defined
             Contribution Plan maintained by the Employer, other than a Master
             or Prototype Plan:


                                       12
<PAGE>


             [  ] (i)         the provisions of Article X of the Basic
                              Plan Document #04 will apply, as if the other plan
                              were a Master or Prototype Plan.

             [  ] (ii)        Attach provisions stating the method under
                              which the plans will limit total Annual Additions
                              to the Maximum Permissible Amount, and will
                              properly reduce any Excess Amounts, in a manner
                              that precludes Employer discretion.

             If no answer is specified, option (i) will apply.

     (b)     If a Participant is or ever has been a participant in a Defined
             Benefit Plan maintained by the Employer:

             Attach provisions which will satisfy the 1.0 limitation of Code
             Section 415(e). Such language must preclude Employer discretion.
             The Employer must also specify the interest and mortality
             assumptions used in determining Present Value in the Defined
             Benefit Plan.

      (e)    The minimum contribution or benefit required under Code Section 416
             relating to Top- Heavy Plans shall be satisfied by:

                     [X]   (i)   this Plan.

                     [ ]  (ii)   ---------------------------------------------
                                 (Name of other qualified plan of the Employer).

                     [  ] (iii)  Attach provisions stating the method
                                 under which the minimum contribution and
                                 benefit provisions of Code Section 416 will
                                 be satisfied. If a Defined Benefit Plan is
                                 or was maintained, an attachment must be
                                 provided showing interest and mortality
                                 assumptions used in the Top-Heavy Ratio.

                     If no answer is specified, option (i) will apply.

12.   VESTING

      Contributions under paragraph 7(b), 7(c)(vi) and 7(d) are always fully
      vested. Employer contributions shall be subject to the vesting table
      selected by the Employer below. A Participant shall receive credit for a
      Year of Service as specified at 3(j)(iii) of this Adoption Agreement.

      (a)    Vesting Schedules:

      NOTE:          The vesting schedules below only apply to a Participant who
                     has at least one Hour of Service during or after the 1989
                     Plan Year. If applicable, Participants who separated from
                     Service prior to the 1989 Plan Year will remain under the
                     vesting schedule as in effect in the Plan prior to
                     amendment for the Tax Reform Act of 1986.

      (i)              Full and immediate vesting.


                                       13
<PAGE>

<TABLE>
<CAPTION>
                              YEARS OF SERVICE
                              ----------------
                              1         2        3        4       5        6        7
                              -         -        -        -       -        -        -
             <S>             <C>       <C>      <C>      <C>     <C>      <C>      <C>
              (ii)           __%       100%

              (iii)          __%        __%     100%

              (iv)            0%        20%      40%      60%      80%    100%

              (v)            __%        __%      20%      40%      60%     80%     100%

              (vi)           10%        20%      30%      40%      60%     80%     100%

              (vii)          __%        __%      __%      __%     100%

              (viii)         __%        __%      __%      __%      __%     __%     100%
</TABLE>

      NOTE:       The percentages selected for schedule (viii) may not be
                  less for any year than the percentages shown at schedule (v).

      Contributions will vest as provided below:
<TABLE>
<CAPTION>
                     Vesting
                  Option Selected          Type of Employer Contribution
                  ---------------          -----------------------------
                  <S>                      <C>
                   IV                      7(c) Employer Match on Salary Savings
                  ----
                   IV                      7(e) or (f) Employer Discretionary
                  ----
</TABLE>

      (b)    Top-Heavy Vesting

             For any Plan Year in which this Plan is Top-Heavy, the following
             minimum vesting rules will apply:

                     (i)      Schedules (v), (vi), and (viii) above will
                              automatically shift to schedule (iv).

                     (ii)     Schedule (vii) above will automatically shift to
                              schedule (iii). (c) Service disregarded for
                              Vesting:

             [X]     (i)      No service will be disregarded.

             [ ]     (ii)     Service prior to the Effective Date of this
                              Plan or a predecessor plan shall be disregarded
                              when computing a Participant's vested and
                              non-forfeitable interest.

             [ ]     (iii)    Service prior to a Participant having
                              attained age 18 shall be disregarded when
                              computing a Participant's vested and
                              non-forfeitable interest.

                                       14

<PAGE>


13.  SERVICE WITH PREDECESSOR ORGANIZATION

      For purposes of satisfying the Service requirements for eligibility, Hours
      of Service shall include Service with the following predecessor
      organization(s):

      Koll Company
      Koll Management Services Inc.
      Karsten Realty Advisors


14.   ROLLOVER/TRANSFER CONTRIBUTIONS

      (a)    Rollover Contributions, including Direct Rollovers, as described at
             paragraph 1.69 of the Basic Plan Document 404, [X] shall [ ] shall
             not be permitted to be made to the Plan. If permitted, Employees
             [X] may [ ] may not make Rollover Contributions prior to meeting
             the eligibility requirements for participation in the Plan.

      (b)    Transfer Contributions, as described at paragraph 4.4 of the Basic
             Plan Document #04 [X] shall [ ] shall not be permitted to be made
             to the Plan. If permitted, Employees [X] may [ ] may not Transfer
             Contributions prior to meeting the eligibility requirements for
             participation in the Plan.

      NOTE:       Even if available, the Employer may refuse to accept such
                  contributions if its Plan meets the safe-harbor rules of
                  paragraph 8.7 of the Basic Plan Document #04.

15.  HARDSHIP WITHDRAWALS

     Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
     Document #04, [X] are [ ] are not permitted. If permitted, Hardship
     withdrawals [ ] shall [X] shall not be limited to Elective Deferrals.

16.  PARTICIPANT LOANS

     Participant loans, as provided for in paragraph 13.8 of the Basic Plan
     Document #04, [X] are [ ] are not permitted. If permitted, repayments of
     principal and interest shall be repaid to the Participant's segregated
     account.

17.   INSURANCE POLICIES

      The insurance provisions of paragraph 13.9 of the Basic Plan Document #04
      [  ] shall [X] shall not be applicable.

18.   INVESTMENT DIRECTION

      [  ]   (a)     Employer Investment Direction

                     The Employer investment direction provisions, as set forth
                     in Article XIII of the Basic Plan Document #04, shall be
                     applicable to the following:


                                        15


<PAGE>


             [  ]    (i)      All monies

             [  ]    (ii)     Employer Discretionary and Matching Monies

             [  ]    (iii)    Employer Discretionary Monies excluding Matching
                              Monies

             [  ]    (iv)     Employer Matching Monies only.

      [X]    (b)     Employee Investment Direction

                     Employee investment direction provisions, as set forth in
                     Article XIII of the Basic Plan Document #04, shall be
                     applicable to all monies not directed by Employer.

      If no answer is specified, Employee Investment Direction will apply.

      NOTE:          Each of the mutual funds in which the Plan may invest
                     carries its own fees and expenses, which may include
                     management fees, Rule 12b-1 fees and/or other fees and
                     expenses, which are described in detail in each Fund's
                     prospectus. Employees who invest in one or more of these
                     mutual funds will, as shareholders of those mutual funds,
                     bear their pro-rata portion of each fund's fees and
                     expenses and may also pay a sales charge or contingent
                     deferred sales charge in connection with their purchase of
                     fund shares. Employer acknowledges that Prudential
                     Securities Incorporated (PSI) and Pruco Securities
                     Corporation (Prusec) may be deemed to benefit ftom advisory
                     and other fees paid to its affiliates in connection with
                     the management and operation of the mutual funds in which
                     the Employee may invest, from sales charges and contingent
                     deferred sales charges imposed as described in the
                     prospectus and from fees paid to The Prudential Insurance
                     Company of America in connection with the Guaranteed
                     Interest Account.

19.   EARLY PAYMENT OPTION

      (a)     A Participant who has attained age 59-1/2 and who has not
              separated from Service [X] may [ ] may not obtain a distribution
              of his or her vested Employer contributions.

      (b)     A Participant who has attained the Plan's Normal Retirement Age
              and who has not separated from Service [X] may [ ] may not receive
              a distribution of his or her vested account balance.

      NOTE:       If the Participant has had the right to withdraw his or her
                  account balance in the past, this right may not be taken away.
                  Notwithstanding the above, to the contrary, required minimum
                  distributions will be paid. For timing of distributions, see
                  item 20 below.


                                        16

<PAGE>


      20.    DISTRIBUTION OPTIONS

      (a)    Timing of Distributions:

             In cases of termination benefits shall be paid:

             [ ]  (i)         As soon as administratively feasible
                              following the close of the Plan Year during which
                              a distribution is requested or is otherwise
                              payable.

             [X]  (ii)        As soon as administratively feasible,
                              following the date on which a distribution is
                              requested or is otherwise payable.

             [ ]  (iii)       Only after the Participant has achieved
                              the Plan's Normal Retirement Age, or Early
                              Retirement Age, if applicable.

                              If no answer is specified, option (ii) will apply.

      (b)    Optional Forms of Payment:

             [X]  (i)         Lump Sum.

             [X]  (ii)        Installment Payments.

             [  ] (iii)       Other form(s)* as specified:





             If no answer is specified, option (i) will apply.

             *Annuities are only available in either a nonsafe-harbored Plan
             which does not meet the provisions of paragraph 8.7 of Basic Plan
             Document #04 or in a Plan which previously offered annuities as an
             optional form of payment.

21.   SPONSOR CONTACT

             The Sponsor of this Prototype Plan is Prudential Mutual Fund
             Management, Inc., One Seaport Plaza, New York, New York 10292. Any
             questions regarding this Prototype Plan document may be directed to
             your Prudential Representative. You may also call Prudential Mutual
             Fund Services at (800)848-4015.


                                        17
<PAGE>


22.   SIGNATURES

      DUE TO THE SIGNIFICANT TAX RAMIFICATIONS, THE SPONSOR RECOMMENDS THAT
      BEFORE YOU EXECUTE THIS ADOPTION AGREEMENT, YOU CONTACT YOUR ATTORNEY OR
      TAX ADVISOR, IF ANY.

      The adopting Employer understands that there are fees for each account
      under the Plan. THE BASIC PLAN DOCUMENT CONTAINS A PRE-DISPUTE ARBITRATION
      CLAUSE FOUND IN ARTICLE XIII, SECTION 13.7 ARBITRATION.

             IF EMPLOYER INVESTMENT DIRECTION APPLICABLE, NAME(S) OF
             INDIVIDUAL(S) AUTHORIZED TO ISSUE INVESTMENT AND ADMINISTRATIVE
             INSTRUCTIONS TO THE PLAN SPONSOR OR AFFILIATE:

      (a)    EMPLOYER:

             This agreement and the corresponding provisions of the Plan and
             Trust Basic Plan Document #04 were adopted by the Employer the 7th
             day of December, 1999.

             Signed for the Employer by:    Sandra G. Sciutto

             Title:                         CHIEF FINANCIAL OFFICER

             Signature:                     /s/ SANDRA G. SCIUTTO

             THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE THE
             ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS PLAN.

             Employer's Reliance: An Employer who maintains or has ever
             maintained or who later adopts any Plan [including, after December
             31, 1985, a Welfare Benefit Fund, as defined in Section 419(e) of
             the Code, which provides post-retirement medical benefits allocated
             to separate accounts for Key Employees, as defined in Section
             419A(d)(3)] or an individual medical account, as defined in Code
             Section 415(l)(2) in addition to this Plan may not rely on the
             opinion letter issued by the National Office of the Internal
             Revenue Service as evidence that this Plan is qualified under
             Section 401 of the Code. If the Employer who adopts or maintains
             multiple Plans wishes to obtain reliance that such Plan(s) are
             qualified, application for a determination letter should be made to
             the appropriate Key District Director of Internal Revenue. The
             Employer understands that its failure to properly complete the
             Adoption Agreement may result in disqualification of its plan.


                                        18
<PAGE>


             The Employer may not rely on the opinion letter issued by the
             National Office of the Internal Revenue Service as evidence that
             this Plan is qualified under section 401 of the Code unless the
             terms of the Plan, as herein adopted or amended, that pertain to
             the requirements of Code Sections 401(a)(4), 401(a)(17), 401(l),
             401(a)(5), 410(b) and 414(s), as amended by the Tax Reform Act of
             1986, or later laws, (a) are made effective retroactively to the
             first day of the first Plan Year beginning after December 31, 1988
             (or such later date on which these requirements first become
             effective with respect to this Plan); or (b) are made effective no
             later than the first day on which the Employer is no longer
             entitled, under regulations, to rely on a reasonable, good faith
             interpretation of these requirements, and the prior provisions of
             the Plan constitute such an interpretation.

             This Adoption Agreement may only be used in conjunction with Basic
             Plan Document #04.




                                        19
<PAGE>


      [X]    (b)     TRUSTEE:

                     [X]   Prudential Trust Company
                           30 Scranton Office Park
                           Scranton, PA 18507

              NOTE:            There is an annual trustee fee charged under the
                               Plan if Prudential Trust Company is appointed as
                               Trustee.

                      [  ] The Trustee(s) will be the following individuals:

              The assets of the Fund shall be invested in accordance with
              paragraph 13.3 of the Basic Plan Document #04 as a Trust. As such,
              the Employer's Plan as contained herein was accepted by the
              Trustee the ____ day of ______, 19__.

Signed for the Trustee by:

                          Daniel T. Arcure
                        /s/ Daniel T. Arcure                 Signature

                               Signature                     Signature


(c)      Prudential Mutual Fund Management, Inc.

         The Employer's Agreement and the corresponding provisions of the Plan
         and Trust Basic Plan Document #04 were accepted by Prudential Mutual
         Fund Management, Inc. the
                   day of ______, 19__.

         Signed for by:                                  .&*

         Title:

         Signature:


                                        20